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7 <br />ARTICLE 9 – SUBSTITUTIONS <br /> <br />Except as otherwise permitted hereunder, Vendor may not make any substitutions of Products, or any <br />portion thereof, of any kind without the prior written consent of Purchaser. <br /> <br />ARTICLE 10 - COMPLIANCE WITH LAWS <br /> <br />10.1 Vendor agrees to comply with all Applicable Laws and at Vendor’s expense, secure and <br />maintain in full force during the term of this Agreement, all licenses, permits, approvals, authorizations, <br />registrations and certificates, if any, required by Applicable Laws in connection with the performance of its <br />obligations hereunder. At Purchaser’s request, Vendor shall provide to Purchaser copies of any or all such <br />licenses, permits, approvals, authorizations, registrations and certificates. <br /> <br />10.2 Purchaser has taken all required governmental action to authorize its execution of this <br />Agreement and there is no governmental or legal impediment against Purchaser’s execution of this <br />Agreement or performance of its obligations hereunder. <br /> <br />ARTICLE 11 – PUBLICITY / CONFIDENTIALITY <br /> <br />11.1 No news releases, public announcements, advertising materials, or confirmation of same, <br />concerning any part of this Agreement or any Purchase Order issued hereunder shall be issued or made <br />without the prior written approval of the Parties. Neither Party shall in any advertising, sales materials or in <br />any other way use any of the names or logos of the other Party without the prior written approval of the other <br />Party. <br /> <br />11.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may <br />hereafter disclose to Purchaser, and which in any way relates to the Products and Services covered by this <br />Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary <br />information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this <br />Agreement. <br /> <br />ARTICLE 12 - RIGHT TO AUDIT <br /> <br />Subject to Vendor’s reasonable security and confidentiality procedures, Purchaser, or any third party <br />retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business <br />hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts <br />pertain to sale of any Products and Services hereunder or otherwise relate to the performance of this <br />Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least <br />three (3) years after the date of expiration or termination of this Agreement. The Purchaser’s right to audit <br />under this Article 12 and Purchaser’s rights hereunder shall survive the expiration or termination of this <br />Agreement for a period of three (3) years after the date of such expiration or termination. <br /> <br /> <br />ARTICLE 13 - REMEDIES <br /> <br />Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set forth in this <br />Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all rights and <br />remedies under Applicable Law, including without limitation, equitable relief. The provisions of this Article shall <br />survive the expiration or termination of this Agreement. <br /> <br /> <br />8.L. - Page 11 of 291 <br />366