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Agreement. ES&S also owns all patents, trademarks, a Payment of Undisputed Amounts. In the event of
<br /> copyrights, trade names and other proprietary or intellectual a dispute between the parties regarding (1) a product or
<br /> property in, or used in connection with, the aforementioned service for which payment has not yet been made to ES&S,
<br /> items The aforementioned items also contain confidential (2) the amount due ES&S for any product or service, or (3)
<br /> and proprietary trade secrets of ES&S that are protected by the due date of any payment, Customer shall nevertheless
<br /> law and are of substantial value to ES&S Customer shall pay to ES&S when due all undisputed amounts. Such
<br /> keep the ES&S Software and related Documentation free payment shall not constitute a waiver by Customer or ES&S
<br /> and clear of all claims, liens and encumbrances and shall of any of its rights and remedies against the other party
<br /> maintain all copyright, trademark, patent or other intellectual b Remedies for Past Due Undisputed Payments. If
<br /> or proprietary rights notices that are set forth on the ES&S any undisputed payment to ES&S is past due more than 30
<br /> Equipment, the ES&S Software, the Documentation, training days, ES&S may suspend performance under this
<br /> materials and ballots that are provided, and all permitted Agreement until such amount is paid If Customer's
<br /> r—copies of the foregoing payment is past due for more than 60 days and is
<br /> 10 Indemnification undisputed, ES&S may declare the total amount remaining
<br />;"S,appliesbie lean; Customer shall indemnify and hold harmless due under this Agreement to be immediately due and
<br /> ES&S from and against any and all claims, damages, payable, enter the premises where the ES&S Equipment is
<br /> amounts paid in settlement and reasonable fees and costs located and remove it. Any disputed or undisputed payment
<br /> (including reasonable attorneys' fees) (collectively "Adverse not paid by Customer to ES&S when due shall bear interest
<br />+ �SConsequences")arising out of or relating to the following from the due date at a rate equal to the lesser of one and
<br /> a. Any claim that any of the ES&S Equipment or ES&S one-half percent per month or the maximum amount
<br /> Software infringes upon any third party's copyright, permitted by applicable law for each month or portion thereof
<br /> trademark or patent existing as of the date hereof (a "Third during which it remains unpaid
<br /> Party Infringement Claim") resulting from (i) Customer's 13. Assignment. Except in the case of a sale, transfer or
<br /> failure to timely or properly install and use any Update assignment of all or substantially all of the assets of ES&S to
<br /> provided to it by ES&S, (ii) the use of any ES&S Equipment a successor who has asserted its intent to continue the
<br /> or ES&S Software in combination with other equipment, business of ES&S, neither party may assign or transfer this
<br /> hardware or software not meeting ES&S' specifications for Agreement or assign, subcontract or delegate any of its
<br /> use with such ES&S Equipment or ES&S Software, or (iii) rights, duties or obligations hereunder without the prior
<br /> Customer's modification or alteration of any item of ES&S written consent of the other party hereto, such consent not to
<br /> Equipment or ES&S Software without the prior written be unreasonably withheld or conditioned, nor unduly
<br /> consent of ES&S, delayed ES&S may assign its right to receive payments
<br /> b Any claims by third parties arising out of or relating to the under this Agreement to such third party(ies) as ES&S may
<br /> use or misuse by Customer, its employees and any other desire without the prior consent of Customer, provided that
<br /> persons under its authority or control ("Customer's ES&S provides written notice (including evidence of such
<br /> Representatives")of any third party items; assignment) to Customer thirty (30) days in advance of any
<br /> c. Personal injury (including death) or property damage payment(s)so assigned
<br /> that is caused by any negligent or willful act, error or 14 Compliance with Laws. In performing its obligations
<br /> omission of one or more of Customer's Representatives, and or enjoying its rights under this Agreement, each party shall
<br /> d Customer's election not to receive, or to terminate, comply with all applicable laws and regulations. In addition,
<br /> Hardware Maintenance Services or ES&S Software ES&S warrants to Customer that, at the time of delivery, the
<br /> Maintenance and Support. ES&S Equipment and ES&S Software sold and licensed
<br /> under this Agreement will comply with all applicable
<br /> ES&S shall notify Customer immediately if it becomes aware requirements of state election laws and regulations that are
<br /> of any claim for which it may be entitled to indemnification mandatory and effective as of the Effective Date and will
<br /> under this Section 10, and hereby gives Customer full and have been certified by the appropriate state authorities for
<br /> complete authority, and shall provide such information and use in Customer's state
<br /> assistance as is necessary (at Customer's expense with 15 State Recertifications. In the event that any future
<br /> respect to reasonable out-of-pocket costs), to enable state certifications or recertifications are required that are not
<br /> Customer to defend, compromise or settle any such claim otherwise required as a result of any changes or
<br /> Ja
<br /> Termination. This Agreement may be terminated, in modifications voluntarily made by ES&S to the ES&S
<br /> ing, at any time by either party if the other party breaches Software and/or ES&S Equipment licensed and sold
<br /> material provision hereof and does not cure such breach hereunder, Customer shall be responsible for-
<br /> hin 30 days after it receives written notification thereof
<br /> m the non-breaching party.
<br /> Disputes.
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