ORBCOMM^® Master Purchase and Services Agreement

This Master Purchase and Services Agreement, including all exhibits, policies, and documents incorporated herein (the "Agreement") is entered into on the date listed in the Sales Order Acknowledgement (“Effective Date”), by and between the ORBCOMM entity described below (“ORBCOMM”), and the customer issuing the purchase order (the "Customer"). ORBCOMM and the Customer may each be referred to herein as a “Party” or collectively as the “Parties.”

The terms of this Agreement apply to any Order placed by Customer, although certain terms apply exclusively to Equipment or Data Services, if specified. In addition, some Equipment and Data Services are also subject to Product-Specific Terms.

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1. Definitions. All terms defined in this Agreement shall have the same meaning when used in any policy, procedure, or document incorporated herein by reference, unless otherwise defined in such incorporated policy, procedure, or document.
   • “Activation” means, with respect to a unit of Equipment, the configuration of the Equipment to start transmitting messages to and/or from an ORBCOMM website. Activation occurs upon ORBCOMM’s action in response to notice from the Customer (or Customer’s customer if Customer is not the purchaser of the Data Service) to ORBCOMM’s customer service center of units, identified by ORBCOMM identification number (provided with the Equipment), to be activated. This notice may be given by any method authorized in ORBCOMM’s customer service procedures in effect at the time and communicated to Customer either directly in writing or by posting on ORBCOMM’s website.
   • “Affiliate” means with respect to a specified entity, an entity that directly or indirectly through one or more intermediaries, is controlled by that entity, in each case where the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract interest or otherwise.
   • “Data Service” means the provision to the Customer of processed data derived from Equipment installed on relevant mobile or fixed assets using ORBCOMM’s proprietary software, websites, and/or an optional direct data feed from ORBCOMM’s servers, all as more fully described in the Data Service Terms and Conditions. Customer’s use of the Data Service is subject to the Data Service Terms and Conditions available at orbcomm.com/en/data-service-terms-conditions, which are incorporated herein by reference.
   • “Equipment” and/or “Unit(s)” means the telematics units or other hardware, Software Components incorporated into such hardware, and Peripheral Devices provided by ORBCOMM. Customer’s purchase and use of any Equipment is subject to the Equipment Terms and Conditions available at orbcomm.com/en/equipment-sale-terms-conditions, which are incorporated herein by reference.
   • “Intellectual Property” means all trademarks, copyrights, patents, trade secrets and other ideas, data, inventions, discoveries, developments, enhancements, works of authorship, programs, and technical, business, and other information.
   • “Peripheral Devices” means any Equipment furnished by ORBCOMM to Customer hereunder that was not manufactured by or specifically for ORBCOMM and carrying the ORBCOMM brand, such as batteries, temperature probes, door sensors, fuel sensors, antennas, cargo sensors, cabling, and conduits.
   • “Product-Specific Terms” means the product-specific terms that apply only to certain Equipment or Data Services, available at orbcomm.com/en/productspecificterms and incorporated herein by reference.
   • “Sales Order Acknowledgement” or “SOA” means a document issued by ORBCOMM after receipt of a Customer purchase order indicating its acceptance of Customer’s offer to purchase which incorporates by reference the terms and conditions of this Agreement.
   • “Training” means the provision by ORBCOMM to Customer of training on the installation of the Equipment when Customer has chosen to perform the Equipment installation and/or operation of the Data Services.
2. Purchases Under this Agreement. A purchase from ORBCOMM shall be made by a purchase order as acknowledged by ORBCOMM with a related SOA subject to the following (each an “Order”):
   • An Order refers to any written purchase order or other written offer issued by the Customer to ORBCOMM, specifying the products or services to be purchased which may include, but is not limited to, Equipment, Data Services, or Training. Each Order must specify the quantity, type, and price of the products or services, as well as any necessary details or special instructions. Orders may be subject to minimum order quantities, which vary by product and shipping location.
   • ORBCOMM may accept the Customer’s offer to purchase by issuing an SOA to the Customer. Once an SOA is issued and accepted, the Order is considered binding under the terms and conditions of this Agreement.
