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8 EFFECT OF TERMINATION
<br /> 8.1 Payments; Return of Rented Equipment. Upon any termination of this Agreement or any Schedule incorporated
<br /> by reference herein, Agency shall provide AMS with all outstanding payments due and, within ten (10) days of the
<br /> termination, return all rented and spare Equipment to AMS or, if so directed by AMS, to AMS' third party supplier. Upon
<br /> termination of this Agreement, each party shall deliver or destroy all Confidential Information of the other party which is in its
<br /> possession, care or control within thirty (30) days of termination except for backup and archived Client data.
<br /> 8.2 Rights to Equipment. Upon any termination of this Agreement or any Schedule incorporated by reference herein,
<br /> if Agency has rented the Equipment and not returned such Equipment in accordance with Section 8.1 above, to the extent
<br /> permitted by law, AMS shall have the right to enter (directly or through an authorized designee) upon Agency's premises and
<br /> remove the Equipment, and Agency shall reimburse AMS for the expenses, including legal fees, incurred in connection with
<br /> any such removal. To the extent permitted by law, Agency hereby waives any right to notice and a judicial hearing prior to
<br /> such removal by AMS.
<br /> 9 ALLOCATION OF LIABILITY
<br /> 9.1 UNDER NO CIRCUMSTANCES SHALL A PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTY
<br /> OR ANY OTHER THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL
<br /> DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, PROFITS, DATA, (OR USE
<br /> THEREOF), OR BUSINESS INTERRUPTION ARISING OUT OF ANY ACTS OR FAILURES TO ACT, WHETHER SUCH
<br /> DAMAGES ARE LABELED IN STRICT LIABILITY, TORT, CONTRACT OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED
<br /> OF THE POSSIBILITY OF SUCH DAMAGES.
<br /> 9.2 AMS HAS NO RESPONSIBILITY OR LIABILITY FOR ACTS THAT MAY BE COMMITTED BY INDIVIDUALS
<br /> WHILE THEY ARE CLIENTS. UNDER NO CIRCUMSTANCES SHALL THE TOTAL LIABILITY OF AMS FOR ALL CLAIMS
<br /> OF ANY KIND WHATSOEVER, AND UNDER ANY THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY
<br /> AGENCY TO AMS DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EARLIEST EVENT GIVING RISE
<br /> TO THE CLAIM.
<br /> 9.3 The limitations set forth in this Section 9 shall apply even if any exclusive remedy in this Agreement fails of its
<br /> essential purpose. The allocation of liability in this Section 9 represents the agreed and bargained for understanding of the
<br /> parties and each party's compensation hereunder reflects such allocations.
<br /> 10 MISCELLANEOUS PROVISIONS
<br /> 10.1 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of
<br /> Colorado without regard to its conflicts of laws provisions. AMS and Agency hereby irrevocably consent to jurisdiction,
<br /> service of process and venue in the City and County of Denver, Colorado.
<br /> 10.2 Arbitration. Disputes arising under this Agreement that cannot be resolved informally by the parties through good
<br /> faith negotiations shall be resolved by arbitration before a sole arbitrator appointed and operating pursuant to the Federal
<br /> Arbitration Act and Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted
<br /> in the City and County of Denver, Colorado. The written decision of the arbitrator shall be final, binding and
<br /> convertible to a court judgment in any appropriate jurisdiction. Each party shall bear its own expenses with respect to
<br /> such arbitration and shall share equally in the expenses of the arbitrator and the fees of the American Arbitration Association.
<br /> 10.3 Injunctive Relief. Notwithstanding anything above to the contrary, either party at any time may apply to a court
<br /> having jurisdiction thereof for a temporary restraining order, preliminary injunction or other appropriate order where such relief
<br /> may be necessary to protect its interests (including, without limitation, any breach of the obligations under Sections 3 and /or
<br /> 5), without any showing or proving of any actual damages and without posting a bond or other security.
<br /> 10.4 Non Discrimination. To the extent required by law, AMS shall have in place a policy against discrimination such
<br /> that no person shall be excluded from full employment rights or participation in or the benefits of any program, services or
<br /> activity on the grounds of race, color, creed, religion, age, sex, disability, marital status or national origin, and no person who
<br /> is protected by applicable federal or state laws shall be otherwise subjected to discrimination.
<br /> 10.5 Assignment. Except as expressing permitted herein, neither party may transfer or assign this Agreement, in
<br /> whole or in part, without the written consent of the other party and any such attempt at transfer or assignment shall be void.
<br /> Notwithstanding the foregoing, AMS may transfer or assign this Agreement to an entity that is an affiliate of AMS or, in the
<br /> event of a sale of all or substantially all of its assets or equity, each without the consent of Agency. This Agreement shall
<br /> extend to and be binding upon any successors and permitted assigns of the parties.
<br /> 10.6 No Agency: Independent Contractor. The use of the term "Agency" in this Agreement is solely for convenience
<br /> and is not intended to make either party an agent of the other party. This Agreement does not constitute and shall not be
<br /> Alcohol Monitoring Systems, Inc. 5 Confidential
<br /> Agency Products and Services Agreement Rev. 06/13
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