The prices for developer kits set forth above are exclusive of any applicable sales, use, property, excise or like taxes, or insurance or similar charges, all of which shall be born by Customer. Delivery for all products will be made F.O.B. Innovonics' facility, Phoenix, Arizona. Title to the equipment and, subject to any insurance covering the shipment of the products requested by Customer, risk of loss or damage to the products shall be passed to the Customer upon transfer to the carrier. Products shall be deemed to be accepted by Customer upon Innovonics' delivery of the products to the carrier. In all instances, Innovonics shall retain a security interest in the products and any proceeds therefrom until the purchase price of and all other charges relating to the products are paid in full. Customer will execute, upon request, financing statements necessary to perfect Innovonics' security interest in the products, and Customer authorizes Innovonics to file such financing statements and to file this agreement as a financing statement. Customer acknowledges that Innovonics is not transferring, assigning or otherwise conveying to Customer any intellectual property rights, licenses, or other rights except for a limited license to evaluate the developer kit for purposes of determining whether to enter into a strategic relationship with Innovonics or to purchase products in commercial quantities. Customer agrees not to take any action that would infringe or diminish Innovonics' intellectual property rights relating to the products and the technology relating thereto. Customer agrees that the hardware, software and all trademarks, copyrights and other intellectual property rights relating to the products are the property of Innovonics. Innovonics reserves for itself all proprietary rights in all designs, engineering details and other data pertaining to the products (and all components included therein) and software relating thereto and to all discoveries, inventions, patent rights, trade secrets, know-how and other proprietary data, material and rights arising out of work done in connection with designing, manufacturing, servicing, improving, installing and testing the products and software, including the sole right to manufacture and market all such items. Customer shall not obtain any proprietary right in the products or software relating thereto and agrees to hold the products and software subject to such reservations. Customer acknowledges that the products are being purchased AS-IS AND WITHOUT WARRANTY OF ANY KIND. Innovonics shall not be liable for non-performance caused by circumstances beyond its control, including, but not limited to work stoppages, fires, acts of war, accidents, floods and acts of God. This Purchase Order takes effect upon acceptance and execution by Innovonics in Phoenix, Arizona and shall be interpreted and construed under the laws of the State of Arizona, without respect to conflict of law principles.