   • Notwithstanding the foregoing, the Parties agree: (i) the terms of this Agreement shall supersede any terms included in or on a purchase order or similar document, which are null and void and shall have no force or effect and (ii) if an Order does not incorporate by reference this Agreement and ORBCOMM accepts the Order, the terms and conditions of this Agreement shall govern by default.
3. Payment Terms.
   • All payments shall be in U.S. Dollars, or otherwise agreed local currency, and due in full within thirty (30) days following the invoice date. All fees paid or payable under this Agreement are noncancelable and nonrefundable. Invoiced amounts are not subject to reduction, by set-off or otherwise. Customer will make all payments by check, ACH, wire transfer (for international payments) or credit card. Credit card payments are subject to a three (3%) percent processing fee. Payments must be made to a U.S. bank, and Customer is responsible for any fees incurred by Customer’s own bank. All fees incurred by ORBCOMM due to Customer requirements to submit Customer invoices through a billing platform for invoicing and payment purposes or any fees associated with processing credit card payments shall be the sole responsibility of Customer. ORBCOMM shall promptly invoice Customer as a separate line item as invoices are received by the applicable billing platform or as charges are incurred by ORBCOMM. Customer will be required to pay a late charge equal to one and one-half (1.5%) percent per month on all amounts not paid within thirty (30) days of the date of invoice. Should Customer fail to make payment as required in this section or if ORBCOMM reasonably believes Customer’s financial condition does not justify delivery of Equipment or Data Service, as the case may be, on the terms of payment above, ORBCOMM may require a letter of credit or full or partial payment in advance, may stop delivery of Equipment in transit, may reclaim Equipment upon demand, discontinue any Data Service, and/or may terminate any order or any portion thereof.
   • Without limiting any other remedy available to ORBCOMM under this Agreement or applicable law, in the event any undisputed invoice for Data Service becomes past due, ORBCOMM may suspend the Data Service. Once the Service(s) has been suspended, such Services may be reactivated only upon receipt by ORBCOMM of all outstanding undisputed amounts then owing (together with accrued interest thereon as applicable).
   • ORBCOMM will consider and investigate billing disputes if made within ten (10) days of the date of the invoice containing the disputed charges. Customer may dispute all or a portion of an invoice by written notification including sufficient detail and explanation to allow ORBCOMM to understand and investigate the disputed portion.
4. Taxes.
   • Pricing is exclusive of any applicable taxes, duty, tariffs or fees (collectively “taxes and fees”) including, but not limited to, sales, use, excise, import, export, or any similar tax or any fee to comply with applicable government imposed regulations whatsoever including, but not limited to, environmental regulations regarding elimination of certain chemical content and recycling fees, FCC regulations, and any other regulations that govern or affect the provision of the Equipment or Data Service, including any tax or fee levied on the transaction as a result of an audit by a governmental body.
   • Taxes and fees will be invoiced to and paid by the Customer in accordance with section 3. If Customer purchases the Equipment for installation on assets to be sold, leased, rented, or otherwise furnished to Customer’s customers, Customer may submit a valid exemption certificate from the applicable state or states in lieu of payment of sales taxes; however, Customer shall indemnify and defend ORBCOMM at Customer’s expense against all liability for any taxes or assessments, plus any interest, fines and penalties, assessed by any governmental entity, which are not invoiced by ORBCOMM to Customer in reliance upon an exemption certificate by Customer that such taxes or assessments are not applicable to the sale.
5. Term and Termination. The Term of this Agreement commences on the Effective Date and shall continue until either Party gives written notice of termination to the other at a time when no Order remains in effect. In addition, either Party may terminate this Agreement, if the other Party is in material breach of this Agreement and fails to cure such breach within sixty (60) days after written notice thereof. Any such notice of material breach shall be in writing, identified as a notice of material breach, and specifically setting forth the term(s) of this Agreement alleged to have been breached.
