Licensed Intellectual Property. (a) From and after the Effective Time, subject to the terms of this Section 5.10, SDTS, on behalf of itself and its Affiliates (including GS LLC), hereby grants to SU and its Affiliates a non-exclusive, fully-paid, royalty-free, as-is license to use, reproduce, or modify all Intellectual Property related to the design of electric transmission towers that is owned by SDTS or GS LLC immediately following the Effective Time embodied in or used in an Applicable Transmission System (“Licensed Intellectual Property”) in connection with the design, development, manufacture, operation, maintenance, restoration, procurement of bids for equipment or services, sale or other use (“Licensed Activities”) of any transmission system owned or controlled by SU, its Affiliates and their successors and assigns (the “Licensed Parties”), whether currently or in the future (“Licensed Transmission Systems”). With respect to a Licensed Transmission System, SDTS agrees that the Licensed Parties may disclose the Licensed Intellectual Property, on a confidential basis, to any employee, contractor, operator or supplier of the Licensed Parties, to the extent necessary to perform the Licensed Activities in connection with the Licensed Transmission Systems on behalf of the Licensed Parties; provided, however, the Licensed Parties shall be responsible and liable for the acts or omission of any such entity or person with respect to the Licensed Intellectual Property disclosed. SDTS acknowledges and agrees that, following the Closing, the Licensed Parties may retain copies of all documents, designs, Contracts, plans and other records comprising the Licensed Intellectual Property; provided, however, that the Licensed Parties shall comply with the confidentiality and use restrictions set forth in the applicable Contract relating to such documents, designs, Contracts, plans and other records, including such restrictions that require payment of a fee to the applicable counterparty prior to disclosure or use. For purposes of this Section, all Intellectual Property arising out of the Tower Design License Agreement, dated as of November 9, 2017, among Oncor, SDTS and (pursuant to an undertaking) SU, shall not in any way be deemed Licensed Intellectual Property and is expressly excluded from the license granted herein. (b) The license granted pursuant to this Section 5.10 may be assigned (i) in part to any purchaser of a portion of a Licensed Transmission System or (ii) in whole to any purchaser of all of the Licensed Transmission Systems, in each case upon 5 business days’ notice to SDTS. Except as set forth in the immediately preceding sentence, this license granted pursuant to this Section 5.10 shall not be assignable or transferable. (c) THE LICENSED INTELLECTUAL PROPERTY AND THE LICENSE GRANTED HEREIN ARE PROVIDED ON AN “AS IS” “WHERE IS” BASIS. ONCOR , SDTS, AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES MAKE NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS OR FREEDOM FROM DEFECTS OF THE LICENSED INTELLECTUAL PROPERTY AND FURTHER EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, WORKMANSHIP, TITLE, LICENSE, AND NON-INFRINGEMENT. FURTHER, ONCOR, SDTS AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES SHALL NOT BE LIABLE TO ANY PERSON OR ENTITY, UNDER ANY CAUSE OF ACTION RELATED TO THE LICENSED INTELLECTUAL PROPERTY OR THE LICENSED GRANTED HEREIN, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER CAUSE OF ACTION, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR LIQUIDATED DAMAGES, WITH REGARD TO AND IN CONNECTION WITH THE LICENSED INTELLECTUAL PROPERTY AND THE LICENSE GRANTED HEREIN. THE DISCLAIMERS AND EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION ARE A MATERIAL PART OF SDTS’ AGREEMENT TO PROVIDE THE LICENSED INTELLECTUAL PROPERTY AND THE LICENSE GRANTED HEREIN.
Appears in 2 contracts
Samples: Merger Agreement (Hunt Consolidated, Inc.), Merger Agreement (InfraREIT, Inc.)
Licensed Intellectual Property. A. USE OF THE LICENSED INTELLECTUAL PROPERTY ----------------------------------------- Licensee agrees that it will use the Licensed Intellectual Property strictly in accordance with the following terms and conditions:
(1) Licensee shall promptly integrate or implement in the Licensed Business, at its own expense, any modifications or additions to the Licensed Intellectual Property upon receipt by Licensee of such modifications or additions from COMPANY.
(2) Except with the prior written consent of COMPANY, the Licensed Intellectual Property shall not be used by persons other than Licensee and authorized employees of Licensee, and shall not be used in conjunction with any business or activity of Licensee other than the Licensed Business.
