COMPULINK MANAGEMENT CENTER INC 3 - 2004

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any threatened or actual suit against Licensee based upon claim that the Software infringes upon a patent, copyright, trade secret or any other intellectual property right of any third party in the United States, and will pay any settlement, costs and damages awarded, provided that: (a) such infringement has not resulted from modification of the Software effected by or for Licensee, from combining the software with any other program or data, or from the use of particular release of the Software which has been replaced with anon-infringing release; (b) Licensor is notified in writing promptly of any notice received by Licensee of any claim or of any threatened or actual suit.; (c) Licensor has the tight to control the defense of any claims, suits or proceedings, and Licensee will not settle any claims, units or proceedings without Licenser's consent; and (d) at Licenser's request and expense, Licensor is given sufficient information and assistance by Licensee for the defense of the claims, suits or proceedings. Following receipt of a notice of any claim or threatened or actual sttit, Licensee shall permit Licensor, in Licenser's sole discretion and at its own expense, to procure for Licensee the fight to continue using the Software; modify the Software such that it is non- infringing, while not degrading its performance; or accept the return of the software and refund to Licensee the price paid to Licensor for the Software. Licensee shall have the right to employ separate counsel in any such claim, suit or proceeding and to participate in defense. Licensee's fees and expense for separate counsel shall not be at the expense of Licensor. Licensor shall not be liable or responsible for any settlement of any claim entered into without its prior written consent. OTHER THAN AS EXPRESSLY STATED HEREIN, LICENSOR SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE (INCLUDING WITHOUT LIMITATION ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES) ARISING OUT OF OR RELATED TO ANY ALLEGATION OR DETERMINATION THAT THE SOFTWARE INFRINGES UPON ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT. 11. TRADE SECRETS; PROPRIETARY RIGHTS; NON-DISCLOSURE. Licensee acknowledges that the Software constitutes a valuable proprietary product and trade secret of Licensor, embodying substantial creative efforts and confidential information, ideas and expressions. Accordingly, Licensee agrees to observe at all times (and to take precautions to insure that its employees observe) complete confidentiality with respect to the Software. Licensee shall not disclose all or any portion of the Software to any third party or entity except, as maybe necessary or appropriate to Licensee's employees in the course of their employment. Licensee acknowledges that the affixing of a copyright notice to the Software shall not, in itself, be deemed to constitute "publication" of the Software pursuant to the U.S. Copyright Act. From time to time, Licensee may grant access to Licensor to Licensee's LaserFiche system and / or other network and systems for implementation services, support, and maintenance. Licensor agrees to treat all knowledge of Licensee's system access and its data confidential and used only for the purposes for which Licensee granted access to Licensor for. 12. SOLICITATION OF LICENSOR'S PERSONNEL. Licensee acknowledges that Licensor has disclosed to its employees, consultants and independent contractors (collectively, "Licenser's personnel") trade secrets and know-ho~~ regarding the Software and Licenser's techniques in developing, modifying and installing [he software. Licensee further acknowledges that the foregoing constitute Licenser's valuable trade secrets and confidential proprietary information. The parties agree that it is a material condition of this Agreement that Licensor be able to protect its valuable secrets and confidential information front unauthorized ttse or disclosure by Licensee's or Licenser's personnel to others. Accordingly, 5 of 20