6. Confidentiality
   • “Confidential Information” means all documents, software, reports, data, records, forms and other materials obtained by one party (the “Receiving Party”) from the other party (the “Disclosing Party”) or at the request or direction of the Disclosing Party in the course of performing or proposing the applicable offering: (i) that have been marked as confidential; (ii) whose confidential nature has been made known by the Disclosing Party to the Receiving Party; or (iii) that due to their character and nature, a reasonable person under like circumstances would treat as confidential including, but not limited to, non-public information regarding a Disclosing Party’s products, features, marketing, and promotions, as well as the terms of this Agreement and any pricing provided by ORBCOMM other than ORBCOMM’s published list prices. Notwithstanding the foregoing, Confidential Information does not include information which: (1) is already known to the Receiving Party at the time of disclosure by the Disclosing Party; (2) is or becomes publicly known through no wrongful act of the Receiving Party; (3) is independently developed by the Receiving Party without benefit of the Disclosing Party’s Confidential Information; (4) is received by the Receiving Party from a third party without restriction and without a breach of an obligation of confidentiality.
   • The Receiving Party will deliver to the Disclosing Party or destroy all Confidential Information of the Disclosing Party and all copies thereof when the Disclosing Party requests the same, except for copies retained in work paper files or records, anything that may be stored in back up media or other electronic data storage systems, latent data, and metadata, the foregoing of which shall continue to be Confidential Information and subject to the restrictions herein. Except as otherwise set forth in this section 6, the Receiving Party shall not disclose to any person any Confidential Information of the Disclosing Party without the Disclosing Party’s express, prior written permission; provided, that notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent that it is required or necessary to be disclosed pursuant to a statutory or regulatory provision or court or administrative order or to submit and process an insurance claim. In addition, the Receiving Party shall not decompile, disassemble, decode, reproduce, redesign, reverse engineer or create derivative works from any Confidential Information, samples or computer software containing Confidential Information or any part thereof.
   • The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, contractors, consultants, advisors (collectively, “Representatives”) subject to the confidentiality obligations imposed herein. Each Party shall exercise the same level of care to protect the other’s information as it exercises to protect its own Confidential Information but in no event less than reasonable care. In the event of an actual or anticipated unauthorized disclosure, the Receiving Party will immediately notify the Disclosing Party upon discovery of any such unauthorized use or disclosure and will cooperate in any reasonable way to help the other Party regain possession of the Confidential Information and prevent further unauthorized use or disclosure.
   • If the Receiving Party receives a subpoena or other validly issued administrative or judicial demand requiring it to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall, unless prohibited by law, provide prompt written notice to the Disclosing Party of such demand to permit it to seek a protective order. So long as the Receiving Party gives notice as provided herein, the Receiving Party shall be entitled to comply with such demand to the extent required by law, subject to any protective order or the like that may have been entered in the matter. In the event the Receiving Party is requested to testify or produce its documents relating to the Services hereunder pursuant to subpoena or other legal process in judicial or administrative proceedings to which it is not a party, or in connection with an informal inquiry or investigation with the consent of the Disclosing Party, the Disclosing Party shall reimburse the Receiving Party for its time and expenses, including reasonable attorney’s fees, time and expense, incurred in responding to such requests.
7. Intellectual Property.
   • All title and Intellectual Property rights in and to the Equipment, Data Service, Products, and Services are owned or licensed by ORBCOMM. Nothing in this Agreement grants Customer any rights in and to any such Intellectual Property rights except for the limited rights expressly granted herein. Customer will not copy, reproduce, reverse engineer, decompile, deconstruct or disassemble the Equipment or Data Service, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
   • Customer is only granted a limited, personal, non-exclusive, non-transferable license to use the Software Components while resident on and in connection with the use of the Equipment for the sole purpose of obtaining and sending data or commands in the operation of Customer's (or Customer’s customer, if Customer is not the purchaser of the Data Service) business over the internet or via direct linkage to Customer's existing information systems through ORBCOMM’s Data Service.
     1. “Software Components” means software and/or firmware programs or scripts embedded in the Equipment or otherwise furnished with or in connection to the Equipment by ORBCOMM but does not include ORBCOMM’s Data Services. The Software Components are proprietary Intellectual Property owned by ORBCOMM or owned by a third-party provider and licensed to ORBCOMM. Customer shall and shall not allow any third party to (i) make any copies; (ii) download; (iii) reverse engineer; (iv) decompile; or (vi) disclose, the Software Components to any third party. The Software Components are designed and licensed to Customer solely for use in connection with ORBCOMM’s Data Service. Any use or attempted use with any other data service whatsoever shall automatically terminate and cancel all of Customers rights and its license with respect to the Software Components.