(3) Licensee shall not, and shall not allow its employees, agents or independent contractors engaged by Licensee to: (a) From and after the Effective Timesell, subject to the terms of this Section 5.10assign, SDTSlease, on behalf of itself and its Affiliates (including GS LLC)sublicense, hereby grants to SU and its Affiliates a non-exclusivetransfer, fully-paidconvey, royalty-free, as-is license to use, reproducepledge, or modify all Intellectual Property related to the design of electric transmission towers that is owned by SDTS or GS LLC immediately following the Effective Time embodied in or used in an Applicable Transmission System (“Licensed Intellectual Property”) in connection with the design, development, manufacture, operation, maintenance, restoration, procurement of bids for equipment or services, sale or other use (“Licensed Activities”) of any transmission system owned or controlled by SU, its Affiliates and their successors and assigns (the “Licensed Parties”), whether currently or in the future (“Licensed Transmission Systems”). With respect to grant a Licensed Transmission System, SDTS agrees that the Licensed Parties may disclose the Licensed Intellectual Property, on a confidential basis, to any employee, contractor, operator or supplier of the Licensed Parties, to the extent necessary to perform the Licensed Activities in connection with the Licensed Transmission Systems on behalf of the Licensed Parties; provided, however, the Licensed Parties shall be responsible and liable for the acts or omission of any such entity or person security interest with respect to the Licensed Intellectual Property disclosed. SDTS acknowledges and agrees thator any component thereof, following or any data generated by the Closing, the Licensed Parties may retain copies use of all documents, designs, Contracts, plans and other records comprising the Licensed Intellectual Property; provided, however, that (b) copy or reproduce the Licensed Parties shall Intellectual Property or any component thereof, or any data generated by the use of the Licensed Intellectual Property in any manner, except to the extent necessary for normal operation of the Licensed Business or as necessary in order to comply with applicable law; or (c) alter, modify, adapt, decompile or reverse engineer the confidentiality Licensed Intellectual Property, any documentation relating thereto or any component thereof, including, but not limited to, or creating derivative works thereof.
(4) Licensee shall establish and maintain such security precautions as are prescribed by COMPANY from time to time to prevent the unauthorized use, accessibility, disclosure or copying of the Licensed Intellectual Property or any data generated by the use restrictions set forth in the applicable Contract relating to such documentsthereof. Licensee shall cause each of its employees, designs, Contracts, plans agents and other records, including such restrictions that require payment of a fee independent contractors engaged by Licensee who has or will have access to the applicable counterparty prior Licensed Intellectual Property to disclosure execute a written confidentiality agreement in a form reasonably prescribed or useapproved in writing by COMPANY. For purposes At COMPANY's request, a duplicate original of each such confidentiality agreement shall be forwarded to COMPANY. Licensee shall obtain from each of its employees, agents and independent contractors engaged by Licensee a written undertaking that they will comply with all of the provisions of this Section 4, including, without limitation, the obligation to assign to COMPANY any and all rights and interests in modifications or derivative works which those individuals may acquire by operation of law or otherwise and to execute such documentation as may be necessary or desirable for the purpose of such an assignment. Licensee shall immediately inform the COMPANY in writing if an employee, agent or independent contractor engaged by Licensee breaches the written confidentiality agreement or otherwise violates the terms and conditions of this Section, all or if Licensee learns of any actual or possible unauthorized disclosure or use of the Licensed Intellectual Property arising out or any data generated by the use of the Tower Design License AgreementLicensed Intellectual Property, dated such as the loss or theft of November 9any tangible medium (such as an operating manual), 2017, among Oncor, SDTS documentation or other component thereof. Licensee shall allow COMPANY reasonable access to Licensee's properties and all computer equipment of Licensee for purposes of verifying compliance by Licensee with this provision.
(pursuant to an undertaking5) SU, shall not in any way be deemed Licensee agrees that the Licensed Intellectual Property and is expressly excluded from any data generated by the license granted hereinuse of the Licensed Intellectual Property are the valuable and proprietary property of COMPANY or its Affiliates, and agrees to use the utmost care to safeguard the Licensed Intellectual Property and any data generated by the use thereof. Licensee shall not undertake to patent, copyright or otherwise assert proprietary rights to the Licensed Intellectual Property or any data generated by the use of the Licensed Intellectual Property or any portion thereof. Licensee recognizes that all or part of the Licensed Intellectual Property and any data generated by the use of the Licensed Intellectual Property may be copyrighted and agrees that this shall not be construed as causing the copyrighted material to be public information. Licensee will ensure that all copies of the Licensed Intellectual Property and any data generated by the use of the Licensed Intellectual Property or any components thereof in its possession contain such copyright notice or other notice of proprietary rights specified by COMPANY.
