c. The Monthly Fee stated herein is based solely on the Devices described in this HPA and is valid for the life of the Devices and any replacements. Any Device modification(s) will be made only through a written agreement by both parties.

DEVICES AND SOFTWARE TERMS AND CONDITIONS

1. Devices. Franchisee will have the right to use the Devices for the HPA Term. Franchisee agrees to protect HP’s or its financing company’s ownership interest in such Devices by: i) placing or allowing HP to place any physical or electronic marking evidencing HP’s or its financing company’s ownership, ii) using due care to maintain the Devices, 

   iii) not making any modifications to the Devices, iv) subject to Section 3.d. keeping the Devices in Franchisee’s exclusive care, custody and control and free from any liens or encumbrances from the date of delivery to Franchisee’s location until such Devices are returned and received by HP, or purchased by Franchisee as may be described herein. Franchisee will promptly notify HP of, bear all risks for, and pay for any loss or damage not caused by HP to Devices (including any repair or replacement costs) described herein, unless otherwise specified in this HPA. Franchisee may not permanently relocate Devices unless such relocation is expressly agreed to by HP in writing.

2. Ownership Statement. If this HPA or the Agreement is ever deemed by a court of competent jurisdiction to be a lease intended for security, then to secure Franchisee’s obligations under this HPA, Franchisee hereby grants HP a purchase money security interest in the Devices (including any attachments, accessories, replacements, and proceeds). Franchisee hereby authorizes HP to file a financing statement at HP’s sole cost and expense to give public notice of HP’s ownership of these Devices. Franchisee represents to HP that the information provided in the signature block is accurate and will notify HP in writing in the event of any changes thereto.
   

ADDITIONAL TERMS

1. Product Performance. All Devices are covered by HP’s limited warranty statements provided with the Devices or otherwise made available with the Devices and this HPA.

2. Warranty Claims. When HP receives a valid warranty claim, HP will either repair the relevant defect or replace the Devices. If HP is unable to do either within a reasonable time, without limiting any other rights or remedies of Franchisee, Franchisee will be entitled to a full refund upon the prompt return of the Devices to HP. HP will pay for shipment of repaired or replaced Devices to Franchisee and HP will be responsible for return shipment of the Devices to HP. This HPA states all remedies for warranty claims. To the extent permitted by law, HP disclaims all other warranties.

3. Confidentiality. Information exchanged under this HPA will be treated as confidential if identified as such at disclosure or if the circumstances of disclosure would reasonably indicate such treatment. Confidential information may only be used for the purpose of fulfilling obligations or exercising rights under this HPA, and shared with Franchisor, IPC, or either party’s’ employees, agents or contractors with a need to know such information to support that purpose. Confidential information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 5 years from the date of termination of this HPA or (if longer) for such period as the information remains confidential. These obligations do not cover information that: i) was known or becomes known to the receiving party without obligation of confidentiality; ii) is independently developed by the receiving party; or iii) where disclosure is required by law or a governmental agency.

4. Intellectual Property Rights. No transfer of ownership of any intellectual property will occur under this HPA. Franchisee grants HP a non-exclusive, worldwide, royalty-free right and license to any intellectual property that is necessary for HP and its designees to perform the ordered Services.

5. Intellectual Property Rights Infringement. HP will indemnify, defend, hold harmless from and against, and settle any claims against Franchisee that allege that any Devices supplied under this HPA infringes the intellectual property rights of a third party. HP will rely on Franchisee’s prompt notification of the claim and cooperation with our defense. HP may modify the Devices so as to be non-infringing and materially equivalent, or HP may procure a license. Without limiting the indemnification obligations herein, if these options are not available, HP will refund to Franchisee the amount paid for the affected Devices in the first year or the depreciated value thereafter. HP is not responsible for claims resulting from any unauthorized use of the Devices.

6. Global Trade Compliance and Recycling. Devices provided under this HPA are for Franchisee’s internal use and not for further commercialization. If Franchisee exports, imports or otherwise transfers Devices provided under these terms, Franchisee will be responsible for complying with applicable laws and regulations and for obtaining any required export or import authorizations. HP may suspend its performance under this HPA to the extent required by laws applicable to either party.

7. Limitation of Liability. HP’s liability to Franchisee under this HPA is limited to an amount no greater than $1,000,000. Neither Franchisee nor HP will be liable for lost revenues or profits, downtime costs, loss or damage to data or