INDEMNIFICATION IS SOUGHT, LICENSEE
ALLOWING LICENSOR TO CONTROL THE DEFENSE AND/OR SETTLEMENT OF SUCH CLAIM, AND
LICENSEE COOPERATING WITH LICENSOR IN SUCH DEFENSE AND/OR SETTLEMENT.
9.2
LICENSEE AGREES TO, AND SHALL, INDEMNIFY, DEFEND, AND HOLD HARMLESS
LICENSOR FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, OR ACTIONS AND ANY
LOSSES, EXPENSES, AND DAMAGES RESULTING DIRECTLY THEREFROM (INCLUDING COURT
COSTS AND REASONABLE SOLICITOR FEES) BASED ON ANY UNAUTHORIZED USE,
MODIFICATION, OR DISTRIBUTION BY LICENSEE OF THE SEARCH RING ASSETS IN VIOLATION
OF THE TERMS OF THIS AGREEMENT.
ANY SUCH INDEMNIFICATION BY LICENSEE PURSUANT
TO THIS SUBSECTION SHALL BE CONTINGENT UPON LICENSOR GIVING LICENSEE PROMPT
WRITTEN NOTICE OF THE CLAIM FOR WHICH INDEMNIFICATION IS SOUGHT, LICENSOR
ALLOWING LICENSEE TO CONTROL THE DEFENSE AND/OR SETTLEMENT OF SUCH CLAIM, AND
LICENSOR COOPERATING WITH LICENSEE IN SUCH DEFENSE AND/OR SETTLEMENT OF SUCH
CLAIM.
10.
Representations & Warranties
Licensor and Licensee represent and warrant to and for the benefit of other
party that:
Licensor has the full right, title and interest in and to the Search Ring
Assets, free and clear of any encumbrance, charge or restriction;
Licensor and Licensee have the right and authority to enter into this Agreement
and confer to Licensee the rights granted by this Agreement; and
-4-
No consent, approval, or authorization of or filing with any public or
governmental body on the part of Licensor is required in connection with the
execution and delivery of this Agreement or the consummation of the transactions
contemplated thereby.
11.
Miscellaneous
11.1
NO AGENCY.
IT IS UNDERSTOOD THAT, IN GIVING EFFECT TO THIS AGREEMENT,
LICENSEE SHALL NOT BE DEEMED TO BE AN AGENT OR EMPLOYEE OF LICENSOR FOR ANY
PURPOSE, AND LICENSEE'S RELATIONSHIP TO LICENSOR SHALL BE THAT OF AN INDEPENDENT
CONTRACTOR.
LICENSEE SHALL NOT HAVE THE RIGHT TO ENTER INTO CONTRACTS OR TO
INCUR EXPENSES OR LIABILITIES ON BEHALF OF LICENSOR.
11.2
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF GEORGIA WITHOUT GIVING EFFECT TO THE PRINCIPALS OF
CONFLICTS OF LAW THEREUNDER.
ANY AND ALL LEGAL OR EQUITABLE ACTION SHALL TAKE
PLACE ONLY IN THOSE STATE AND/OR FEDERAL COURTS PHYSICALLY LOCATED WITHIN THE
STATE OF GEORGIA, AND THE PARTIES HERETO HEREBY CONSENT TO THE PERSONAL
JURISDICTION AND VENUE OF ANY SUCH COURTS.
11.3
BINDING EFFECT; NO ASSIGNMENT.
THIS AGREEMENT SHALL BE BINDING UPON
AND INURE TO THE BENEFITS OF LICENSEE AND LICENSEE'S RESPECTIVE SUCCESSORS AND
ASSIGNS.
LICENSOR MAY NOT ASSIGN LICENSOR'S RIGHTS UNDER THIS AGREEMENT, OR
DELEGATE LICENSOR'S OBLIGATIONS, WITHOUT PRIOR WRITTEN CONSENT OF LICENSEE
(WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED), AND ANY SUCH
ASSIGNMENT OR DELEGATION IN THE ABSENCE OF SUCH CONSENT SHALL BE VOID.
11.4
ENTIRE AGREEMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT OF
THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND IT INTEGRATES ALL
PRIOR STATEMENTS AND AGREEMENTS RESPECTING THE SAME.
THIS AGREEMENT MAY BE
AMENDED ONLY BY A DOCUMENT EXECUTED BY BOTH PARTIES PURPORTING TO EFFECT SUCH AN
AMENDMENT.
11.5
SURVIVAL OF TERMS.
THE PROVISIONS