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<br />VII. <br /> <br />Service Agreement <br /> <br />Warranty. The Service Provider represents and warrants the services shall be performed <br />by qualified personnel in a competent and professional manner. If the software does not <br />substantially conform to the software specification, the Service Provider's sole obligation <br />under this warranty is to remedy such defect, provided that the software has not been <br />modified by anyone other than the Service Provider. THESE EXPRESS LIMITED <br />WARRANTIES ARE IN PLACE OF ALL OTHER WARRANTIES, EXPRESS OR <br />IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF <br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL <br />SUCH OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED <br />BY THE SERVICE PROVIDER. <br /> <br />VIII. Ownership of Intellectual Property. The Service Provider retains all ownership rights <br />in the Software and all documents, designs, inventions, copyrightable material, patentable <br />and unpatentable subject matter and other tangible materials authored or prepared by the <br />Service Provider (the "Intellectual Property") in connection with the services. Nothing <br />contained herein shall be construed to grant the Service Provider any ownership rights in <br />data supplied by the Customer to the Service Provider in connection with this Agreement. <br /> <br />IX. <br /> <br />Intellectual Property Indemnification. The Service Provider hereby agrees to <br />indemnify, hold harmless and defend the Customer, its affiliates, subsidiaries, officers, <br />directors, employees, independent contractors and agents from and against all claims, <br />liabilities, losses, expenses (including reasonable attorneys' fees), fines, penalties, taxes <br />or damages (collectively "liabilities") asserted by any third party against the Customer to <br />the extent such liabilities result from the infringement by the software of any third party's <br />trade secrets, trademarks, copyrights, or patents issued as of the date of this Agreement; <br />provided that the Customer (i) promptly notifies the Service Provider of any third party <br />claim subject to indemnification hereunder, (ii) gives the Service Provider the right to <br />control and direct the preparation, defense and settlement of any such claim and (iii) gives <br />full cooperation to the Service Provider for the defense of same. The foregoing <br />provisions shall not apply to any infringement arising out of: (i) use of the software other <br />than in accordance with applicable documentation or instructions supplied by the Service <br />Provider or for other than the Customer's internal purposes; (ii) any alteration, <br />modification or revision of the software not expressly authorized in writing by the Service <br />Provider; or (iii) the combination of the software with materials not supplied by the <br />Service Provider. <br /> <br />In case any of the software or any portion thereof is held, in any such suit to constitute <br />infringement, the Service Provider may within a reasonable time, at its option, either (i) <br />secure for the Customer the right to continue the use of such infringing item; or (ii) <br /> <br />Page30f8 <br /> <br />VCF (Ver.7.0) <br />APOOI ,OOOAP, 120203,LOUISVILLE <br />