LICENSEE SHALL PROVIDE REASONABLE ASSISTANCE TO LICENSOR TO WARD
OFF SUCH CLAIM;
E)
LICENSEE SHALL ACT ONLY IN ACCORDANCE WITH WRITTEN INSTRUCTIONS
OF LICENSOR, WHICH SHALL BE RECEIVED IN A TIMELY FASHION; AND
9
F)
LICENSOR SHALL HAVE THE RIGHT TO GIVE TO LICENSEE, AT
LICENSOR'S OPTION, A RIGHT TO PARTICIPATE IN AND/OR TAKE OVER DISPUTES, AND/OR
TO SETTLE SUCH CLAIM.
G)
IN CASE OF A CLAIM SET FORTH IN THIS ARTICLE, LICENSOR MAY,
WITHOUT ANY FURTHER LIABILITY AND AT ITS OWN COST AND DISCRETION, TAKE ONE OF
THE FOLLOWING:
I)
ACQUIRE THE RIGHT TO USE THE NECESSARY INTELLECTUAL PROPERTY
RIGHT FROM THE PERSON OR COMPANY ENTITLED TO DISPOSE OF SUCH INTELLECTUAL
PROPERTY RIGHT; OR
II)
REPLACE OR MODIFY THE BACKGROUND TECHNOLOGY SO AS TO BECOME A
NON-INFRINGING ONE;
2)
[***]
3)
IN THE EXCEPTED CASES STATED ABOVE, LICENSEE SHALL INDEMNIFY AND
HOLD LICENSOR HARMLESS AGAINST ANY LOSS, COST, EXPENSE, DAMAGE, SETTLEMENT OR
OTHER LIABILITY, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES,
WHICH MAY BE INCURRED BY LICENSOR WITH RESPECT TO ANY ACTION BASED ON SUCH A
CLAIM.
ARTICLE 15.
LIMITATION OF LIABILITY
1)
[***]
2)
[***]
3)
[***]
4)
EACH PARTY SHALL (I) OBTAIN A WRITTEN AGREEMENT WITH ITS
CUSTOMERS WHICH INCLUDES BOTH WARRANTY AND [***] OR (II) FAILING TO DO SO,
[***].
ARTICLE 16.
CONFIDENTIALITY
1)
EACH PARTY AGREES, IN THE EVENT IT RECEIVES CONFIDENTIAL
INFORMATION OF THE OTHER PARTY TO TAKE ALL REASONABLE ACTIONS TO PROTECT AND
HOLD SUCH INFORMATION IN CONFIDENCE IN ORDER TO PREVENT ITS DISCLOSURE TO THIRD
PARTIES, TO USE SUCH CONFIDENTIAL INFORMATION ONLY FOR THOSE PURPOSES
CONTEMPLATED UNDER THIS AGREEMENT, AND TO DISCLOSE CONFIDENTIAL INFORMATION ONLY
TO ITS EMPLOYEES ON A NEED-TO-KNOW BASIS.
2)
AT ALL TIMES DURING THE TERM OF THE AGREEMENT, BOTH PARTIES
SHALL PERFORM ALL REASONABLY REQUIRED SECURITY PROCEDURES AT ITS FACILITIES AND
IN CONNECTION WITH ITS BUSINESS ACTIVITIES IN ORDER TO PROTECT THE CONFIDENTIAL
INFORMATION OF THE OTHER PARTY, INCLUDING BUT NOT LIMITED TO, CONTROLLED ACCESS
TO THE SUCH PARTY'S FACILITIES AND/OR INSTALLATIONS, USE OF SECURITY BADGES BY
ITS EMPLOYEES, CONTRACTORS AND OTHERS WHILE ON THE PREMISES OR INSTALLATION
SITES, AND CONFIDENTIALITY AGREEMENTS WITH ITS EMPLOYEES AND CONTRACTORS AND
SUCH OTHER SECURITY STANDARDS AND PROCEDURES AS SHALL BE REASONABLY NECESSARY TO
ENSURE THE PROTECTION AND NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
3)
THE OBLIGATIONS OF EACH PARTY UNDER THIS ARTICLE SHALL SURVIVE
FOR THREE (3) YEARS AFTER THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL BE REQUIRED TO PROTECT OR
HOLD IN CONFIDENCE ANY INFORMATION WHICH:
A)
IS OR BECOMES AVAILABLE TO THE PUBLIC OR TO INDUSTRY WITHOUT THE
FAULT OF THE RECIPIENT;
B)
IS SUBSEQUENTLY RIGHTFULLY RECEIVED BY THE RECIPIENT FROM A THIRD
PARTY WITHOUT OBLIGATION OF RESTRICTION ON FURTHER DISCLOSURE; OR
10
C)
IS INDEPENDENTLY DEVELOPED BY THE RECIPIENT AS EVIDENCED BY ITS
BUSINESS RECORDS.
ARTICLE 17.
TERM
1)
THIS AGREEMENT IS VALID FOR [***] FROM THE EFFECTIVE DATE
HEREOF.
THEREAFTER, THE AGREEMENT MAY BE RENEWED [***] FOR SUCCESSIVE [***]
PERIODS