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122188-10 A0 Telect, Inc. v
6. Indemnification
If a third party claims that the Software infringes any valid U.S. patent issued as of the effective date of this agree-
ment or copyright, Telect will (as long as Licensee is not in default under this Agreement or any other agreement with
Telect) defend Licensee against such claim at Telect’s expense and pay all damages that a court finally awards, pro-
vided that (a) Licensee promptly notifies Telect in writing of the claim, and (b) allows Telect to control, and cooper-
ates with Telect in, the defense or any related settlement negotiations. If such a claim is made or appears possible,
Telect may, at its option, secure for Licensee the right to continue to use the Software, modify or replace the Software
so it is noninfringing, or, if neither of the foregoing options is reasonably available in Telect’s judgment, terminate
this Agreement and provide to Licensee a pro rata refund of the Product purchase price depreciated on a straight-line
basis over a five-year period. However, Telect has no obligation for any claim based on a modified version of the
Software or its combination, operation, or use with any product, data or apparatus not provided by Telect. THIS
PARAGRAPH STATES TELECT’S ENTIRE OBLIGATION TO LICENSEE AND LICENSEE’S SOLE AND EX-
CLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
7. General
Assignment. Licensee may not assign this Agreement or any of its rights or obligations or sublease, sublicense or oth-
erwise transfer the Software without Telect’s express prior written consent.
Severability. If any of the provisions of this Agreement shall be invalid or unenforceable, such invalidity or unen-
forceability shall not invalidate or render unenforceable the entire Agreement. The entire Agreement shall be con-
strued as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obliga-
tions of Telect and Licensee shall be construed and enforced accordingly.
Export Administration. Licensee agrees to comply fully with all applicable export laws and regulations of the United
States to assure that neither the Software nor any direct product thereof are (a) exported, directly or indirectly, in vio-
lation of export laws; or (b) intended to be used for any purposes prohibited by export laws.
Governing Law. This Agreement and any disputes or matters arising under, in connection with, or relating to this
Agreement shall be governed by and construed in accordance with the substantive laws of the United States and the
State of Washington, without giving effect to the principles of conflict or choice of law of such state.
Venue and Jurisdiction. The state and federal courts in the State of Washington shall have exclusive venue and juris-
diction for such disputes, and the parties hereby submit to personal jurisdiction in such courts.
Section Headings. The section headings used in this Agreement have been inserted for convenience only, and shall
not be deemed to limit or otherwise affect the construction of any provision hereof.