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7. Representation:

Each party represents that it has the right to enter into this Agreement and to perform its obligations hereunder.

8. Indemnification:

8.1 Expressly subject to Section 9, IFI shall defend YOU against any proceeding brought by a third party to the extent based on a claim that the IFI IP-

MODULE, as delivered by IFI and as used in accordance with this Agreement, infringes a third party's copyright, trade secret, patent, or any other

intellectual property right ("IP right"), and pay any damages awarded in the proceeding as a result of the claim (or pay any amount agreed to by IFI as

part of a settlement of the claim), provided that IFI shall have no liability hereunder unless YOU notify IFI promptly in writing of any such proceeding or

claim, give IFI sole and complete authority to control the defense and settlement of the proceeding or claim, and provide IFI with any information,

materials, and other assistance requested by IFI.

8.2 In the event of any such claim or proceeding or threat thereof, IFI may (and, in the event any such claim or proceeding results in the issuance of an

injunction by a court of competent jurisdiction prohibiting YOU from using the IFI IP-MODULE, IFI shall), at its option and expense and subject to the

limitations of Paragraph 9, seek a license to permit the continued use of the affected IFI IP-MODULE or use commercially reasonable efforts to replace

or modify the IFI IP-MODULE so that the replacement or modified version is non-infringing or has a reduced likelihood of infringement, provided that the

replacement or modified version has functionality comparable to that of the original. If IFI is unable reasonably to obtain such license or provide such

replacement or modification, IFI may terminate YOUR license and rights with respect to the affected IFI IP-MODULE, in which event YOU shall return to

IFI the affected IFI IP-MODULE, including all copies and portions thereof in any form (including any portions thereof merged into a design or product),

and certify the same to IFI, and IFI shall refund the license fee paid by YOU for the affected IFI IP-MODULE.

8.3 IFI shall have no liability or obligation to YOU hereunder for any infringement or claim based on or resulting from (a) the combination or use of the IFI IP-

MODULE with other products or components; (b) modification of the IFI IP-MODULE by anyone other than IFI, (c) the use of other than the most recent

version of the IFI IP-MODULE if the infringement or claim would have been avoided (or the likelihood thereof reduced) by use of the most recent

version; (d) requirements specified by YOU; (e) use of the IFI IP-MODULE in any way not contemplated under this Agreement; or (f) any use of the IFI

IP-MODULE, to the extent that IFI has indicated in the applicable Specification that third-party licenses 8.3a may be required to use such IFI IP-

MODULE if LICENSEE has not obtained the necessary third-party licenses.

8.4 The provisions of this Paragraph 8 state the entire liability and obligations of IFI, and YOUR sole and exclusive rights and remedies, with respect to any

proceeding or claim relating to infringement of copyright, trade secret, patent, or any other intellectual property right.

LIMITATIONS OF LIABILITY

9.1 In no event shall the aggregate liability of IFI relating to this Agreement or the subject matter hereof under any legal theory (whether in tort, contract or

otherwise), including any liability under Paragraph 8 or for any loss or damages directly or indirectly suffered by YOU relating to the IFI IP-MODULE,

exceed the aggregate amount of the license fees paid by YOU in the previous one (1) year under this Agreement.

9.2 IN NO EVENT SHALL IFI BE LIABLE UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE (a) FOR ANY LOST

PROFITS, LOST REVENUE OR LOST BUSINESS, (b) FOR ANY LOSS OF OR DAMAGES TO OTHER SOFTWARE OR DATA, OR (c) FOR ANY

INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF,

INCLUDING BUT NOT LIMITED TO THE DELIVERY, USE, SUPPORT, OPERATION OR FAILURE OF THE MEGACORE LOGIC IFI IP-MODULE,

EVEN IF IFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY.