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OPA Rev#17-5612 <br /> this Agreement, the parties make no express or implied warranty as to any matter <br /> whatsoever, including the conditions of the research or any invention or material, <br /> whether tangible or intangible, made or developed under or outside the scope of this <br /> Agreement, or the ownership, merchantability, or fitness for a particular purpose of any <br /> research, invention or material, or that a technology used by a Party in connection with <br /> the ShakeAlert Materials, or the ShakeAlert Materials, do not infringe any third-party <br /> patent rights. Furthermore, USGS does not warrant that ShakeAlert Materials will <br /> function at all times, in all geographic areas, be uninterrupted, be error-free or that any <br /> errors will be corrected. <br /> 9. Licensee Warranties. The LICENSEE warrants that: <br /> a. It has authority to enter into this Agreement; <br /> b. The signatory has the authority to sign on behalf of the Licensee; and <br /> c. The LICENSEE or any of the LICENSEE's personnel involved in performance under <br /> this Agreement are not debarred or suspended by any agency of Government. <br /> This warranty requires the LICENSEE to notify USGS if LICENSEE, or any <br /> personnel, becomes debarred or suspended during the term of this Agreement. <br /> 10. Indemnity. LICENSEE shall be responsible for the accuracy, completeness, and propriety <br /> of information concerning its organization, products, and services that LICENSEE <br /> furnishes to its business clients, the U.S. Government, its agents, officers, and <br /> employees (USGS) in connection with the performance of this Agreement. Accordingly, <br /> LICENSEE shall indemnify and hold USGS harmless from and against any and all claims, <br /> suits, losses, damage, costs, fees, and expenses from LICENSEE or third party claims <br /> made or brought against USGS based upon or arising out of or in connection with <br /> LICENSEE's use of ShakeAlert Materials or its business clients, including: <br /> a. Use of LICENSEE's products or services in connection with the services provided; <br /> b. Any business losses due to LICENSEE's use of the Shake Alert Materials; or <br /> c. Infringement or claims of infringement arising out of USGS's adherence to <br /> LICENSEE's written instructions. <br /> 11. Copyrights. LICENSEE shall not claim, file for or otherwise acquire an interest in any <br /> copyrights in the Shake Alert Materials. However, work performed by LICENSEE by <br /> virtue of its use of ShakeAlert Materials under this Agreement may generate <br /> copyrightable works of the LICENSEE, including software. LICENSEE grants to the <br /> Government a nonexclusive, irrevocable, paid-up license in such copyrighted works <br /> resulting from the work accomplished by virtue of this Agreement. Collaborator shall <br /> include the following statement on any copyrighted work(s) created by virtue of this <br /> ShakeAlert License Agreement and Terms of Service -3/15/18 Page 4 of 6 <br />