EDUCATIONAL TESTING SERVICE-2016

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Teat Administration Agreement, page 6 City of Santa Axis MOti The Test Center acknowledges and agrees that it will not change or modify the ETS Proprietary Materials in any way. 13. ETS Trademarks. The Test Center acknowledges and agrees that ETS, EDUCATIONAL TESTING SERVICE, and the ETS logo are trademarks and/or service marks of ETS. The Test Center agrees not to use, reproduce, copy or create materials for promotional purposes or to register and use any Internet Domain Name bearing the ETS name, trademarks or service marks, or the marks of ETS clients or service providers, whether such marks or names now exist or may exist during the Term of this Agreement, without the prior written approval and review of such materials by the Office of the General Counsel of ETS. Notwithstanding anything to the contrary in this Agreement, no trademark license is hereby granted to the Test Center. 14. Infringement. The Test Center will exercise reasonable diligence to discover infringements of the ETS-owned Technologies and/or ETS Proprietary Materials, and any associated Intellectual Property Rights therein. The Test Center will promptly notify ETS of any infringement of ETS's intellectual property rights of which it becomes aware; and in the event ETS decides that a proceeding should be brought relative to such infringemetit, the Test Center will cooperate fully with ETS to prosecute such action. ETS will fully control prosecution of such infringements and will assume the related cost. If a third party asserts a claim against the Test Center that the use by Test Center of the ETS-owned Technologies and/or ETS Proprietary Materials infringes on such third party's intellectual property rights, the Test Center will immediately notify ETS of such claim and ETS will have the right (but not the obligation) to control any litigation or negotiation arising as a result of such claim. 15, Insmstnce. The Test Center is responsible for any and all liability arising, directly or indirectly, as a result of the operations conducted at the Test Center. 16. Governing Law. These terms and conditions shall be governed by the laws of the State, without regard. to its conflict of laws and principles. The Parties agree and hereby submit to the exclusive personal jurisdiction and vemae of the state and federal courts in the state for the resolution of any disputes arising from these terms and conditions. 17. Injunctive Relief. The Test Center understands and agrees that its breach (or threatened breach) of any of the iintellectual. property rights of ETS and/or the Test Center's confidentiality obligations tinder this Agreement would cause 'irreparable harm to ETS for which monetary damages, even if awarded, would not constitute adequate compensation. Accordingly, the Test Center agrees that, notwithstanding anything to the contrary in this Agreement, ETS and/or its' client, the State, is entitled to equitable relief byway of temporary and permanent injunctions, without bond to the fullest extent allowed by law, and such other and fiuthor relief as any court of competent jurisdiction may deern just and proper, 18. Independent Contractors, ETS and the Test Center are, at all times throughout the term and/or renewal tern hereof, independent contractors and nothing heroin will be construed as creating any other kind of relationship whatsoever between the Parties. Further, Test Administrators who administer the Test are not employees of ETS, 19. Notice.