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PocuSign Envelope ID: C064977C-17FD-49F0-9672-8106326AF370
<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 thirdparty 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 Softwa re.
<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 anticipated claim, or adjudication, that the Licensor Softwa re, 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 Softwa re, Documentation, or service; (b) replace
<br />or modify the Licensor Softwa re, Documentation, or service to make it non-infri nging; provided,
<br />however, that such modification or replacement shall not degrade the operation or performance of
<br />the Licensor Softwa re, 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 />the reof, 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 Eriglish 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 facs imile; (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 />del ivery 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 />Ecotane USA, Inc. 940 WestValley Road, Suite 1400, Wayne, PA 19087 4821 -6909-6038. l 610-312-0033
<br />Docusign Envelope ID: 30116525-3CA0-44BF-A300-567E64354BC7
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