(b6) The license granted pursuant Licensee shall promptly disclose to this Section 5.10 may be assigned (i) in part to any purchaser of a portion of a Licensed Transmission System COMPANY all ideas and suggestions for modifications or (ii) in whole to any purchaser of all enhancements of the Licensed Transmission SystemsIntellectual Property conceived or developed by or for Licensee, in each case upon 5 business days’ notice and COMPANY and its Affiliates shall have the right to SDTSuse and license such ideas and suggestions without any payment. Except as set forth in All modifications and enhancements actually made to the immediately preceding sentenceLicensed Intellectual Property together with the copyright therein shall be the property of COMPANY without any payment, this license granted pursuant without regard to this Section 5.10 shall not be assignable the source of the modification or transferableenhancement.
(c7) THE LICENSED INTELLECTUAL PROPERTY AND THE LICENSE GRANTED HEREIN ARE PROVIDED ON AN “AS IS” “WHERE IS” BASIS. ONCOR COMPANY shall have the right at all times, SDTSand upon not less than 24-hour written notice, AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES MAKE NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACYto access the premises of Licensee and to retrieve and analyze the use of elements of the Licensed Intellectual Property and all data generated in the use thereof.
(8) Licensee acknowledges and agrees that any violation by Licensee of the provisions of this Section 4 would cause COMPANY and its Affiliates irreparable injury for which they would have no adequate remedy at law and that, COMPLETENESS OR FREEDOM FROM DEFECTS OF THE LICENSED INTELLECTUAL PROPERTY AND FURTHER EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONSin addition to any other remedies which they may have, WARRANTIES AND COVENANTS, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, WORKMANSHIP, TITLE, LICENSE, AND NON-INFRINGEMENT. FURTHER, ONCOR, SDTS AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES SHALL NOT BE LIABLE TO ANY PERSON OR ENTITY, UNDER ANY CAUSE OF ACTION RELATED TO THE LICENSED INTELLECTUAL PROPERTY OR THE LICENSED GRANTED HEREIN, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER CAUSE OF ACTION, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR LIQUIDATED DAMAGES, WITH REGARD TO AND IN CONNECTION WITH THE LICENSED INTELLECTUAL PROPERTY AND THE LICENSE GRANTED HEREIN. THE DISCLAIMERS AND EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION ARE A MATERIAL PART OF SDTS’ AGREEMENT TO PROVIDE THE LICENSED INTELLECTUAL PROPERTY AND THE LICENSE GRANTED HEREINCOMPANY and its Affiliates shall be entitled to preliminary and permanent injunctive relief against any such violation without having to post a bond.
Appears in 1 contract
Licensed Intellectual Property. (a) From As of the Closing Date and after the Effective Time, subject to the terms and conditions of this Section 5.10Agreement, SDTS, on behalf of itself and its Affiliates (including GS LLC), Hynix hereby grants to SU Purchaser and its Affiliates Subsidiaries a nonperpetual, worldwide, paid-exclusive, fully-paidup, royalty-free, asnon-is exclusive, non-transferable (except as permitted under Section 7.13 of this Agreement) right and personal license under and to use, reproduce, or modify all the Hynix Licensed Intellectual Property related to (i) with respect to the design Hynix Licensed Intellectual Property which are Patents related or directed to semiconductor products or their method of electric transmission towers that is owned by SDTS or GS LLC immediately following the Effective Time embodied in or used in an Applicable Transmission System manufacture (“Licensed Intellectual PropertyProduct Patents”) in connection with the ), design, developmentdevelop, manufacture, operationhave manufactured, maintenancemake, restorationhave made, procurement use, lease, offer for sale, sell, export and import, package, modify or otherwise dispose of bids (A) any semiconductor product(s) other than Memory Products, and/or (B) Memory Products which Purchaser manufactures for equipment Hynix and/or any Subsidiary(ies) of Hynix, (ii) copy, have copied, use or serviceshave used any other manufacturing technology included in the Hynix Licensed Intellectual Property to design, sale develop, manufacture, have manufactured, make or have made, package or modify (A) any semiconductor product(s) other than Memory Products, and/or (B) Memory Products which