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EXHIBIT "I"
<br />for operation of the Equipment in accordance with the Published Specifications), or disclose Technology to
<br />any third party.
<br />4.2 Diagnostics. In providing Maintenance Service, Vendor utilizes certain software diagnostics
<br />("Diagnostics'). Vendor holds intellectual property rights in the Diagnostics, and the Diagnostics are for
<br />Vendor's exclusive use. Except with the express written consent of Vendor, Customer shall not use, copy,
<br />remove, or alter the Diagnostics. It is understood and agreed by Customer that upon termination of this
<br />Agreement, Customer shall either: (i) Return the Diagnostics to Vendor at Vendor's expense; or (ii) Purchase,
<br />according to Vendor's then current rates, a non-exclusive, non -transferable and personal limited license to
<br />use the Diagnostics.
<br />4.3 Confidential Information. During the term of this Agreement, either party may have access to,
<br />or be given, certain technical information or data, customer information or data, manuals, drawings, sketches,
<br />models, samples, tools, or the like, of the other Party, which are of a confidential and/or proprietary nature
<br />(collectively "Information"). All Information furnished to the receiving party, whether written, oral or otherwise,
<br />shall remain the sole and exclusive property of the disclosing party. Upon request, all Information shall be
<br />returned to the disclosing party. Unless such Information: (i) was previously known to the receiving party free
<br />of any obligation to keep it confidential; (ii) is subsequently made public by the disclosing party or by a third
<br />party, other than by breach of agreement; or (iii) is required to be disclosed to any governmental agency or
<br />court of competent jurisdiction by written order or decree (in which case the disclosing party shall be given
<br />prompt notice by the receiving party of such order or decree, and shall be given an opportunity to contest or
<br />direct such disclosure); the Information shall be kept confidential by the Receiving Party and shall be used
<br />solely for the purposes of fulfilling the terms of this Agreement.
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<br />Vendor warrants that all work required to be performed hereunder shall conform to the descriptions
<br />contained in this Agreement and will be performed in a professional manner according to generally accepted
<br />industry standards. THE FOREGOING EXPRESS WARRANTY IS IN LIEU OF ANY AND ALL OTHER
<br />WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE AND THERE ARE NO
<br />WARRANTIES WHICH ARE NOT CONTAINED IN THIS AGREEMENT,
<br />6.1 Patent Copyright and Trademark Infringement Indemnification. Vendor will (i) indemnify,
<br />hold harmless and defend Customer, at Vendor's expense, from and against any claim brought against
<br />Customer alleging that any portion of the Equipment infringes a European Union, Canadian or United States
<br />patent, copyright, trademark, or other intellectual property right, of any third party; and (ii) hold Customer
<br />harmless from and against all costs and damages finally awarded, provided that Vendor is given prompt written
<br />notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the
<br />claim.
<br />6.1.1 Infringement Defense. In the defense or settlement of a claim pursuant to Paragraph
<br />6.1 above, Vendor may: (i) obtain for Customer the right to continue using the Equipment; (ii) replace or modify
<br />the Equipment so that it becomes non -infringing; or (iii) if remedies (i) and (ii) are not reasonably available,
<br />grant Customer a depreciated refund pro -rata based upon a sixty (60) month life, measured from the original
<br />installation date of the Equipment.
<br />6.1.2. Infringement Indemnification Limitations. Vendor shall not have any liability if the
<br />alleged infringement is based upon the use or sale of the Equipment in combination with other products or
<br />devices not furnished or approved by Vendor. VENDOR DISCLAIMS ALL OTHER LIABILITY FOR PATENT,
<br />COPYRIGHT OR TRADEMARK INFRINGEMENT, INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL
<br />DAMAGES, AND THE RIGHTS STATED HEREIN ARE THE CUSTOMER'S SOLE AND EXCLUSIVE
<br />REMEDY.
<br />6.2 General Indemnity. Each Party shall indemnify and hold harmless the other party, its affiliates,
<br />and its and their directors, officers, employees and agents from and against all losses, liabilities, judgments,
<br />awards, settlements, damages, fines, injuries, penalties and costs (including legal fees and expenses) to or in
<br />favor of others, as well as all claims, causes of action and suits by others; including without limitation
<br />employees, subcontractors or agents of the indemnified party and its affiliates for personal injury (including
<br />death) or real and/or tangible property damage, arising out of acts or omission to act underthis Agreement.
<br />OPEX MASTER MAINTENANCE AGREEMENT Page 4
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