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license fees or payments paid by You for use of the Products; or (ii) LEI’s stan-
dard list price for the Products as of the Effective Date of this License. LEI’s
liability shall further be limited to direct damages suffered by You.
6. Indemnification.
You shall indemnify and hold harmless, and at LEI’s op-
tion defend, LEI and its affiliates, and their respective officers, directors, em-
ployees, agents, successors and assigns from and against any and all claims,
damages and expenses, including legal fees, incurred directly or indirectly by
LEI or its affiliates, and their respective officers, directors, employees, agents,
successors and assigns that arise out of or relate to breach or non-
performance of this License by You.
7. Term and Termination.
This License shall commence on the date You pur-
chase the rights under this License (the "Effective Date"). This License shall
automatically terminate upon Your failure to comply with any of the terms and
conditions set forth herein. Upon the termination of this License for any reason,
(i) all licenses granted hereunder shall immediately cease; (ii) You shall imme-
diately cease and desist from all use of the Products; and (iii) within ten (10)
days after the effective date of termination, You shall deliver to LEI all copies of
the Products and any other materials developed by or belonging to LEI and
provide a written certification from Your duly authorized officer that all such ma-
terials have been returned. Sections 2, 3, 4, 5, 6, 9, 10, and 11 shall survive
the termination of this License.
8. U.S. Government Rights.
Use, duplication, reproduction, release, modifica-
tion, disclosure or transfer of the Products is restricted in accordance with FAR
12.212 and DFARS 227.7202, and by this License. Certain of the Products are
© 1994-2004 by LEI. ALL RIGHTS RESERVED UNDER THE COPYRIGHT
LAWS OF THE UNITED STATES. For purposes of any public disclosure pro-
vision under any federal, state or local law, it is agreed that the Products are a
trade secret and a proprietary commercial product and not subject to disclo-
sure.
9. Government Confidentiality.
If You are or represent an agency, depart-
ment, or other entity of any State government, the United States Government
or any other public entity or funded in whole or in part by the United States
Government, You hereby represent and warrant that the Products shall be pro-
tected from public disclosure and considered exempt from any statute, law,
regulation, or code, including any Sunshine Act, Public Records Act, Freedom
of Information Act, or equivalent, which permits access and/or reproduction or
use of the Products. In the event of breach of any part of this paragraph by
such disclosure, this License shall be considered breached and any and all
right to retain any copies or to use of the Products shall be terminated and con-
sidered immediately null and void. Any copies of the Products held by You
shall immediately be destroyed. If any court of competent jurisdiction considers
this clause void and unenforceable, in whole or in part, for any reason, this Li-
cense shall be considered terminated and null and void, in its entirety, and any
and all copies of the Products shall immediately be destroyed.