Purchaser manufactures for Hynix and/or any Subsidiary(ies) of Hynix; and (iii) with respect to Hynix Licensed Intellectual Property which are not Products Patents or other manufacturing technology, to copy and use (“Licensed Activities”) of any transmission system owned or controlled by SU, its Affiliates and their successors and assigns (the “Licensed Parties”), whether currently or in the future (“Licensed Transmission Systems”). With respect to a Licensed Transmission System, SDTS agrees that the Licensed Parties may disclose the such Hynix Licensed Intellectual Property, on a confidential basisand to create derivative works thereof and copy and use such derivative works, to any employee, contractor, operator or supplier in the conduct of the Licensed Parties, to the extent necessary to perform the Licensed Activities in connection with the Licensed Transmission Systems on behalf of the Licensed Parties; provided, however, the Licensed Parties shall be responsible and liable for the acts or omission of any such entity or person with respect to the Licensed Intellectual Property disclosed. SDTS acknowledges and agrees that, following the Closing, the Licensed Parties may retain copies of all documents, designs, Contracts, plans and other records comprising the Licensed Intellectual Propertyits business; provided, however, that the Licensed Parties shall comply with the confidentiality and use restrictions set forth in the applicable Contract relating respect to such documents, designs, Contracts, plans and other records, including such restrictions that require payment of a fee to the applicable counterparty prior to disclosure or use. For purposes of this Section, all Intellectual Property arising out of the Tower Design License Agreement, dated as of November 9, 2017, among Oncor, SDTS and (pursuant to an undertaking) SU, shall not in any way be deemed softwares which are Hynix Licensed Intellectual Property and is expressly excluded from Property, the license granted hereinhereunder shall be limited to such softwares existing as of the Closing Date and which are used or have been used in the Business on or prior to the Closing Date. For the avoidance of doubt and without limiting the foregoing sentence, the Parties agree that the license granted hereunder shall include the following softwares: ADMS, IP Web, Legal System and EGGS (Employee/Officer General Supporting System). In addition, for the avoidance of doubt, and notwithstanding the foregoing or any other provision to the contrary, Purchaser shall have the right to create any improvements, developments, enhancements, modifications, and/or derivative works to the Hynix Licensed Intellectual Property.
(b) The license granted pursuant Notwithstanding the foregoing or any other provision of this Agreement to the contrary, nothing in this Section 5.10 may 2.1 shall be assigned (i) interpreted to allow Purchaser or any Subsidiary of Purchaser to, directly or indirectly, take any action that would violate the covenant not to compete in part to any purchaser of a portion of a Licensed Transmission System or (ii) in whole to any purchaser of all Section 6.4 of the Licensed Transmission Systems, in each case upon 5 business days’ notice to SDTS. Except as set forth in the immediately preceding sentence, this license granted pursuant to this Section 5.10 shall not be assignable or transferableBusiness Transfer Agreement.
(c) THE LICENSED INTELLECTUAL PROPERTY AND THE LICENSE GRANTED HEREIN ARE PROVIDED ON AN “AS IS” “WHERE IS” BASIS. ONCOR , SDTS, AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES MAKE NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS OR FREEDOM FROM DEFECTS OF THE LICENSED INTELLECTUAL PROPERTY AND FURTHER EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, WORKMANSHIP, TITLE, LICENSE, AND NON-INFRINGEMENT. FURTHER, ONCOR, SDTS AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES SHALL NOT BE LIABLE TO ANY PERSON OR ENTITY, UNDER ANY CAUSE OF ACTION RELATED TO THE LICENSED INTELLECTUAL PROPERTY OR THE LICENSED GRANTED HEREIN, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER CAUSE OF ACTION, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR LIQUIDATED DAMAGES, WITH REGARD TO AND IN CONNECTION WITH THE LICENSED INTELLECTUAL PROPERTY AND THE LICENSE GRANTED HEREIN. THE DISCLAIMERS AND EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION ARE A MATERIAL PART OF SDTS’ AGREEMENT TO PROVIDE THE LICENSED INTELLECTUAL PROPERTY AND THE LICENSE GRANTED HEREIN.
