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GENERAL TERMS
<br />title, and interest in and to the Products (other than Third Party
<br />Products) or as licensee of all such rights from the owner Custo
<br />thereof.
<br />9.2 Iutellectual Property. TAN and its licensors shall retain
<br />all right, title, and interest in and to the Products and the results
<br />ofthe Services and to all software, trademarks, service marks,
<br />logos, and trade names and other worldwide proprietary rights
<br />related thereto ( "Intellectual Property "). Customer shall use the
<br />Intellectual Property only as provided by TAN, and shall not
<br />alter the Intellectual Property in any way, or act or permit action
<br />in any way that would impair TAN's or its licensors' rights in its
<br />Intellectual Property. Customer acknowledges that its use ofthe
<br />Intellectual Property shall not create in Customer or any other
<br />person any right, title, or interest in or to such Intellectual
<br />Property. Any goodwill accruing from the use ofthe Intellectual
<br />Property shall inure solely to the benefit of TAN or its licensors,
<br />as applicable.
<br />9.3 Restrictions. Customer will not anytime whether before or
<br />after the termination of this Agreement:
<br />(a) reverse engineer, disassemble, or decompile any Products
<br />or prepare derivative works thereof;
<br />(b) copy, transfer, display, or use the Products except as
<br />expressly authorized in this Agreement or in the applicable
<br />documentation;
<br />(c) disclose, furnish, or make accessible to anyone any
<br />confidential information received from TAN or make any use
<br />thereof other than as expressly permitted under this Agreement,
<br />which confidential information is deemed to include the source
<br />and executable code of the Software and all related
<br />documentation;
<br />(d) contest or do or aid others in contesting or doing anything
<br />which impairs the validity of any proprietary or intellectual
<br />property rights, title, or interest of TAN in and to any Products;
<br />or
<br />(e) obliterate, alter, or remove any proprietary or intellectual
<br />property notices from the Products in physical or electronic
<br />forms.
<br />20.
<br />INDEMNIFICATION
<br />(a) Each party (the "Indemnifying Party") shall defend, settle,
<br />and pay damages (including reasonable attorneys' fees)
<br />( "Damages ") relating to any third party claim, demand, cause of
<br />action or proceedings (whether threatened, asserted, or filed)
<br />( "Claims ") against the other party hereto (the "Indemnified
<br />Party ") to the extent that such Claim is based upon the
<br />Indemnifying Party's violation of any applicable law, rule, or
<br />regulation.
<br />(b) TAN agrees to defend, settle, and pay Damages to the
<br />extent that the Software infringes the intellectual property rights
<br />of any third party provided that such Software is used in
<br />accordance with this Agreement. If any Claim that TAN is
<br />obligated to defend, settle, and pay damages to Customer under
<br />this Section LO(b) has occurred or, in TAN's opinion, is likely to
<br />occur, TAN may, at its option and expense either (1) obtain for
<br />mer the right to continue to use the applicable Software,
<br />(2) replace or modify the Software so it becomes non - infringing,
<br />without materially adversely affecting the Software's specified
<br />functionality, or (3) if (1) or (2) are not readily available after
<br />using reasonable commercial efforts or, if neither of the
<br />foregoing options is commercially reasonable, refund a pro -rata
<br />portion of the fees paid by Customer based on its lost use and
<br />terminate this Agreement. TAN shall not be obligated to defend,
<br />settle, or pay Damages for any Claims solely based on: (x) any
<br />Customer or third party intellectual property or software
<br />incorporated in or combined with the Software where in the
<br />absence of such incorporated or combined item, there would not
<br />have been infringement, but excluding any third party software
<br />or intellectual property incorporated into the Software at TAN's
<br />discretion; (y) Software that has been altered or modified by
<br />Customer, by any third party or by TAN at the request of
<br />Customer (where TAN had no discretion as to the
<br />implementation of modifications to the Software or
<br />documentation directed by Customer), where in the absence of
<br />such alteration or modification the Software would not be
<br />infringing; or (z) use of any version ofthe Software with respect
<br />to which TAN has made available a non - infringing updated,
<br />revised or repaired subsequent version or other applicable
<br />update, patch or fix.
<br />(c) Customer agrees to defend, settle, and pay Damages
<br />relating to Claims to the extent based on (i) injury or death to a
<br />person or damage to property resulting from the participation in
<br />an event or activity operated by Customer in connection with the
<br />Products and/or Services; (ii) provision, by Customer, of
<br />materials, products, information, or services as part of
<br />Customer's obligations hereunder that infringe the intellectual
<br />property rights of any third party provided that such materials,
<br />products, information, or services are used by TAN- in
<br />accordance with this Agreement; and /or (iii) brought by a Third
<br />Party Beneficiary (defined below) that relate to or arise from
<br />Customer's negligence, wrongdoing, or lack of authority to act
<br />on behalf of such third party.
<br />(d) Indemnification Claims Procedure. Each Party's
<br />obligations under this Section are conditioned upon (1) prompt
<br />written notice ofthe existence of a Claim, provided that a failure
<br />ofprompt notification shall not relieve the Indemnifying Party of
<br />liability hereunder except to the extent that defenses to such
<br />Claim are materially impaired by such failure of prompt
<br />notification; (2) sole control over the defense or settlement of
<br />such Claim by the Indemnifying Party; and (3) the provision of
<br />assistance by the Indemnified Party at the Indemnifying Party's
<br />request to the extent reasonably necessary for the defense of such
<br />Claim.
<br />(e) For the purposes ofthis Section 10, reference to TAN shall
<br />also include its suppliers and licensors.
<br />(f) Notwithstanding the foregoing, Customer shall not be
<br />bound by the terms of this Section 10 to the extent precluded by
<br />applicable law (e.g., sovereign immunity of a governmental
<br />entity).
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