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OF SOFTWARE OR NON-SCPDC SOFTWARE THAT CHANGE, OR ARE ABLE TO
<br />CHANGE, THE DATA MODEL OF THE SOFTWARE.
<br />7.3 LIMITATION OF LIABILITY. IN NO EVENT WILL SCPDC BE LIABLE FOR ANY
<br />LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST
<br />OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
<br />ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING,
<br />PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED
<br />HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS
<br />CONDUCT, INCLUDING NEGLIGENCE, EVEN IF SCPDC HAS BEEN ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGES. IN ADDITION, SCPDC WILL NOT BE LIABLE FOR
<br />ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE
<br />OR SAID SERVICES. SCPDC'S LIABILITY UNDER THIS AGREEMENT FOR DIRECT,
<br />INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES OF ANY
<br />KIND, INCLUDING, WITHOUT LIMITATION, RESTITUTION, WILL NOT, IN ANY
<br />EVENT, EXCEED THE LICENSE FEE PAID BY LICENSEE TO SCPDC UNDER THIS
<br />AGREEMENT.
<br />7.4 ALLOCATION OF RISK. The provisions of this Section 7 allocate risks under this
<br />Agreement between Licensee and SCPDC. SCPDC's pricing reflects this allocation of risks and
<br />limitation thereof in accordance with the provisions of this Agreement and not liability.
<br />8. INDEMNIFICATION
<br />8.1 INFRINGEMENT INDEMNITY. SCPDC warrants that the Software will not infringe
<br />upon any copyright, patent, trade secret or other intellectual property, proprietary, or ownership
<br />interest or legal rights of any third party. SCPDC shall, at its expense, hold harmless, indemnify,
<br />defend or settle any claim, action or allegation brought against Licensee, , its officers, employees,
<br />and agents that the Software infringes any patent, copyright, trade secret or other proprietary right
<br />of any third party and shall pay any costs and damages awarded against Licensee in any such action
<br />including, but not limited to, attorneys' fees and costs, final judgments awarded or settlements
<br />entered in the action; provided that Licensee gives prompt written notice to SCPDC of any such
<br />claim, action or allegation of infringement and gives SCPDC the authority to proceed as
<br />contemplated herein. SCPDC will have the exclusive right to defend any such claim, action or
<br />allegation and make settlements thereof at its own discretion, and Licensee may not settle or
<br />compromise such claim, action or allegation, except with prior written consent of SCPDC.
<br />Licensee shall give such assistance and information as SCPDC may reasonably require to settle or
<br />oppose such claims. In the event any such infringement, claim, action or allegation is brought or
<br />threatened, SCPDC may, at its sole option and expense:
<br />or
<br />(a) procure for Licensee the right to continue Use of the Software or infringing part thereof;
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