8. LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER
COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL,
CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT
OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING
FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS. COMPANY'S MAXIMUM LIABILITY
HEREUNDER IS EXPRESSLY LIMITED TO THE AMOUNT PAID UNDER THIS AGREEMENT BY
DISTRIBUTOR TO COMPANY WITHIN [NUMBER] MONTH PERIOD IMMEDIATELY PRECEDING THE
CAUSE GIVING RISE TO THE CLAIM.
9. DISTRIBUTOR OBLIGATIONS
9.1 Marketing Efforts
Distributor agrees to use its best efforts to promote the sale of the Products in the Territory.
Distributor agrees to permit Company to review all of Distributor's promotion and advertising material
for the Products prior to use. Distributor shall not use and shall withdraw and retract any promotion or
advertising that Company finds unsuitable, or is in breach of the terms of this Agreement. For the
then current license fee, Company agrees to deliver to Distributor a single-user version of the
software Product (the "Single-User Version"). In the event Company delivers the Single-User Version
to Distributor, use of the Single-User Version shall be subject to the terms and conditions of this
Agreement.
9.2 Prohibited Practices
Distributor may not make any contracts or commitments on behalf of Company nor make any
warranties or other representations regarding the Products other than those authorized herein or by
Company in a separate writing.
10. ACCOUNTS, AUDITS AND INSPECTION
10.1 Distributor to Keep Records
The Distributor will keep all proper books, records and accounts ("Records") relating to the
distribution of the Product and will retain such Records for a period of [NUMBER] years after the date
of termination of this Agreement.
10.2 Company's Right to Inspect Records
The Company is entitled, on [NUMBER] Business Days prior notice in writing to the Distributor, to
attend (or appoint an independent accountant to attend) the Distributor's premises and inspect such
of the Distributor's Records as may be reasonably necessary to verify the information contained in
any Report delivered by the Distributor under this Agreement. The Distributor must permit any such
inspection at any time up to [NUMBER] years after termination of this Agreement.
10.3 Payment of Any Difference Revealed by Inspection
A. If an inspection under Article 10.2 reveals that the total amount payable to the Company in
respect of any Calendar Quarter is a sum greater than the amount specified in the relevant
Report or Reports, then the Distributor will pay to the Company the difference within
[NUMBER] days of demand in writing by the Company which demand will be accompanied
by a copy of any accountant's report.
B. If the amount payable to the Company under this Article 10.2 exceeds the amount specified
in the relevant Report or Reports by 5% or more, then the Distributor will also pay the costs
and expenses of that inspection.
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