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The Software Products and any improvements,
<br />modifications and changes to the Software Products
<br />provided hereunder and all copies thereof are
<br />proprietary to Licensor and title thereto remains with
<br />the Licensor. All applicable rights to patents,
<br />copyrights, trademarks, and trade secrets in the
<br />Software Products and the improvements,
<br />modifications and changes thereto are and shall
<br />remain with the Licensor. Customer shall not sell,
<br />transfer, publish, disclose, display or otherwise make
<br />available the Software Products or improvements,
<br />modifications or changes thereto or copies thereof to
<br />others. Customer agrees to secure and protect each
<br />program, Software Product and copies thereof in a
<br />manner consistent with the maintenance of Licensor's
<br />rights therein and to take appropriate action by
<br />instruction or agreement with its employees who are
<br />permitted access to each program or Software Product
<br />to satisfy its obligations hereunder. All copies of the
<br />Software Products, or improvements, modifications or
<br />changes thereto made by Customer including
<br />translations, compilations, partial copies with
<br />modifications and updated works are the property of
<br />Licensor.
<br />Violation of any provisions herein shall be the basis
<br />for immediate termination of this Software
<br />Maintenance Agreement, Termination of this
<br />Agreement shall be in addition to and not in lieu of
<br />any equitable remedies available to Licensor.
<br />Exclusion of Liability
<br />LICENSOR MAKES AND CUSTOMER RECEIVES
<br />NO WARRANTY EXPRESS OR IMPLIED AND
<br />THERE IS EXPRESSLY EXCLUDED ALL
<br />WARRANTIES OF MERCHANTABILITY AND
<br />FITNESS FOR A PARTICULAR PURPOSE.
<br />LICENSOR SHALL HAVE NO LIABILITY WITH
<br />RESPECT TO ITS OBLIGATIONS UNDER THIS
<br />AGREEMENT FOR CONSEQUENTIAL,
<br />EXEMPLARY, OR INCIDENTAL DAMAGES
<br />EVEN IF IT HAS BEEN ADVISED OF TH13
<br />POSSIBILITY OF SUCH DAMAGES.
<br />Termination
<br />In the event of termination of the Software License
<br />Agreement referred to above, all maintenance fees will
<br />remain the property of the Licensor, and Licensor's
<br />obligations under this Software Maintenance
<br />Agreement shall immediately end. Licensor may
<br />terminate this Agreement in the event of default by
<br />Customer under the terms of the applicable Contract
<br />or Purchase Agreement or the Software License
<br />Agreement or in the event that Customer does not
<br />make payments in a timely manner,
<br />Taxes
<br />Customer shall, in addition to the other amounts
<br />payable under this Agreement, pay all sales and other
<br />taxes, national, state, or otherwise, however
<br />designated, which are levied or imposed by reason of
<br />the transaction contemplated by this Agreement.
<br />Without limiting the foregoing, Customer shall
<br />promptly pay to Licensor an amount equal to any such
<br />items actually paid, or required to be collected or paid
<br />by Licensor.
<br />General
<br />Each party acknowledges that it has read this
<br />Agreement, understands it, and agrees to be bound by
<br />its terms and further agrees that it is the complete and
<br />exclusive statement of the Agreement between the
<br />parties, which supersedes and merges all prior
<br />proposals, understandings and all other agreements
<br />oral and written, between the parties relating to this
<br />Agreement. This Agreement may not be modified or
<br />altered except by a written instrument duly executed
<br />by both parties.
<br />This Agreement and performance hereunder shall be
<br />governed by and construed in accordance with the
<br />laws of the State of California.
<br />If any provision of this Agreement shall be held to be
<br />invalid, illegal or unenforceable, the validity, legality
<br />and enforceability of the remaining provisions shall in
<br />no way be affected or impaired thereby.
<br />• Customer may not assign, without the prior written
<br />consent of Licensor, its rights, duties or obligations
<br />under this Agreement to any person or entity, in whole
<br />or in part.
<br />The waiver or failure of either party to exercise in
<br />any respect any right provided for herein shall not be
<br />deemed a waiver of any further right hereunder.
<br />Indemnification:
<br />Licensor shall indemnify, defend and hold harmless
<br />Customer, its officers, agents, employees, Licensors,
<br />special counsel, and representatives from any claim,
<br />demand, liability, judgment or expense arising out of
<br />Licensor's performance pursuant to this Agreement or
<br />from any claim that Licensor's services or products
<br />infringe a proprietary right, patent or copyright;
<br />provided however, Licensor shall not be obligated to
<br />indemnify and hold harmless Customer to the extent
<br />that such claim, demand, liability, judgment or
<br />expense results from Customer's sole negligence.
<br />Insurance:
<br />Prior to undertaking performance of work
<br />under this Agreement, Licensor shall maintain and
<br />shall require its subcontractors, if any, to obtain and
<br />maintain insurance as described below:
<br />
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