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right. MDI shall indemnify and hold Licensee harmless against all damages, judgments, and attorneys' fees arising out of the foregoing, provided that Licensee gives MDI prompt written notice of such claim. If a claim is made that the use of the Software infringes or violates any patent, copyright, trade secret or other proprietary right, MDI shall either procure for Licensee the right to continue using the Software, modify the Software to make it non -infringing but continue to meet the specifications therefore, or replace the Software with non -infringing or violating software of like functionality that meets the specifications for the Software. SECTION SIX CONFIDENTIALITY The parties acknowledge that each has read and considered the provisions of this Agreement, which same are necessary for the reasonable and proper protection of each other's contacts and business relationships, and that such covenants are reasonable in respect to the subject matter and length of time. MIDI agrees to hold confidential and not disclose, and will cause its employees, officers, directors, affiliates and any persons it shall cause to assist it in providing services related to MDI's work to hold confidential and not disclose, the contents of this agreement or confidential information acquired as a result of this agreement except to the extent that such disclosure (a) has been consented to by the Licensee in writing or (b) is required by law, regulation, supervisory authority or other applicable judicial or governmental order. Any recipient of that material shall exercise reasonable and appropriate care with regard to the storage, custody, and/or use of that material in order to ensure that its confidential nature is maintained. c. The parties acknowledge that damages at law would not be measurable, or may not provide an adequate remedy for a breach of this agreement, and therefore, the parties consent to the entry by any court of competent jurisdiction (subject to the terms set forth herein below) of an order enjoining either from violating the terms hereof. The parties further acknowledge that such relief shall include the entry of a temporary restraining order until a hearing on the merits of the breach of the agreement can be held, and that neither party is entitled to notice of the application for such restraining order. SECTION SEVEN WARRANTY MDI warrants that the Software will perform in accordance with the user's manual for the version of the Software issued to the Licensee hereunder. Page 3 of 8