B-STDX, CBX, and GX Network Management Station Installation Guide
7/12/04
v
Beta Draft Confidential
7. Proprietary Rights Indemnification.
Lucent shall at its expense defend you
against and, subject to the limitations set forth elsewhere herein, pay all costs and
damages made in settlement or awarded against you resulting from a claim that the
Program as supplied by Lucent infringes a United States copyright or a United States
patent, or misappropriates a United States trade secret, provided that you: (a) provide
prompt written notice of any such claim, (b) allow Lucent to direct the defense and
settlement of the claim, and (c) provide Lucent with the authority, information, and
assistance that Lucent deems reasonably necessary for the defense and settlement of
the claim. You shall not consent to any judgment or decree or do any other act in
compromise of any such claim without first obtaining Lucent’s written consent. In any
action based on such a claim, Lucent may, at its sole option, either: (1) obtain for you
the right to continue using the Program, (2) replace or modify the Program to avoid
the claim, or (3) if neither (1) nor (2) can reasonably be effected by Lucent, terminate
the license granted hereunder and give you a prorata refund of the license fee paid for
such Program, calculated on the basis of straight-line depreciation over a five-year
useful life. Notwithstanding the preceding sentence, Lucent will have no liability for
any infringement or misappropriation claim of any kind if such claim is based on: (i)
the use of other than the current unaltered release of the Program and Lucent has
provided or offers to provide such release to you for its then current license fee, or (ii)
use or combination of the Program with programs or data not supplied or approved by
Lucent to the extent such use or combination caused the claim.
8. Export Control.
You agree not to export or disclose to anyone except a United
States national any portion of the Program supplied by Lucent without first obtaining
the required permits or licenses to do so from the US Office of Export Administration,
and any other appropriate government agency.
9. Governing Law.
This License Agreement shall be construed and governed in
accordance with the laws and under the jurisdiction of the Commonwealth of
Massachusetts, USA. Any dispute arising out of this Agreement shall be referred to an
arbitration proceeding in Boston, Massachusetts, USA by the American Arbitration
Association.
10. Miscellaneous.
If any action is brought by either party to this License
Agreement against the other party regarding the subject matter hereof, the prevailing
party shall be entitled to recover, in addition to any other relief granted, reasonable
attorneys’ fees and expenses of arbitration. Should any term of this License
Agreement be declared void or unenforceable by any court of competent jurisdiction,
such declaration shall have no effect on the remaining terms hereof. The failure of
either party to enforce any rights granted hereunder or to take action against the other
party in the event of any breach hereunder shall not be deemed a waiver by that party
as to subsequent enforcement of rights or subsequent actions in the event of future
breaches.
