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Agreement No. 04012012001
<br />10.2 Infringement.
<br />(a) If any action or proceeding brought against Licensee is based on a claim of
<br />infringement arising out of Licensee's use of all or any portion of a Contributed Database included in the Licensed Products, and if
<br />Licensee notifies DMP within thirty (30) days after the receipt of knowledge of any such action or proceeding, DMP shall, at its own
<br />expense, do the following to assure continuation of the use of the Licensed Products and Documentation: (i) procure for Licensee
<br />the right to continue to use any part of the Licensed Product and Documentation affected by such action or proceeding; or (ii)
<br />replace or modify, with Licensee's approval, any Licensed Products and Documentation determined to be infringing such that the
<br />infringement is removed; or (iii) failing (i) or (ii) above reimburse Licensee for the pro rata portion of the Licensed Products license
<br />fee paid to DMP by Licensee, if any, for any period in which Licensee is unable to use the Licensed Product as a result of such
<br />action or proceeding. Licensee shall exert its best efforts to cooperate with DMP in DMP's defense of such actions and proceedings.
<br />DMP shall give Licensee prompt written notice of any potential infringement problems of which it becomes aware.
<br />(b) Notwithstanding anything to the contrary contained herein, DMP and Contributors shall
<br />have no warranty, liability or obligation with respect to Peripheral Products or to any modifications of the Database by Licensee if,
<br />absent the incorporation of the Licensed Products or modifications made by Licensee, the claim of infringement would not have
<br />occurred. Further, if any claim, suit or demand is asserted by a third party that, as a result of modifications by the Licensee, the
<br />Licensed Products as so modified infringes on intellectual property right of the third party or that Peripheral Products infringe on
<br />intellectual property right of the third party, Licensee shall defend, indemnify and hold harmless DMP with respect to any and all
<br />losses, necessary and reasonable costs, liabilities or damages resulting from or in conjunction with such claim (including reasonable
<br />and necessary attorneys' fees) and any judgment that may be awarded against DMP to the extent based upon such Licensee made
<br />modification or Peripheral Product.
<br />10.3 Disclaimer of Warranties. THE WARRANTIES STATED IN SECTION 10.1 ABOVE ARE THE SOLE AND THE
<br />EXCLUSIVE WARRANTIES OFFERED BY DMP. THERE ARE NO OTHER WARRANTIES RESPECTING THE LICENSED PRODUCT,
<br />DOCUMENTATION, OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
<br />WARRANTY OF DESIGN, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, EVEN
<br />IF DMP HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF DMP IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY
<br />OBLIGATIONS OF DMP AS SET FORTH HEREIN.
<br />10.4 Limitation of Liability
<br />(a) Except as otherwise expressly set forth in this Agreement, neither DMP, Contributors
<br />nor Licensee shall be liable to any of the others for any special, indirect, incidental or consequential damages resulting from a
<br />breach of this Agreement including, but not limited to, loss of use of or under-utilization of labor or facilities, loss of revenue or
<br />anticipated profits, or claims of customers, resulting from performance or nonperformance of the obligations under this Agreement.
<br />(b) Except for claims of infringement or unauthorized disclosure of the other party's
<br />proprietary or confidential information, any provision herein to the contrary notwithstanding, the maximum liability of DMP to any
<br />person, firm, or corporation whatsoever arising out of or in connection with any license, use, or other employment of the Database
<br />delivered to Licensee hereunder, when such liability arises from any claim based on breach or repudiation of contract or warranty,
<br />shall in no case exceed the actual Licensed Product License Fee paid to DMP by Licensee for the Licensed Product, the license, use,
<br />or other employment of which gives rise to the liability.
<br />11. TERM OF AGREEMENT.
<br />This Agreement shall be effective on the Effective Date and shall continue in effect commensurate with the terms specified on the
<br />Order Form, unless terminated in accordance with the terms and conditions of Section 12.
<br />12. DEFAULT AND TERMINATION.
<br />12.1 Events of Default. This Agreement may be terminated by the non-defaulting party if any of the following
<br />events of default occur: (a) a party materially fails to perform or comply with this Agreement or any provision hereof, (b) a party
<br />fails to strictly comply with the provisions of Section 8 (Protection) or of Section 9 (Confidentiality and Injunctive Relief) or makes
<br />an assignment in violation of Section 16 (Non-assignability); (c) any transfer, sale, merger, or acquisition of more than fifty percent
<br />(50%) of the issued and outstanding shares or assets of either party; (d) a party ceases doing business, becomes insolvent or
<br />admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (e) a petition
<br />under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be
<br />amended, is filed by a party; (f) such a petition is filed by any third party, or an application for a receiver is made by anyone and
<br />such petition or application is not resolved favorably within ninety (90) days.
<br />Pa e9of13
<br />25A-11
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