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Subscription Agreement
<br />GovAl Enterprise
<br />GovAl
<br />Customer receives a request for the disclosure of
<br />Confidential Information under such laws, the
<br />Customer shall promptly notify GovAl of the
<br />request and, to the extent legally permissible,
<br />allow GovAl to seek a protective order or other
<br />appropriate remedy to protect the Confidential
<br />Information. If GovAl fails to obtain such remedy,
<br />the Customer may disclose the requested
<br />Confidential Information in accordance with
<br />Applicable Law, and such disclosure will not
<br />constitute a breach of this Agreement.
<br />9.4 Exceptions. Confidential Information shall not
<br />include information which: (i) is or later becomes
<br />publicly available without breach of this
<br />Agreement, or is disclosed by the Disclosing Party
<br />without any obligation of confidentiality; (ii) is
<br />known to the Recipient at the time of disclosure by
<br />the Disclosing Party, (iii) is independently
<br />developed by the Recipient without use of
<br />Confidential Information, (iv) becomes known or
<br />available to the Recipient without restriction from a
<br />source having the lawful right to disclose such
<br />information; (v) is generally known or readily
<br />ascertainable by Parties of ordinary skill in the
<br />business of the Recipient; or (vi) is software code
<br />in either object code or source code form that is
<br />licensed under an open source license.
<br />MUTUAL INDEMNIFICATION.
<br />10.1 Indemnification by GovAl. Subject to the terms
<br />and conditions of the Subscription Agreement,
<br />GovAl shall, at its own expense, defend Customer
<br />in any action, suit, or proceeding brought by a third
<br />party alleging that the Service infringes or
<br />misappropriates any patent, trademark, trade
<br />secret, copyright or any other intellectual property
<br />rights of such third party (an 1P Claim") and shall
<br />indemnify and hold Customer harmless from and
<br />against any settlement amounts agreed in writing
<br />by GovAl and/or any losses, damages, expenses
<br />or costs (including but not limited to reasonable
<br />attorneys' fees) awarded to such third party
<br />against Customer by a court or tribunal of
<br />competent jurisdiction in such IP Claim. As
<br />conditions for such defense and indemnification by
<br />GovAl, (i) Customer shall notify GovAl promptly in
<br />writing upon becoming aware of all pending IF
<br />Claims; (ii) Customer shall give GovAl sole control
<br />of the defense and settlement of such IP Claims;
<br />(iii) Customer shall cooperate fully with GovAl in
<br />the defense or settlement of such IP Claims; and
<br />(iv) Customer shall not settle any IP Claims without
<br />GovAl's written consent, or compromise the
<br />defense of any such IP Claims or make any
<br />admissions in respect thereto.
<br />GovAl.com
<br />10.2 Mitigation. If (a) GovAl becomes aware of an
<br />actual or potential IF Claim, or (b) Customer
<br />provides GovAl with notice of an actual or potential
<br />IP Claim, GovAl may (or in the case of an
<br />injunction against Customer, shall), at GovAI'S sole
<br />option and determination: (I) procure for Customer
<br />the right to continue to use the Service; or (II)
<br />replace or modify the Service with equivalent or
<br />better functionality so that Customer's use is no
<br />longer infringing; or (III) if (I) or (II) are not
<br />commercially reasonable, terminate the provision
<br />of the Service and refund to Customer any
<br />pre -paid Subscription Fees for any periods after
<br />the termination of the Service, less any
<br />outstanding monies owed by Customer to GovAl.
<br />10.3 Exclusions. The obligations in Sections 10.1 and
<br />10.2 do not extend to (1) any IP Claim based upon
<br />infringement or alleged infringement of any patent,
<br />trademark, copyright, or other intellectual property
<br />right by the combination of the Service furnished
<br />by GovAl with other products, software or services
<br />not provided by GovAl; (2) any IP Claim related to
<br />any Customer Data, or (3) any IP Claim related to
<br />any use or exercise of any other right in respect to
<br />the Service outside the scope of the rights granted
<br />in the Subscription Agreement.
<br />10.4 Indemnification by Customer. Subject to the
<br />terms and conditions of the Subscription
<br />Agreement, Customer shall, at its own expense,
<br />defend GovAl, and its directors, officers,
<br />employees, and agents (the "GovAl
<br />Indemnitees") in any action, suit, or proceeding
<br />brought by a third party against any of the GovAl
<br />Indemnitees alleging that the Customer Data, or
<br />Customer's use of the Service in violation of the
<br />Subscription Agreement, infringes or
<br />misappropriates the Intellectual Property Rights or
<br />other rights of, or has otherwise harmed, a third
<br />party ("Customer Claims") and shall indemnify
<br />and hold the GovAl Indemnitees harmless from
<br />and against any settlement amounts agreed in
<br />writing by Customer and/or any losses, damages,
<br />expenses or costs (including but not limited to
<br />reasonable attorneys' fees) awarded to such third
<br />party against any of the GovAl Indemnitees by a
<br />court or tribunal of competent jurisdiction in any
<br />such Customer Claim. As conditions for such
<br />defense and indemnification by Customer, (i)
<br />GovAl shall notify Customer promptly in writing
<br />upon becoming aware of all pending Customer
<br />Claims; (ii) GovAl shall give Customer sole control
<br />of the defense and settlement of such Customer
<br />Claims; (iii) GovAl shall cooperate fully with
<br />Customer in the defense or settlement of such
<br />Customer Claims; and (iv) GovAl shall not settle
<br />any Customer Claims without Customer's written
<br />consent, or compromise the defense of any such
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