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®E2G2 <br />Certified <br />Local Conan[ <br />(d) Corrections. E2G2 covenants that it shall use commercially reasonably efforts to correct <br />any program malfunctions which are reported to E2G2 during the term of this Agreement and <br />which are necessary for the Software to function as intended. <br />(e) Warranty of Law. E2G2 hereby warrants and represents that, to the best of E2G2's <br />knowledge: (i) there is no claim, litigation or proceeding pending or threatened against E2G2 <br />with respect to the Software or any component thereof alleging infringement of any patent or <br />copyright or any trade secret or any proprietary right of any person; (ii) the Software complies in <br />all material respects with applicable laws, rules and regulations; (iii) E2G2 has full authority to <br />enter into this Agreement and to consummate the transactions contemplated hereby; and (iv) <br />E2G2's performance under this Agreement is not materially impaired or prohibited by any other <br />agreement to which E2G2 is a party or by which it may be bound. <br />(f) Warranty of Title. E2G2 hereby warrants and represents that: (i) the Software is an <br />original work of authorship and does not infringe the intellectual property rights of others; (ii) it <br />has all rights, title or interest to the Software necessary to grant Licensee the use rights herein; <br />(iii) it has the right to grant to Licensee the licenses granted hereunder and (iv) E2G2 has and <br />shall have full authority to license all proprietary and/or third party software modules that are <br />incorporated into the Software. <br />5. Effect of Breach of Warranty. If, at any time during the term of this Agreement, E2G2 <br />breaches any warranty under Section 4, Licensee shall promptly notify E2G2 in writing of such <br />alleged breach of warranty. E2G2 shall correct any deficiency in the Software in accordance <br />with the Service Level criteria set forth in Exhibit 2 until such time as the non - conformance is <br />corrected or the Parties otherwise agree in writing. All work by E2G2 to remedy or correct a <br />breach of warranty shall be performed at E2G2's sole cost and expense. If after reasonable <br />efforts E2G2 is unable to correct any breach of warranty, in the manner described in this section <br />within thirty (30) days following notice of breach by Licensee, and the resulting non <br />performance or deficiency materially affects the ability of Licensee to utilize the Software, then <br />Licensee may terminate this Agreement immediately, subject to all remedies available at law or <br />equity. <br />6. Effect of Breach of Intellectual Pronertv Riehts. <br />(a) If the breach relates to the warranty under Section 4(e) or (f), then E2G2 shall promptly: (i) <br />procure for Licensee the right to continue use of the Software at no charge to Licensee, (ii) <br />modify such Software to avoid any claimed infringement (provided that such modification does <br />not adversely affect Licensee's intended use of the Software) at no additional charge to Licensee, <br />or (iii) replace said Software with an equally suitable, compatible and functionally equivalent <br />non - infringing software, including installation and configuration as required, at no additional <br />charge to Licensee. If none of the foregoing alternatives are reasonably available to E2G2, then <br />Licensee shall return the Software in question to E2G2, whereupon this Agreement shall <br />terminate. <br />(b) Furthermore, if promptly notified in writing of any action brought against the Licensee based <br />on a claim that the Software infringes intellectual property rights, such as a patent, copyright or <br />4 <br />