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AgfYemcnt Nwnber.- 000
<br />copies of the Licer-vcd Products in its Possession; (b) pay to TANA, within ten (10) days aRQ the date of such
<br />te:tnination, an amount equal to the Liceage Fees as set forth on page 1 of this Agreematt for the remainder of
<br />the Term; and (e) provide an affidavit aigrud by an offuer, or other authorized individual, attesting to the
<br />performance of items {a} and (b) and. ackaowledgiag the continuing obligations of confidentiality under Section
<br />21. Sections 2.1,2.2, 3.2, 7, 8, 9 and I0 shall survive termination of this Agreement.
<br />10. Gemral
<br />10.1 CootpH~ace_ Laws. Licensee will comply with all laws applicable in comioction with use of
<br />the Licensed Producxs. Licensee acknowledges and understands that the Licensed products may be subject to
<br />restrictions on export and agrees w comply witfi any applicable carport htws.
<br />10.2 PubHctty. If either party wishes to issue a press .release or_,enggge_ in _rrffiketing activities in
<br />conciection with this Agreement, such releases will be subject bo prior review and written approval of the other
<br />party. Licensee agrees that TANA may publicly announce and list Lieensce as a customer of TANA.
<br />l03 Indeneodent Gwrtractors. Tice patties ere independent contractors. Neither pasty shall be deemed
<br />to be an employee. agerst, partner or legal representative of the other for any purpose sad neither shall have any
<br />right, power or authority to create any obligation or responsibility on behalf of the other.
<br />10.4 A~intettt. Licensee may not assign this AgrCett~tt without the prior written convent of TANA.
<br />Any assignment in violation of ibe foregoing sertenoe will be null end void. Subjoct to the foregoing, Chia
<br />Agroerrtent will bind and inure to the benefit of the parties, their respective successors and pemritfxed assigns.
<br />i 0.5 Ind em alfieation.
<br />Indemnification by TANA.
<br />aLTANA shall protect, defend (or, in TANA's discretion, settle), inderrxrify and hold Litxnsee
<br />hamrless from arty and all demands, liabilities, obligatiotu, damages, suits, judo or
<br />scttlemenis, including reasonable costs and attorneys' fees incurred by Liotxtsee which arise
<br />from third party claims, {oolloctivtly, "Claims' that are asserted against Licenser to the
<br />extent that such Claims are based upon a contention that the Licensed Products treed within
<br />the awpe of the licenso granted in Section i of this Agreerrreat infi-iage or rniseppropriate
<br />any copyrights, trade secrets, or trademariks of arry third party under the laws of the country
<br />or eountriee covered by the geographic scope of the Licensed Products, provided that: (i)
<br />Lieenaee notifies TANA promptly in writing of such Claim in sufficietrt time to enable
<br />TANA to protect its interests without prejudice, (ii) TANA has the sole right to caitrol the
<br />defense and negotiation of all Claims, and (iii) Licensee fully cooperates in TANA's
<br />deferrsc of all Claims at TANA's sole cost and expense for reasonable out-of-podret
<br />expenses.
<br />b) TANA shall not have any liability under Section 3.1 or Section 10.5(a) to the extent that
<br />any Ctaim in Section 10.5(x) is based upon (i) the use of the Licensed Productsut
<br />combination with other products, provided that the Licensed Products alone arc not the
<br />cause of such Claim; (ii) the use of the Lioatsed Products in violation of this Agreertrent
<br />- :.- .including,-cutvida~he scopaoftltp.lir,~n~e,grd,~t S,~dion 1: gr {lit'} the modification of
<br />the Licensed Products or any portion thereof by anyone other than TANA, provided that
<br />the Licensed Products in unmodified form are not the cause of such Claim.
<br />c) if TANA (~~ believes the Licrnsed Products infringe or {ii) if, u a rtsuh of any Claim of
<br />infringement described in Section 10.5, TANA is etrjoined from licensing or sublicensing
<br />any Lixnsed Product, or (iii) Licensee is ervoined ftt-tn using say Licensed Product, or (iv)
<br />if TANA believes that such injuntxion or Claim is likely, TANA may in its sole discretion
<br />and expense (1) procure the right for Licensee to continut to use said Licenaod Product; (2)
<br />replace or modify the Licaised Products so es to make than »~-infringing; or, if options
<br />(1) and (2) are not reasonable, (c) terminate this Agr+cement and tt:fund a pro-noted portion
<br />of the consideration Licensee paid TANA for the effected Licensed Products.
<br />d) Sections 10.5(a) through (c) state the entire and exclusive obligation of TANA m Licensee
<br />for any Claire.
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<br />TANA CONFJDP.A~TAL
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