ADIC 2.8 Infringement Indemnification, Term and Termination

Infringement Indemnification

a. ADIC will defend, indemnify, save, and hold Licensee harmless against claims, demands, liability,

damages, and judgments which are finally adjudicated, including attorney's fees and court costs arising or

resulting directly from any claim, suit or litigation brought against Licensee based on infringement of any U.

S. patent or copyright by the Software (except that indemnification does not apply to any third party

software which may be embedded therein), provided, however, that such indemnity is conditioned upon

receipt by ADIC of prompt notification in writing of such claim and that Licensee provides continuing

information and reasonable assistance for the defense and settlement of any claim. ADIC will retain

attorneys, as deemed necessary, and conduct the defense and settlement of such claim. ADIC may, at its

own expense and at its option, either (1) procure for Licensee the right to continue using the Software, or

(2) replace the same with non-infringing software, or (3) modify the Software so that it becomes non-

infringing provided such modified intellectual property will reasonably meet Licensee's needs.

b. Upon failure of (1), (2) or (3) above, despite the r easonable efforts of ADIC, Licensee may terminate this

License only with respect to the Software adversely affected by such action or claim. Upon such

termination ADIC will promptly refund to Licensee any License Fees paid and other payments made for the

adversely affected Software. ADIC may deduct from the refund a fair market value for usage, which will be

a pro rata share of the License charge for the time period used, assuming a three (3) year straight line

depreciation with no salvage value.

c. Notwithstanding the foregoing ADIC has no liability if any such claim or suit is based upon or arises out of:

1) alterations of the Software by Licensee or any third party; 2) Licensee's failure to install updated

Software provided by ADIC for avoiding such infringement; 3) use of the Software in combination with

apparatus or software not furnished by ADIC; 4) use of the Software in a manner for which it was neither

designed nor contemplated; 5) third party software embedded in the Software; 6) Software modified by

ADIC for Licensee in accordance with Licensee's specifications or requests; or 7) a patent, trademark or

or otherwise.

a. Term. The term of this License is perpetual, unless terminated by ADIC as provided herein.

b. Termination. This License commences on the Effective Date and will continue in perpetuity unless

Licensee fails to comply with any of the material conditions of this License. ADIC may, after allowing

Licensee a reasonable time to cure its default, terminate this License upon written notice to the Licensee.

Within thirty (30) days after termination of this License, Licensee will certify, in writing, to ADIC, that

Licensee has discontinued the use of all Software; and either destroyed or, at ADIC’s election, returned to

ADIC the original and all copies of the Software and Documentation in any form maintained by Licensee.

c. Termination for Cause. A violation of any provision of Paragraph 3. above will be deemed a material

breach and the basis for immediate termination of this License.

d. Termination upon Insolvency. This License may be terminated by ADIC if the Licensee (i) terminates or

indefinitely suspends its business; (ii) becomes subject to any bankruptcy or insolvency proceeding under

governmental statute; or (iii) becomes insolvent or becomes subject to direct control by a trustee, receiver

or similar authority.

e. Remedies upon Termination . If this License is terminated by ADIC, ADIC will have the right to take

immediate possession of the Software, Documentation, and all copies wherever located, without demand

or notice. Termination of this License is in addition to and not in lieu of any equitable or legal remedies

available to ADIC.