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(c) distribution, disclosure, marketing, rental, leasing or service bureau use or transfer to any third party of the
SciCan Software Product or the Documentation, except as part and parcel of the sale of the SciCan Equipment
containing the SciCan Software Product;
(d) disclosure of the results of SciCan Equipment or SciCan Software Product performance benchmarks to any third
party without SciCan’s prior written consent; or
(e) disclosure of any source code (if any) provided hereunder to any third party.
ARTICLE 4
UPDATES
4.1 Updates
(a) Provided Customer has opened an account and provided all requested information to SciCan, and, if applicable,
paid the associated fees for Updates, SciCan will provide Updates for the SciCan Software Product in
accordance with SciCan’s Update policies and procedures of general application. Prior to discontinuing Updates
for the SciCan Software Product, SciCan will provide Customer with at least six (6) months advance notice.
Customer will allow SciCan to use remote access software to aid in the resolution of problems or questions.
Update fees, if any, will be billed on an annual basis payable in advance.
(b) SciCan will have no obligation to provide Updates or assistance if Customer fails to make any required payment
or otherwise elects to discontinue Update services. In order to reinstate or renew support services, Customer
must first pay SciCan the then current annual Updates services fee and all past unpaid Updates services fees
and agree that all past Updates will be loaded on the SciCan Equipment.
(c) SciCan will have no obligation to provide Updates for any (i) altered, damaged or modified SciCan Equipment or
SciCan Software Product, (ii) SciCan Software Product that is not the then-current or previous sequential release,
(iii) SciCan Software Product problems caused by Customer’s negligence or other causes beyond the control
of SciCan, or (iv) a failure that cannot be reproduced at SciCan’s facility or via remote access to the Customer’s
facility.
ARTICLE 5
OWNERSHIP
5.1 Ownership
SciCan retains all right, title and interest in the SciCan Software Product, Updates, and Documentation and any
copies thereof. Except as otherwise expressly granted in this Agreement, no license, right or interest in any SciCan
trade mark, copyright, trade name or service mark is granted hereunder.
ARTICLE 6
PATENT AND COPYRIGHT INDEMNITY
6.1 SciCan Indemnity
SciCan will defend and indemnify Customer for all costs (including reasonable attorney fees) arising from a claim
that SciCan Software Product furnished and used within the scope of this Agreement infringes a registered
copyright or patent provided that:
(a) Customer notifies SciCan in writing within thirty (30) days of the claim;
(b) SciCan has sole control of the defense and all related settlement negotiations, and
(c) Customer provides SciCan with the assistance, information, and authority necessary to perform the above.
Reasonable expenses incurred by Customer in providing such assistance will be reimbursed by SciCan.
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