MISCONDUCT, THE RESELLER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE
SUPPLIER, ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS AND/OR AGENTS
(HEREIN "INDEMNIFIED PERSONS") FROM AND AGAINST ANY LOSS, LIABILITIES, DAMAGES,
PENALTIES, CLAIMS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS AT LAW OR EQUITY,
INCLUDING REASONABLE ATTORNEY'S FEES AND COSTS, IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST THE INDEMNIFIED PERSONS ARISING OUT OF THE OWNERSHIP, USE,
LICENSING, SUBLICENSING, POSSESSION, CONTROL, MAINTENANCE, OPERATION, AND
TRANSPORTATION OF THE SERVICES OR DELIVERABLES AS PROVIDED BY THE RESELLER,
INCLUDING BUT NOT LIMITED TO, CLAIMS FOR PATENT, TRADEMARK, COPYRIGHT
INFRINGEMENT AND CLAIMS FOR PROPERTY
10
DAMAGE, PERSONAL INJURY OR WRONGFUL DEATH ARISING IN STRICT LIABILITY OR
NEGLIGENCE. ALL INDEMNITIES SHALL SURVIVE THE EXPIRATION OR OTHER TERMINATION OF
THIS AGREEMENT AND ARE EXPRESSLY MADE FOR THE BENEFIT OF, AND SHALL BE
ENFORCEABLE BY ANY OR ALL OF THE INDEMNIFIED PERSONS. THE RESELLER SHALL HAVE NO
LIABILITY UNDER THIS PARAGRAPH IF ANY SUIT OR CLAIM OF INFRINGEMENT IS BASED
UPON THE USE OF THE SERVICES OR DELIVERABLES: (A) IN A MODIFIED STATE NOT
AUTHORIZED BY THE RESELLER; OR (B) IN A MANNER OTHER THAN FOR WHICH IT WAS
DESIGNED.
14.
FORCE MAJEURE
14.1.
NEITHER PARTY SHALL BE LIABLE BY REASON OF FAILURE IN THE
PERFORMANCE OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS IF SUCH FAILURE
ARISES OUT OF CAUSES BEYOND THE REASONABLE CONTROL AND WITHOUT FAULT AND
NEGLIGENCE OF SUCH PARTY ("FORCE MAJEURE CIRCUMSTANCES"). SUCH FORCE MAJEURE
CIRCUMSTANCES MAY INCLUDE BUT ARE NOT LIMITED TO ACTS OF THE OTHER PARTY,
UNAVAILABILITY OF COMMUNICATION FACILITIES, ACTS OF CIVIL OR MILITARY
AUTHORITIES, STRIKES, UNAVAILABILITY OF RAW MATERIALS, DELAYS IN TRANSPORTATION,
RIOTS OR WAR.
14.2.
IN THE EVENT THAT FORCE MAJEURE CIRCUMSTANCES CONTINUE FOR A
PERIOD GREATER THAN THREE MONTHS, THE NON-CLAIMING PARTY SHALL BE ENTITLED TO
TERMINATE THIS AGREEMENT, BY GIVING THE CLAIMING PARTY THIRTY (30) DAYS NOTICE
OF SUCH TERMINATION IN WRITING. SUCH TERMINATION SHALL BE WITHOUT PREJUDICE TO
THE ACCRUED RIGHTS AND LIABILITIES OF THE PARTIES AT THE DATE OF THE
TERMINATION, EXCEPTING FOR THOSE SPECIFIC FORCE MAJEURE EVENTS INCLUDING AND NOT
LIMITED TO NATURAL CALAMITIES LIKE EARTHQUAKES, ETC. WHICH RENDERS PERFORMANCE
DIFFICULT / IMPOSSIBLE OR DELAYS
THE PERFORMANCE OF THE AFFECTED PARTY
HEREUNDER
15.
COPYRIGHTS, PATENTS, TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS
15.1.
THE SUPPLIER WARRANTS THAT - TO THE BEST OF ITS KNOWLEDGE
SUPPLIER IS NOT AWARE OF THIRD PARTIES VALID INDUSTRIAL PROPERTY RIGHTS OR
SIMILAR PROTECTION, WHICH WOULD BE INFRINGED BY THE USE OF THE LAWSON SOFTWARE.
15.2.
THE RESELLER UNDERTAKES TO MARKET AND LICENSE THE LICENSED
SOFTWARE SOLELY UNDER THE TRADEMARK(S) DESIGNATED BY THE SUPPLIER.
15.3.
THE RESELLER ACKNOWLEDGES THAT ANY AND ALL OF THE COPYRIGHTS,
TRADEMARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS USED OR EMBODIED IN OR IN
CONNECTION WITH THE LAWSON SOFTWARE OR THE THIRD PARTY SOFTWARE INCLUDING ALL
DOCUMENTATION AND MANUALS RELATING THERETO IS AND SHALL REMAIN THE PROPERTY OF
THE LAWSON GROUP AND THE RESELLER SHALL NOT DURING OR AT ANY TIME AFTER THE
EXPIRATION OR TERMINATION OF THIS AGREEMENT IN