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18.Proprietary Rights Indemnification:NISC agrees to indemnify,defend,and hold Associate Member harmless from
<br /> and against any and all claims,including reasonable attorneys'fees,costs,and expenses incidental thereto,which may be
<br /> suffered by,accrued against,charged to,or recoverable from any Associate Member,arising out of a claim that NISC
<br /> Software infringes or misappropriates any Intellectual Property Rights("IP Claims"). In the event that NISC is enjoined
<br /> from delivering either preliminary or permanently,or continuing to license to Associate Member,NISC Software and such
<br /> injunction is not dissolved within thirty(30)days,or in the event that Associate Member is adjudged,in any final order of a
<br /> court of competent jurisdiction from which no appeal is taken,to have infringed upon or misappropriated any Intellectual
<br /> Property Rights in the use of NISC Software,then NISC shall,at its expense:(a)obtain for Associate Member the right to
<br /> continue using NISC Software;(b)replace or modify NISC Software so that it does not infringe upon or misappropriate such
<br /> Intellectual Property Rights and is free to be delivered to and used by Associate Member or,(c)in the event that NISC is
<br /> unable or determines,in its reasonable judgment,that it is commercially unreasonable to do either of the aforementioned,
<br /> NISC shall recover NISC Software from Associate Member,in which event in addition to the foregoing indemnification:(1)
<br /> •the License of such product shall be void as between NISC and Associate Member as of the date MSC retakes possession;
<br /> and,(ii)NISC shall reimburse to Associate Member all amounts paid for Software or Services not provided,and reduce the
<br /> Associate Member's then-current monthly fee by the amount attributable to such Software or Service.This paragraph sets
<br /> out NISC's entire liability for any IP Claim and Associate Member's sole remedy.
<br /> 19.Indemnification Procedures:Promptly after receipt by Associate Member of a threat of any action,or a notice of the
<br /> commencement,or filing of any action against Associate Member,Associate Member shall give Notice thereof to NISC,
<br /> provided that failure to give or delay in giving such notice to NISC shall not relieve NISC of any liability it may have to
<br /> Associate Member except to the extent that MSC demonstrates that the defense of such action is prejudiced thereby.
<br /> Associate Member shall not independently defend or respond to any such claim;provided,however,that(19.1.)Associate
<br /> Member may defend or respond to any such claim,at NISC's expense,if Associate Member's counsel determines,in its sole
<br /> discretion,that such defense or response is necessary to preclude a default judgment from being entered against Associate
<br /> Member;and,(19.2.)Associate Member shall have the right,at its own expense,to monitor NISC's defense of any such
<br /> claim. NISC shall have sole control of the defense and of all negotiations for settlement of such action. At NISC's request,
<br /> Associate Member shall cooperate with NISC in defending or settling any such action;provided,however,that NISC shall
<br /> reimburse Associate Member for all reasonable out-of-pocket costs incurred by Associate Member(including,when
<br /> authorized by NISC,reasonable attorneys' fees and expenses)in providing such cooperation.This section 19 shall survive
<br /> termination.
<br /> 20.Liability Limitations; Anything in this Agreement to the contrary notwithstanding,in no event shall either Party be
<br /> liable to the other under any theory of tort,contract,strict liability,or other legal or equitable theory for indirect,
<br /> consequential,special,incidental,or punitive damages,incurred by any party(including any third party),however caused,
<br /> arising under or in connection with.this Agreement,even if such Party had been advised of the possibility of such damages.
<br /> FOR CLARITY,MEMBER AGREES THAT NISC SHALL NOT BE LIABLE FOR ANYLOSS OF USA REVENUES,
<br /> PROFIT,INDIRECT,CONSEQUENTIAL,PUNITIVE OR ANY OTHER TYPE OF CLAIM,NO MATTER THE
<br /> LEGAL THEORY,AS A RESULT OF MEMBER'S USE OF THE SOFTWARE PURSUANT TO THIS
<br /> AGREEMENT.
<br /> IN NO EVENT SHALL NISC'S AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID TO NISC
<br /> UNDER THIS AGREEMENT IN THE TWELVE(12)MONTHS PRECEDING THE EVENT WHICH GAVE RISE
<br /> TO THE CLAIM.
<br /> 21.Remote Support:Associate Member agrees to provide connectivity to Associate Member's computer system utilizing
<br /> the NISC software,to allow remote access by NISC for support of the system and software.
<br /> 22. Taxes, Property Insurance,Freight and Travel Expenses:Associate Member shall bear all risk and property
<br /> insurance and taxes,however designated,including,but not limited to,sales,use and personal property taxes imposed as a
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<br /> ®2014-2015 NISC.All Rights Reserved
<br /> CONFIDENTIAL
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