|
DocuSign Envelope ID:CD64977C-17FD-49FO-9672-81 D6326AF370
<br /> expenses incurred in connection with refusing to disclose any information. Nothing in this
<br /> agreement is intended to be contrary to these public record laws.
<br /> 10. INDEMNIFICATION.
<br /> 10.1 Indemnification by Licensor. Licensor shall to the extent allowed by state law indemnify, defend
<br /> and hold harmless Licensee, and its officers, directors, employees and agents, from and against
<br /> any and all claims made or threatened by any third party and all related losses, expenses,
<br /> damages, costs and liabilities, including reasonable attorneys' fees and expenses incurred in
<br /> investigation or defense ("Damages"), to the extent such Damages arise out of or relate to a third-
<br /> party claim that the Licensor Software, Documentation or services provided by Licensor hereunder,
<br /> or Licensee's use of the same in accordance with this Agreement, infringe, misappropriate, or
<br /> otherwise violate any third party's U.S. Intellectual Property Rights. Licensor's indemnity obligation
<br /> shall not extend to claims based on an unauthorized modification, combination or use of the
<br /> Licensor Software by Licensee.
<br /> 10.2 Notification of 3rd Party Claims. Licensor will promptly notify Licensee of any threat, warning,
<br /> claim or action against Licensor or suppliers, that could have an adverse impact on Licensee's use
<br /> of the Licensor Software.
<br /> 10.3 Remedies. If Licensor informs Licensee or Licensee determines that it must discontinue use of the
<br /> Licensor Software, the Documentation, or any service furnished under this Agreement because of
<br /> an existing or anticipated claim, or adjudication, that the Licensor Software, Documentation, or
<br /> service infringes, misappropriates or otherwise violates any intellectual property right of a third
<br /> party, Licensor, at its own expense and in its reasonable discretion, shall either: (a) secure for
<br /> Licensee the right to continue using the Licensor Software, Documentation, or service; (b) replace
<br /> or modify the Licensor Software, Documentation, or service to make it non-infringing; provided,
<br /> however, that such modification or replacement shall not degrade the operation or performance of
<br /> the Licensor Software, Documentation, or service; or if Licensor determines (a) or (b) to be
<br /> commercially unreasonable, then (c) refund to Licensee any unamortized portions of the fees paid
<br /> by Licensee, based on a straight line amortization over the initial term of this Agreement.
<br /> 10.4
<br /> 10.5. Defense and Settlement. A Party seeking indemnity ("Indemnified Party") shall provide the other
<br /> Party ("Indemnifying Party") prompt notice of any such claim made against it for which it is entitled
<br /> to indemnity hereunder. Each party shall cooperate with the other party and in the defense of any
<br /> such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise
<br /> thereof, provided that Indemnifying Party shall control the defense, negotiations and settlement or
<br /> compromise thereof and shall keep the Indemnified Party informed of the proceedings and review
<br /> and consider input from the Indemnified Party; provided, that Indemnified Party shall be given the
<br /> right to consent to the terms of any settlement or compromise with respect to such matter, and such
<br /> approval shall not be unreasonably withheld by Indemnified Party.
<br /> 11. EXPORT CONTROL. The Parties agree that Licensee shall not, and shall not permit, use of the Licensor
<br /> Software and Documentation outside of the United States and Canada. To the extent Licensee seeks to
<br /> use Licensor Software and Documentation outside of the United States and Canada, Licensee shall be
<br /> solely responsible for full compliance with all export and import laws and restrictions and regulations of any
<br /> United States or foreign agency or authority and shall obtain and bear all expenses relating to any
<br /> necessary licenses and/or exemptions with respect to the same.
<br /> 12. NOTICES. Any notice, approval, request, authorization, direction or other communication under this
<br /> Agreement will be given in English in writing and will be deemed to have been delivered and given for all
<br /> purposes (i) on the delivery date if delivered by confirmed facsimile; (ii) on the delivery date if delivered
<br /> personally to the party to whom the same is directed; (iii) one business day after deposit with a commercial
<br /> overnight carrier, with written verification of receipt; or (iv) five business days after the mailing date, if sent
<br /> by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail
<br /> delivery for which a receipt is available. Licensor's and Licensee's Addresses for receipt of notices are
<br /> provided on Exhibit A.
<br /> 13. TERM AND TERMINATION.
<br /> Ecolane USA, Inc. 940 West Valley Road, Suite 1400,Wayne,PA 19087 610-312-0033
<br /> 4821-6909-6038.1
<br />
|