     2. Customer shall have no rights in the Software Components except as expressly provided in this section.
     3. To the extent that Customer purchases, with ORBCOMM’s approval, Equipment for installation on assets to be sold, rented, leased, or otherwise furnished by Customer’s customers, Customer shall be permitted to sublicense the Software Components to its customers, but only on the same terms and subject to the same restrictions, stated in this section.
8. Infringement Indemnity.
   • ORBCOMM shall defend Customer against any claim brought against Customer by an unaffiliated third party alleging that the Equipment or Data Services, as provided by ORBCOMM, infringes or misappropriates any third party Intellectual Property rights, including without limitation, infringement of U.S. patent or trade secrets under U.S. law (“Claim”) and will indemnify and hold Customer harmless from any damages, losses, liabilities, reasonable attorney’s fees, expenses and costs finally awarded against Customer as a result of a Claim. Notwithstanding the foregoing, ORBCOMM shall have no obligation or liability for a Claim to the extent that the alleged Intellectual Property infringement(s) arises from (i) the combination, operation, or use of the Equipment with products not supplied by ORBCOMM except as intended or approved by the ORBCOMM specifications or installation instructions; (ii) alterations to the Equipment, which were not made or authorized by ORBCOMM; (iii) use of the Equipment in a manner not in accordance with the specifications or ORBCOMM's express directions; or (iv) the Customer’s use of aversion of Software Components where a more current version that would have avoided the infringement was made available by ORBCOMM. In the event Customer is enjoined from using the Equipment in a final judgment by a court of competent jurisdiction in a Claim covered by this section 8.a, ORBCOMM shall, at its option and expense, (a) procure for Customer the right to continue to use the Equipment; (b) replace or modify the Equipment so that it becomes non-infringing without reducing or altering the functionality of the Equipment in any material respect; or (c) give Customer a refund in an amount equal to the fees paid by Customer to ORBCOMM for the enjoined Equipment under this Agreement depreciated on a pro rata basis from the date of shipment. If any claim for which indemnity is or may be sought hereunder is made, Customer agrees (i) to promptly notify ORBCOMM in writing; (ii) to cooperate with ORBCOMM; and (iii) to allow ORBCOMM sole authority to control the defense and settlement of such Claim.
   • Except to the extent that section 8.a., applies, Customer shall indemnify and save ORBCOMM harmless from and against losses, damages, liabilities, fines, penalties, and expenses (including reasonable attorneys' fees) that arise out any third party claim alleging that the manner of installing, configuring or using the Equipment and/or Data Services not in accordance with ORBCOMM’s specifications or installation instructions or methods employed by Customer through combining or integrating the Equipment and/or Data Services with non-ORBCOMM products or services infringes its patent, copyright or trademark, including, but not limited to, improper, false, and/or invalid patent, trademark, and/or copyright markings, misappropriation of trade secrets or other rights occasioned thereby.
   • THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF ORBCOMM FOR INFRINGEMENT AND IS IN LIEU OF ANY AND ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED OR STATUTORY IN REGARD THERETO.
