system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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this Agreement is a legal, valid and binding obligation of such Party and is enforceable against such Party in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally; (v) no consent of any other person or entity is required for execution by such Party of this Agreement and/or performance by such Party under this Agreement; and (vi) there is no litigation pending or, to the knowledge of such Party, threatened against such Party which would prevent or hinder the consummation of the transactions contemplated by this Agreement or its obligations hereunder or relative to any of the matters which are the subject of this Agreement. (b) Constellation represents and warrants that, to Constellation's knowledge as of the date of this Agreement: (i) except with respect to the HOF Entity Marks (other than the name of the Center for Excellence and each of the Co- Branded Center for Excellence Logos), the use or other exploitation of any of Constellation's Intellectual Property (as defined below) pursuant to this Agreement shall not infringe or otherwise violate the rights of any person or entity at any time, either during the Term or thereafter; (ii) no other person or entity is infringing the rights of Constellation with respect to Constellation's Marks, or any copyrights and/or other intellectual property owned by, licensed to or used by Constellation (collectively "Constellation's Intellectual Property"); and (iii) no claims against Constellation have been asserted in writing by any person or entity with respect to the ownership, validity, enforceability, misappropriation or use of any of Constellation's Intellectual Property or challenging or questioning the validity or effectiveness of Constellation's Intellectual Property. 10 Source: GPAQ ACQUISITION HOLDINGS, INC., S-4/A, 1/23/2020 5.2 Indemnification. (a) By Constellation. Constellation agrees to defend, indemnify and hold harmless the HOF Entities and their respective shareholders, partners, officers, directors, employees, successors, assigns, representatives, servants and agents (collectively, the "HOF Entity Indemnified Persons") from and against, and Constellation waives any claim for contribution or indemnity against any HOF Entity Indemnified Person with respect to, any and all claims, suits, actions, claims, monetary damages, losses, liabilities, fines, fees, penalties, costs and expenses ("Losses"), and all reasonable attorneys' fees and expenses, including court costs and expert witness fees and costs, incurred in connection with Losses and/or enforcement of this Agreement ("Indemnified Losses") resulting from or arising out of (i) the use or display by the HOF Entities (or either of them) of Constellation's Marks or the Co-Branded Center for Excellence Logos (in each case, as permitted by this Agreement); (ii) the promotion, advertising, distribution and/or sale of any Products & Services by Constellation pursuant to any license granted by the HOF Entities (or either of them) herein; (iii) any breach by Constellation of its representations, warranties and/or obligations under this Agreement; or (iv) the subject matter, content or copy contained in any advertising material, promotional material, signage or intellectual property furnished by Constellation in accordance with this Agreement, including any and all claims for infringement of trademark rights, copyrights, testimonials, rights of publicity, or the rights to use names, likenesses, slogans, photographs or patents. Indemnity for Products & Services provided by Constellation hereunder shall be governed by the terms of the applicable Second Level Agreement(s). (b) By the HOF Entities. Each HOF Entity agrees, on a several but not joint basis, to defend, indemnify and hold harmless Constellation, and its shareholders, partners, officers, directors, employees, successors, assigns, representatives, servants and agents (collectively, the "Constellation Indemnified Persons") from and against, and the HOF Entities waive any claim for contribution or indemnity against any Constellation Indemnified Person with respect to, any and all Indemnified Losses resulting from or arising out of (i) the use or display by Constellation of HOF Entity Marks as permitted by this Agreement or (ii) any breach by such HOF Entity of its representations, warranties and/or obligations under this Agreement. (c) Notice of Claim. In the event that an HOF Entity seeks indemnification on behalf of an HOF Entity Indemnified Person, or Constellation seeks indemnification on behalf of a Constellation Indemnified Person, such Party seeking indemnification (the "Indemnified Party") shall give reasonably prompt notice to the indemnifying Party (the "Indemnifying Party") specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim asserted; provided, however, that the right of a person or entity to be indemnified hereunder shall not be adversely affected by a failure to
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Extract the exact clause related to "Non-Transferable License" from the excerpt above.