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tion.
5.2
End User shall not disclose, provide, or otherwise make available the Proprietary Information of PSC or its
third party licensors to any person other than End User's authorized employees or agents who are under con-
fidentiality agreement, and End User shall not use the Proprietary Information other than in conjunction with
use of the PSC Product exclusively for End User's internal business purposes. End User shall take steps to
protect the Proprietary Information no less securely than if it were End User's own intellectual property.
5.3
The provisions of this Proprietary Information Section shall survive and continue for five (5) years after the ter-
mination of this Agreement.
6. Limited Warranty.
6.1
PSC warrants that, under normal use and operation, the PSC Product will conform substantially to the appli-
cable Documentation for the period specified in the Documentation. During this period, for all reproducible
nonconformities for which PSC has been given written notice, PSC will use commercially reasonable efforts to
remedy nonconformities verified by PSC. End User agrees to supply PSC with all reasonably requested infor-
mation and assistance necessary to help PSC in remedying such nonconformities. For all defects reported to
PSC within the warranty period, PSC's liability is limited to providing End User with one copy of corrections or
responding to End User's problem reports according to PSC's standard assistance practices. PSC does not
warrant that the product will meet End User's requirements or that use of the product will be uninterrupted or
error free, or that PSC's remedial efforts will correct any nonconformance. This limited warranty does not
cover any product that have been subjected to damage or abuse, whether intentionally, accidentally, or by
neglect, or to unauthorized repair or unauthorized installation, and shall be void if End User modifies the prod-
uct, uses the product in any manner other than as established in the Documentation, or if End User breaches
any of the provisions of this Agreement.
6.2
EXCEPT AS PROVIDED IN THIS AGREEMENT, THE PSC PRODUCT IS PROVIDED "AS IS" AND PSC
MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT
TO THE PRODUCT, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABIL-
ITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Infringement.
7.1
PSC will defend End User against any claim in a lawsuit that the PSC Product furnished hereunder infringe a
United States patent or copyright of a third party and PSC will pay any damages finally awarded against End
User by a court of competent jurisdiction that are attributable to such claim or will pay End User's part of any
settlement that is attributable to such claim, provided, that 1) End User notifies PSC promptly in writing of the
claim, 2) PSC controls the defense or settlement of the claim, and 3) End User cooperates fully with PSC in
such defense or settlement. All notices of a claim should be sent to PSC Inc., Legal Department, 111 SW
Fifth Ave. Suite 4100, Portland, OR 97204-3644.
7.2
In the defense or settlement of any such claim, PSC may, at its option, 1) procure for End User the right to
continue using the PSC Product, 2) modify the PSC Product so that it becomes non-infringing, 3) replace the
PSC Product with an equivalent product not subject to such claim, or 4) provide End User an opportunity to
return the PSC Product and receive a refund of the purchase price paid, less a reasonable allowance for use.
7.3
PSC shall have no liability to End User for claims of infringement based upon 1) the use of any PSC Product
in combination with any product which PSC has not either furnished or authorized for use with such PSC
Product 2) the use of any PSC Product designed, manufactured, or modified to the specifications of End User,
or 3) End User's modification of the PSC Product without written authorization from PSC.
7.4
THE FOREGOING STATES PSC'S COMPLETE AND ENTIRE OBLIGATION CONCERNING CLAIMS OF
PATENT, COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT, CANCELS AND
SUPERCEDES ANY PRIOR AGREEMENTS, WHETHER ORAL OR WRITTEN, BETWEEN THE PARTIES
CONCERNING SUCH CLAIMS, AND WILL NOT BE MODIFIED OR AMENDED BY ANY PAST, CONTEM-
PORANEOUS, OR FUTURE AGREEMENTS OR DEALINGS BETWEEN THE PARTIES, WHETHER ORAL
OR WRITTEN, EXCEPT AS SET FORTH IN A FUTURE WRITING SIGNED BY BOTH PARTIES.
8. Limitation Of Liability.
EXCEPT AS PROVIDED IN SECTION 7, PSC SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST END USER
BY ANY OTHER PARTY. IN NO EVENT SHALL PSC'S LIABILITY FOR DAMAGES, IF ANY, WHETHER BASED
UPON CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, WARRANTY,
OR ANY OTHER BASIS, EXCEED THE PRICE OR FEE PAID BY END USER FOR THE PSC PRODUCT. UNDER
NO CIRCUMSTANCES SHALL PSC BE LIABLE TO END USER OR ANY THIRD PARTY FOR LOST PROFITS,
LOST DATA, INTERRUPTION OF BUSINESS OR SERVICE, OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL,
CONTINGENT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR OTHER SIMILAR DAMAGES, EVEN IF
PSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Government Restricted Rights; International Use.
9.1
Use, duplication, or disclosure of the Software by the U.S. Government is subject to the restrictions for com-
puter software developed at private expense as set forth in the U.S. Federal Acquisition Regulations at FAR
52.227-14(g), or 52.227-19 or in the Rights in Technical Data and Computer Software clause at DFARS
252.227-7013(c)(1)(ii), whichever is applicable.
9.2
If End User is using the PSC Product outside of the United States, End User must comply with the applicable
local laws of the country in which the PSC Product is used, with U.S. export control laws, and with the English
language version of this Agreement. The provisions of the "United Nations Convention on International Sale
of Goods" shall not apply to this Agreement.
10. Termination.
10.1
Either party may terminate this Agreement or any license granted under this Agreement at any time upon writ-
ten notice if the other party breaches any provision of this Agreement.
10.2
Upon termination of this Agreement, End User immediately shall cease using any non-embedded software
and shall return to PSC or destroy all non-embedded software covered by this Agreement, and shall furnish
PSC with a certificate of compliance with this provision signed by an officer or authorized representative of
End User. For embedded software, End User agrees to sign a waiver prepared by PSC concerning further
use of the embedded Software. End User's resumed or continued use of the embedded Software after termi-
Quick Reference Guide
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