9. LIMITATION OF LIABILITY.
   • IN NO EVENT SHALL ORBCOMM OR ITS THIRD-PARTY SERVICE PROVIDERS, INCLUDING THIRD PARTY TELECOMMUNICATION PROVIDERS AND MICROSOFT, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF PRODUCT, LOSS OF SERVICE, LOSS OF LOAD, COLLATERAL DAMAGE TO PROPERTY, BUSINESS INTERRUPTION, LOSS OF OR INCORRECT BUSINESS INFORMATION, LOSS OF DATA AND THE LIKE SUFFERED OR INCURRED BY CUSTOMER OR ANY THIRD PARTY. THIS LIMITATION APPLIES TO DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, THE USE, PERFORMANCE, OR NON-PERFORMANCE OF ANY EQUIPMENT, SERVICES, OR FUNCTIONALITY PROVIDED HEREUNDER, OR ANY OTHER OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE STATUTORY, WERE FORESEEABLE OR ORBCOMM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   • ORBCOMM’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING THE EQUIPMENT, SERVICES, FUNCTIONALITY, OR USE OF ORBCOMM’S WEBSITES OR DATA FEEDS, SHALL NOT EXCEED THE LESSER OF: (A) THE AMOUNT PAID BY CUSTOMER FOR DATA SERVICES DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) IF THE CLAIM ARISES FROM EQUIPMENT, THE PRICE PAID BY CUSTOMER FOR THE EQUIPMENT THAT IS THE SUBJECT OF THE DAMAGE CLAIM. THE PARTIES ACKNOWLEDGE THAT NO OTHER RIGHTS OR REMEDIES (EXPRESS OR IMPLIED), INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN THE UNIFORM COMMERCIAL CODE, APPLY TO THIS AGREEMENT. THESE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK AGREED UPON BY THE PARTIES AS A MATERIAL COMPONENT OF THE ECONOMIC BARGAIN.
10. Force Majeure. Neither Party shall be held responsible for failure or delay in performance or delivery if such failure or delay is the result of an act of God, the public enemy, denial of service attack, embargo, governmental act (other than the failure to obtain permits from a governmental authority), fire, accident, war, riot, strikes, inclement weather or other cause of a similar nature that is beyond the control of the Parties. In the event of such occurrence, this Agreement shall be amended by mutual agreement to reflect an extension in the period of performance and/or time of delivery. Failure to agree on an equitable extension shall be considered a claim or controversy and resolved in accordance with section 19.
11. No Joint Venture. The Parties hereunder are independent contractors, and nothing in this Agreement will be construed as creating a partnership, franchise, joint venture, employer-employee, or agency relationship. Neither Party shall have the right to and neither Party shall control the means or methods by which the other Party carries out its obligations under this Agreement or any Order.
12. No Third-Party Beneficiaries. The provisions of this Agreement are for the benefit of the Parties and not for any other person or entity. In particular, a cross-reference in an Order to another person or entity who may be purchasing equipment or services to be used in conjunction with those purchased by the Customer is not intended to, and shall not, constitute the referenced person or entity a party to or beneficiary of this Agreement or the referencing Order.
13. Network Changes. ORBCOMM disclaims all liability including, but not limited to, Equipment functionality, in the event of technical, satellite or network changes made by a telecommunications carrier, satellite or government regulator to a telecommunications network that result in a Customer’s inability to continue to use, or the degradation of performance, of either the Equipment or Data Service. ORBCOMM will use commercially reasonable efforts to provide notice of such changes once notification by the applicable carrier has been received so that Customer may plan for the transition.
14. Severability. If any provision of this Agreement or any Order hereunder is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. The Parties intend that the provisions of this Agreement and Orders be enforced to the fullest extent permitted by applicable law. Accordingly, the Parties agree that if any provision is deemed not enforceable, it will be deemed modified to the extent necessary to make it enforceable.
15. Assignment. This Agreement and any Order is binding on the Parties and their respective successors and assigns. Neither this Agreement nor any interests or obligations of Customer shall be assigned or transferred (by operation of law or otherwise) without the prior written consent of ORBCOMM. ORBCOMM may, without the consent of Customer, assign or delegate any of its interest or obligations hereunder.
16. Notices. All notices between the Parties must be in English and in writing and will be deemed given as of the day they are received either by messenger, delivery service, or three (3) days after being deposited with a government run postage service , postage prepaid, addressed to the Party as specified above, or to such other addresses as the Party to receive the notice or request so designates by written notice to the other Party.
17. Marketing. Each Party is prohibited from using in advertising, publicity, promotion, marketing, or other similar activity, any name, trade name, trademark, or other designation, including any abbreviation, contraction, or simulation, of the other Party without the prior written permission of the other Party. Notwithstanding the foregoing, ORBCOMM may identify Customer by name on its customer list or similar marketing presentation.
18. Amendment. ORBCOMM may amend or modify this Agreement from time to time by posting the updated version to its website. Any such amendments will become effective upon posting or on such later date as ORBCOMM may specify in the updated Agreement. Customer's continued use of ORBCOMM's services following the posting of any amendment constitutes acceptance of such amendment.
