Unless specifically stated otherwise in the applicable service memo, the below Terms and Conditions (the “Agreement”) shall apply to all service requests made by MicroRam to any service provider (“Provider”) pursuant to a MicroRam issued service memo that references or incorporates this agreement.


1. Acceptance of Order Subject to this Agreement: Provider acknowledges that all services provided to MicroRam by Provider is subject to and expressly limited to the terms and conditions in this Agreement and in the applicable MicroRam issued service memo (the “Service memo”) and all terms of service shall be governed exclusively by the provisions of this Agreement and the Service memo notwithstanding any preprinted terms and conditions on any order acceptance, invoice, packing list or order tracking document issued by Provider. Any additional, conflicting or different terms in any Provider document are hereby deemed to be material modifications of this Agreement and notice of objection to and rejection of such terms is hereby given.

2. Product Documentation: Packing slips, with correct Service memo number referenced, shall accompany all shipments. Shipments shall be routed via carrier notes. Provider shall ensure that all items are correctly classified on the bill of lading to obtain minimum freight rates.

3. Compliance with Applicable Laws: Provider is responsible for ensuring all its services and all shipment of the product complies with all applicable international, federal, state, county, municipal or other laws and regulations. MicroRam shall not be responsible or liable for any discharge, spill, damage, or other incident involving any product prior to MicroRam’s receipt and acceptance of such product.

4. Lost or Damaged Product: Provider will be responsible for MicroRam’s replacement costs and any additional expenses incurred by MicroRam in connection with products that are lost or damaged while in Provider’s possession or control and/or due to Provider’s negligence.

5. Delays: Provider is responsible for ensuring its services are completed and the applicable product is returned to MicroRam no later than the due date specified in the service memo and Provider shall confirm the definite shipping date of the product to MicroRam in writing. Provider shall be responsible for costs or damages incurred by MicroRam due to any delays in Provider’s services and/or the return of the product to MicroRam.

6. Indemnification: Provider agrees to indemnify, defend and hold harmless MicroRam and its officers, directors, employees, representatives, agents, and customers and their respective successors and assigns, from, against and in respect of, any claims, actions, liability, loss, cost, damage, expense, penalty, fine, or payment, including reasonable attorneys’ fees and expenses, incurred or suffered with respect to any and all claims, controversies, legal actions and proceedings arising (i) from any breach of this Agreement and/or the terms of the Service memo by Provider, (ii) any negligence or willful misconduct of Provider, (iii) any personal injury or property damage caused by Provider’s service or failure to adequately perform Provider’s service; (iv) any claim or allegation that Provider’s service violates any applicable law or regulation; and (v) that Provider’s provision of services to MicroRam is a breach of any obligation Provider has to a third party.

7. No Undisclosed Compensation: Provider warrants and represents that neither Provider nor any affiliate of Provider have offered or given, or will or give, any compensation or thing of value to any third party to induce such third party to encourage or cause MicroRam to utilize Provider’s services.

8. Confidentiality: Provider acknowledges and agrees that the Service memo constitutes and contains proprietary and confidential information of MicroRam and, in the course of fulfilling the Service memo, Provider may have access to other non-public information of MicroRam, including but not limited to information concerning pricing, designs, customers, vendors, marketing materials, research, and other information concerning MicroRam’s business (collectively the “Confidential Information”). Provider agrees to maintain the confidentially of all Confidential Information that Provider receives and not use such Confidential Information for any purpose other than for performing Provider’s obligations pursuant to the Service memo.

9. Non-Solicitation: Provider agrees that for two (2) years following the date of the applicable service memo, Provider shall not directly or indirectly solicit or retain any employee of MicroRam for employment, as an independent contractor, consultant, or otherwise to perform services for Provider or its affiliates, and will not initiate, participate in, or contribute to any interference with MicroRam’s employment relationship with any such person; provided, however, that nothing herein shall restrict or preclude Provider’s right to make generalized searches for employees by use of advertisements in the media (including, without limitation, trade media) or by engaging search firms which are not targeted or focused on employees of MicroRam.

10. Choice of Law: The laws of the State of Florida (without giving effect to its conflict of law principles) shall govern all matters arising out of or relating to this Agreement and/or the Service memo including, without limitation, the validity, interpretation, construction, performance and enforcement of this Agreement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or the Service memo.

11. Designation of Forum: Any legal action or proceeding arising out of or relating to the services performed by Provider, this Agreement and/or the Service memo shall be brought in either the United States District Court for the Middle District of Florida or in any court of the State of Florida sitting in Hillsborough County, Florida (the “Designated Courts”). Provider consents to the exclusive personal jurisdiction of the Designated Courts for the purpose of all legal actions and proceedings arising out of or relating to this Agreement and/or the Service memo. Provider further agrees that the exclusive choice of forum set forth in this Section does not prohibit the enforcement of any judgment obtained in the Designated Courts or any other appropriate forum. In any litigation to enforce a party’s obligations or rights under this Agreement and/or the Service memo, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in such litigation and any appeals.

12. Amendment: The parties may not amend this Agreement or the Service memo orally. This Agreement and/or the Service memo may only by amended by a written agreement signed by MicroRam.

13. No Waiver: No waiver of any provision of this Agreement, and no consent to any departure by MicroRam from the terms and conditions of this Agreement, shall be effective unless such waiver or consent is given in writing by MicroRam (in which case the waiver or consent shall be effective only in the specific instance, and only for the specific purpose, for which it was given). No failure or delay by MicroRam in exercising any right or remedy, or requiring the satisfaction of any condition under this Agreement, and no course of dealing between the parties, shall operate as a waiver or estoppel of any right or remedy of MicroRam hereunder, or limit or prevent the subsequent enforcement of any provision of this Agreement by MicroRam.

14. Integration: This Agreement and the Service memo constitute the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement and in the Service memo. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement and the Service memo are expressly merged into and superseded by this Agreement and the Service memo. The provisions of this Agreement may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings.

15. Severability: If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force.

16. Assignment: Provider may not assign any of its rights, or delegate any of its duties, under this Agreement or the Service memo. This Agreement shall inure to the benefit of the successors and assignees of MicroRam.

17. Limitation of Liability: MicroRam’s entire liability to Provider for any damages or claims arising from or related to MicroRam’s receipt of services from the Provider shall be limited to the actual amount specified in the applicable Service memo. In no event shall MicroRam be liable to Provider for any special, punitive, incidental, indirect, or consequential damages.

18. Updated Version: MicroRam may update the terms of this Agreement at any time. Such updates will be effective upon MicroRam posting the Agreement containing the updated terms on its website. Provider’s and MicroRam’s obligations and rights with regard to any Service memo shall be governed by the version of the Agreement that is posted on MicroRam’s website at the time the last party to the Service memo executes the Service memo.