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SEC AND ITS SUPPLIERS, EMPLOYEES, AGENTS AND FRANCHISEES WILL IN NO EVENT
BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR OTHER DIRECT OR INDIRECT
DAMAGES (FOR LOSS OF BUSINESS INFORMATION OR PROFITS OR OTHERWISE)
SUFFERED BY CUSTOMER, ANY OF ITS EMPLOYEES OR AGENTS OR ANY OTHER
PERSON ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE
THE SOFTWARE OR THE DOCUMENTATION, OR THE MAINTENANCE OR SUPPORT
THEREOF, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. SEC neither assumes nor authorizes any employee, agent or franchisee to assume for
SEC any other liability in connection with the license, use or performance of the Software or
Documentation.
Customer is solely responsible for the selection of the Software to achieve customer’s intended
results, for the conformity of the computer on which the Software is run to SEC’s specifications or
requirements and for the maintenance of such computer in good working order and repair. SEC’s
suppliers do not warrant the Software, assume any liability regarding the use of the Software or
undertake to provide any maintenance, support or information regarding the Software.
7. U.S. Government Restricted Rights. The Software and Documentation are provided with restricted
rights. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in
subparagraphs (c)(1)(ii) of the Rights in Technical Data and Computer Software Clause of
Department of Defense Federal Acquisition Supplement (DFARS) 252.227-7013 or in subparagraph
(g)(3)(i) of Federal Acquisition Regulations (FAR) 52.227-14, Alternate III, as applicable.
8. Indemnity. SEC will defend and hold Customer harmless from any claim, action, suit or proceeding
brought against Customer to the extent that it is based on a claim that the use of the Software, as such,
in accordance with this License Agreement and not as a result of the combination thereof with any
other article, computer software or process, constitutes an infringement of any United States patent or
copyright or the violation of any trade secret, if SEC is notified thereof promptly after its
commencement and is given control of the defense thereof and any negotiations for its settlement and
full cooperation by Customer.
SEC will pay all damages and costs awarded against Customer in connection with any such claim,
except that SEC will not be liable for any amounts paid under any compromise or settlement made
without its consent. If the Software is either claimed or held to infringe or violate any patent or
copyright, SEC may, at its sole option and expense, and Customer will permit SEC to, procure for
Customer the right to continue using the Software or modify it so that it becomes non-infringing or
replace it with a non-infringing counterpart. If neither of such alternatives is available on terms
which are reasonable in SEC's judgment, Customer will return all copies of the Software and
Documentation in the possession of Customer to SEC, at SEC's request, and SEC will refund a
reasonable portion of the license fees paid by Customer to SEC. This Section 8 sets forth SEC's
entire liability regarding infringement and the like.
Software License Agreement S–3