19. Governing Law and Venue.The ORBCOMM entity entering into this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled. Each party agrees to the applicable governing law below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Neither Party may bring any action for a claim under this Agreement later than one (1) year after the termination of this Agreement; provided that claims under any provision of this Agreement that survive termination of this Agreement may be brought within one year of the later of the occurrence of the event giving rise to the claim and actual knowledge thereof by the Party asserting such claim.
20. Compliance with Laws
    • Each Party will comply in all material respects with all applicable laws, rules, and regulations of any country or governmental authority with jurisdiction over the performance of its obligations under this Agreement. Additionally, each Party and its respective agents, Affiliates and subsidiaries shall at their own expense, and shall cause their respective employees to, comply with all applicable local, national, regional and international laws, ordinances, regulations, codes, standards, directives and international conventions and agreements to the extent that any of the foregoing have the force of law by being directly enforceable by a governmental authority, a court or other proper tribunal, (collectively “Laws”), including, as applicable, but not limited to all such requirements relating to: (a) data privacy; (b) information security; and (c) anti-bribery and records keeping laws, conventions and/or directives of each country in which such Party conducts business as it relates to this Agreement including, but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act regarding offering of bribes or gratuities to any person, whether or not a government official, the Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Public Officials (“OECD”) and the Organization of American States (“OAS”) convention bilateral anti-corruption treaty (also known as the Inter-American Convention Against Corruption), including but not limited to offering of payment or transfer of anything of value as defined in the FCPA and other laws implementing the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.
    • Customer agrees that in carrying out its duties and responsibilities under this Agreement, it will neither undertake nor cause nor permit to be undertaken, any activity which either (i) is illegal under any laws, decrees, rules, or regulations in effect in any applicable countries; or (ii) would have the effect of causing ORBCOMM to be in violation of any laws, decrees, rules, or regulations in effect in applicable countries.
    • Customer acknowledges and agrees that, in some countries, Customer’s acquisition, utilization, or provision to a third party of Data Services or Equipment may constitute a regulated telecommunication undertaking. Accordingly, Customer, its respective agents, Affiliates, and subsidiaries shall at their own expense, and shall cause their respective employees to obtain and/or maintain any required authorization where the proposed activity to be undertaken by Customer hereunder would otherwise be prohibited or restricted by applicable law or regulation.
    • Customer agrees at all times to comply with all applicable laws or regulations, as they may exist from time to time, regarding export licenses or the control or regulation of exportation or re-exportation of products or technical data sold or supplied to Customer. In the case of an international sale, that is, one in which Customer has designated a destination address for Equipment or technical data that is outside the United States, ORBCOMM shall be responsible for obtaining any required export licenses from the United States Government to cover such sale to such designated destination. Customer shall be responsible for obtaining from all necessary governmental authorization to import the Equipment or technical data to such designated destination. Customer shall not violate the terms of any applicable export authorization, divert or suffer the diversion of any shipment of Equipment or technical data from its designated destination and shall not otherwise export (as the term is defined in applicable United States laws), re-export, re-import, or forward any Equipment or technical data without first obtaining all necessary prior authorization from the United States Government and/or any other government with jurisdiction over such transaction. To the extent that Customer purchases, with ORBCOMM’s approval, Equipment for installation on assets to be sold, rented, leased, or otherwise furnished by Customer’s customers, Customer shall use commercially reasonable efforts to ensure that such end users shall comply with the obligations set forth herein, including this section 20.
21. No Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other breach by that party, whether prior or subsequent. Any waiver of any provision of this Agreement must be expressly authorized in writing by the Party whom the waiver is being enforced against.
22. Survival. Sections 6, 7, 9, and 19, together with any other provisions of this Agreement which by their nature are intended to survive termination or expiration, shall survive and remain in full force and effect following the termination or expiration of this Agreement.
23. Integration. THIS AGREEMENT, INCLUDING ALL RELATED EXHIBITS, TERMS AND CONDITIONS, OR POLICIES INCORPORATED HEREIN (AS MAY BE AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 18) REPRESENTS THE PARTIES' ENTIRE AGREEMENT.