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System Agreement
<br /> 13.4 Any obligation on the part of Verizon to defend and indemnify shall not apply to any Claim or portion thereof
<br /> that arises from(i)any negligent or willful act or omission by or attributable to Customer;(ii)use or operation of the
<br /> Verizon supplied equipment in combination with equipment or services provided by Customer or any third party;
<br /> (iii)any addition to or modification of the Verizon supplied equipment by Customer,any third party or Verizon at
<br /> Customer's request;(iv)use of other than the then current unaltered release of any software used in the Verizon
<br /> supplied equipment;or(v)any equipment,system,product,process,method or service of Customer which
<br /> otherwise infringed the U.S.patent or copyright asserted against Customer prior to the supply of the equipment to
<br /> Customer by Verizon under the Agreement.
<br /> 13.5 The foregoing states the entire obligation of Verizon to Customer and is Customer's sole and exclusive remedy
<br /> with respect to any Claim of infringement of any intellectual property right of any kind,and Verizon disclaims all
<br /> other warranties and obligations with respect to any such Claims.
<br /> 13.6 Customer shall defend,indemnify and hold harmless Verizon, its employees,officers,directors,agents and
<br /> affiliates for damages,costs and attorneys fees in connection with any claim arising out of(a)Customer's use of the
<br /> equipment provided by Verizon other than as expressly indemnified by Verizon pursuant to Section 13.1 of this
<br /> Agreement,(b)combination of the equipment provided by Verizon with other equipment,software,products or
<br /> services not provided by Verizon under this Agreement,(c)modification of the equipment provided by Verizon,or
<br /> (d)arising out of the content of communications transmitted by or on behalf of Customer in the use of the services
<br /> or equipment provided by Verizon, including but not limited to libel,slander,and invasion of privacy.
<br /> 13.7 Each part y(the"indemnitor")shall defend,indemnify,and hold harmless the other party(the"indemnitee")
<br /> against all claims and liabilities for direct damages imposed on the indemnitee for bodily injuries,including death,
<br /> and for damages to real or tangible personal property to the extent caused by the negligent or otherwise tortious acts
<br /> or omissions of the indemnitor,its agents or employees in the course of performance of this Agreement.
<br /> 13.8 The defense and indemnification obligations set forth in this Section 13 are contingent upon(1)the indemnitee
<br /> providing the indemnitor prompt,written,and reasonable notice of the claims,demands,and/or causes of action
<br /> subject to indemnification,(2)the indemnitee granting the indemnitor the right to control the defense of the same,
<br /> and(3)the indemnitee's full cooperation with the indemnitor in defense of the claim,including providing
<br /> information and assistance in defending the claim.Nothing herein,however,shall restrict the indemnitee from
<br /> participating,on a non-interfering basis,in the defense of the claim,demand,and/or cause of action at its own cost
<br /> and expense with counsel of its own choosing.No settlement may be entered into by the indemnitor on behalf of the
<br /> indemnitee that includes obligations to be performed by the indemnitee(other than payment of money that will be
<br /> fully paid by the indemnitor under Sections 13.1- 13.7 above)without indemnitee's prior written approval.
<br /> 14. Confidentiality. Except as required by law or regulation,each party(the"receiving party")shall keep
<br /> confidential and not disclose,directly or indirectly,to any third party any Confidential Information,as defined
<br /> below,received from the other party(the"disclosing party")without the prior written consent of a duly authorized
<br /> officer of the disclosing party. The disclosing party shall conspicuously mark its tangible Confidential Information
<br /> as Proprietary or Confidential at the time of disclosure to the receiving party. Confidential Information that is
<br /> disclosed orally will be identified by the disclosing party as Confidential Information at the time of disclosure to the
<br /> receiving party. Each party shall use,copy and disclose the Confidential Information of the disclosing party solely
<br /> for purposes of performing this Agreement. All Confidential Information of a party shall be and shall remain the
<br /> property of such party. A party shall deliver to the disclosing party,upon written request by the disclosing party,all
<br /> Confidential Information of the disclosing party then in the receiving party's possession or control,directly or
<br /> indirectly,in whatever form it may be(including,without limitation,magnetic media)or certify its destruction to the
<br /> disclosing party. Each party shall take all necessary and reasonable action,by instruction,agreement or otherwise,
<br /> with its employees,consultants,subcontractors,affiliates,and representatives to satisfy its obligations hereunder.
<br /> The receiving party's obligations hereunder with respect to confidentiality,non-disclosure and limitation of use of
<br /> Confidential Information shall be for the term of the Agreement plus one(1)year. For purposes of this provision,a
<br /> third party shall not include an entity which has a need to know the Confidential Information and which owns,is
<br /> owned by,or is under common ownership with a party to this Agreement.
<br /> Rev. 10.04.06 Page 8 of 11 ESC#
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