9
Title and ownership of all Intellectual Property Rights in the Licensed Software will at all
times remain with Omron. The rights granted to Licensee by Omron under such
Intellectual Property Rights are only for the purposes set forth in Section 2. Licensee
shall not remove any copyright, patent, trade secret, proprietary and/or other legal
notices contained on or in the Licensed Software, including any associated software,
programming, or documentation. Licensee shall not use any information or data
disclosed by Omron in connection with this Agreement to contest the validity of any
Omron intellectual property rights. Any such use of Omron’s information and data shall
constitute a material, non
-
curable breach of this Agreement. Licensee shall not use any
Confidential Information disclosed by Omron to Licensee in connection with this
Agreement to contest the validity of any Omron intellectual property, including the
Licensed Software. Any such use of Omron’s information and data shall constitute a
material, non
-
curable breach of this Agreement.
Section 6
INDEMNIFICATION
Licensee agrees to indemnify, defend and hold harmless Omron (including its Affiliates,
directors, officers or employees) (collectively, the “Omron Indemnitees”) from actual or
alleged claims, losses, liabilities, damages, expenses and costs, including reasonable
attorney’s fees and expert costs, incurred by any Omron Indemnitees as a result of (a) a
breach of this Agreement by Licensee, (b) Licensee’s violation of applicable law, or (c)
the negligence or other wrongful conduct of Licensee.
Section 7
EXPORT/IMPORT CONTROL
Licensee shall comply fully with all relevant export and import laws and regulations of
the place of residence and all other relevant jurisdictions (“Export/Import Laws”) in the
case of export/import or taking action deemed as export/import by Export/Import Laws.
Licensee shall indemnify, defend and hold harmless Omron from and against any claims,
demands, fines, sanctions, damages, or costs arising out of Licensee’s breach of this
Section.
Section 8
TERM
8.1
This Agreement is effective until terminated.
8.2
Omron may terminate this Agreement immediately, in case that:
a) Licensee fails to comply with any term in this Agreement;
b) there is a threat of or actual lawsuit relating to the Licensed Software; or