Appears in 1 contract
Samples: Intellectual Property License Agreement (MagnaChip Semiconductor LTD (United Kingdom))
Licensed Intellectual Property. (a) From and after the Effective Time, subject to the terms of this Section 5.10, SDTS, on behalf of itself and its Affiliates (including GS LLC), hereby grants to SU and its Affiliates a non-exclusive, fully-paid, royalty-free, as-is license to use, reproduce, or modify all Intellectual Property related to the design of electric transmission towers that is owned by SDTS or GS LLC immediately following the Effective Time embodied in or used in an Applicable Transmission System (“Licensed Intellectual Property”) in connection with the design, development, manufacture, operation, maintenance, restoration, procurement of bids for equipment or services, sale or other use (“Licensed Activities”) of any transmission system owned or controlled by SU, its Affiliates and their successors and assigns (the “Licensed Parties”), whether currently or in the future (“Licensed Transmission Systems”). With respect to a Licensed Transmission System, SDTS agrees that the Licensed Parties may disclose the Licensed Intellectual Property, on a confidential basis, to any employee, contractor, operator or supplier of the Licensed Parties, to the extent necessary to perform the Licensed Activities in connection with the Licensed Transmission Systems on behalf of the Licensed Parties; provided, however, the Licensed Parties shall be responsible and liable for the acts or omission of any such entity or person with respect to the Licensed Intellectual Property disclosed. SDTS acknowledges and agrees that, following the Closing, the Licensed Parties may retain copies of all documents, designs, Contracts, plans and other records comprising the Licensed Intellectual Property; provided, however, that the Licensed Parties shall comply with the confidentiality and use restrictions set forth in the applicable Contract relating to such documents, designs, Contracts, plans and other records, including such restrictions that require payment of a fee to the applicable counterparty prior to disclosure or use. For purposes of this Section, all Intellectual Property arising out of the Tower Design License Agreement, dated as of November 9, 2017, among Oncor, SDTS and (pursuant to an undertaking) SU, shall not in any way be deemed Licensed Intellectual Property and is expressly excluded from the license granted herein.
(b) The license granted pursuant to this Section 5.10 may be assigned (i) in part to any purchaser of a portion of a Licensed Transmission System or (ii) in whole to any purchaser of all of the Licensed Transmission Systems, in each case upon 5 business days’ notice to SDTS. Except as set forth in Sections 4.7(a) and 4.7(b) above, following the immediately preceding sentenceexpiration or termination of the Purchase Option without Licensor’s exercise of the Purchase Option, this license granted pursuant as between the Parties, Licensor shall have the first right, but not the obligation, to this Section 5.10 take action against others in the courts, administrative agencies or otherwise, under Licensor’s direction and control and at Licensor’s cost and expense, to prevent or terminate infringement, misappropriation, illegal use or misuse of any Licensed Intellectual Property, including, but not limited to, a Symphony Collaboration Relevant Infringement. The Symphony Collaboration shall, at Licensor’s expense, cooperate and reasonably assist Licensor in such action if so requested, and upon Licensor’s request, execute, file and deliver all documents and proof necessary for such purpose, including being named as a party to such litigation if requested by Licensor or if required by Law. The Symphony Collaboration shall have the right to participate and be represented in any such action, suit or proceeding by its own counsel at its own expense, to the extent the action relates to a Symphony Collaboration Relevant Infringement; provided that the Symphony Collaboration shall not enter into any settlement or compromise of such action, suit or proceeding that affects or concerns the validity, enforceability, or ownership of any Licensed Patent Rights or other Licensed Intellectual Property without the prior written consent of Licensor, which consent shall not be assignable unreasonably withheld or transferabledelayed. Except to the extent such settlement or compromise relates solely to Licensor’s programs or products other than the Programs and the Products, Licensor shall not enter into any settlement or compromise of such action, suit or proceeding that affects or concerns the validity, enforceability, or ownership of any Licensed Patent Rights or other Licensed Intellectual Property without the prior written consent of the Symphony Collaboration, which consent shall not be unreasonably withheld or delayed.
(c) THE LICENSED INTELLECTUAL PROPERTY AND THE LICENSE GRANTED HEREIN ARE PROVIDED ON AN “AS IS” “WHERE IS” BASIS. ONCOR , SDTS, AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES MAKE NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS OR FREEDOM FROM DEFECTS OF THE LICENSED INTELLECTUAL PROPERTY AND FURTHER EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS, IMPLIED AND STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, WORKMANSHIP, TITLE, LICENSE, AND NON-INFRINGEMENT. FURTHER, ONCOR, SDTS AND THEIR RESPECTIVE AFFILIATES AND SUBSIDIARIES SHALL NOT BE LIABLE TO ANY PERSON OR ENTITY, UNDER ANY CAUSE OF ACTION RELATED TO THE LICENSED INTELLECTUAL PROPERTY OR THE LICENSED GRANTED HEREIN, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER CAUSE OF ACTION, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR LIQUIDATED DAMAGES, WITH REGARD TO AND IN CONNECTION WITH THE LICENSED INTELLECTUAL PROPERTY AND THE LICENSE GRANTED HEREIN. THE DISCLAIMERS AND EXCLUSIONS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION ARE A MATERIAL PART OF SDTS’ AGREEMENT TO PROVIDE THE LICENSED INTELLECTUAL PROPERTY AND THE LICENSE GRANTED HEREIN.
Appears in 1 contract
