Reseller shall secure and maintain during the term of this Agreement, insurance policies from carriers adequately protecting Reseller and the Company against any loss, liability, or expense whatsoever, relating to product liability, worker’s compensation, personal injury, fire, theft, death or property damage. Reseller shall furnish the Company with certificates evidencing such insurance, which certificates shall contain provisions requiring the carriers to give the Company at least thirty (30) days prior written notice of any cancellation or material change in any such policy. [OPTION 2] Insurance: During the term of this Agreement, Company shall procure and maintain at its own expense, insurance, which is satisfactory to [OTHER PARTY], of the following type and in the following amounts: (i) statutory workers’ compensation in accordance with all federal, state and local requirements; (ii) Professional Liability Insurance with a limit of not less than ________ dollars ($___); (iii) Employer’s Liability Insurance with a limit of not less than __________ dollars ($___); and (iv) Comprehensive General Liability Insurance having the broadest form of coverage consistent with the highest standards in the industry, with combined single limits of __________ dollars ($_____) per each occurrence as respects personal injury, including death and property damage. Company will furnish [OTHER PARTY] with certificates of insurance or other appropriate documentation (including evidence of renewal of insurance) evidencing all coverage referenced in this Section and naming [OTHER PARTY] as an additional insured and an additional loss payee. [OPTION 3] Insurance: The Company shall maintain insurance against fire, theft, and damage to the Products in an amount equal to or in excess of this price pursuant to this Agreement. The Company shall also maintain errors and omissions insurance in the amounts of [AMOUNT] per occurrence and [AMOUNT] in the aggregate for the Company’s manufacturing defects. Customer shall maintain insurance against fire, theft and damage to any Customer property held by the Company, including without limitation in-circuit test fixtures, capital equipment, Returned Product and other Customer materials and property in the Company’s possession. Customer shall maintain errors and omissions insurance in the amounts of [AMOUNT] per occurrence and [AMOUNT] in the aggregate for product liability. [OPTION 4] Insurance: Licensee shall, throughout the Term, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in [STATE] and having a Best rating of B+ or better, standard product liability insurance naming Licensor and its officers, directors, employees, agents, and shareholders as additional insured parties. Such policy shall provide protection against all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Licensed Products or any material used in connection therewith or any use thereof. The amount of coverage shall be as specified in Schedule F attached hereto. The policy shall provide for [ ] days’ notice to Licensor from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation, or termination thereof. Licensee agrees to furnish Licensor a certificate of insurance evidencing same within [ ] days after the Effective Date, and in no event shall Licensee manufacture, distribute or sell any Licensed Products prior to receipt by Licensor of such evidence of insurance.]

For disputes outside of the United States, the parties may mutually agree upon binding arbitration to resolve any such international dispute that arises under this Agreement. Arbitration will be initiated with notice which shall state the issues to be resolved. The hearing shall be held at a mutually agreeable location and the arbitration will be conducted in the English language. Each party may be represented by counsel.A judgment on the arbitrator's ruling may be entered in any court having jurisdiction over the parties. The reasonable fees and expenses of the arbitrator shall be borne equally by the parties. Each party shall be responsible for its own costs and expenses in connection with the arbitration. The parties knowingly and voluntarily waive their rights to have such international dispute tried and adjudicated by a judge and jury except as expressly provided herein.

The parties agree that any unauthorized use of the Service or unauthorized disclosure of Confidential Information of either party, or a breach of this Agreement adversely affecting either party’s intellectual property rights would cause irreparable injury to the injured party for which monetary damages would not be an adequate remedy and the injured party shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.

Independent Contractor. It is expressly agreed and understood that during the term of this Agreement, Company’s relationship to Client will be that of an independent contractor and that this Agreement shall for any purpose whatsoever or in any way or manner create any employer-employee relationship. Accordingly, Company shall have sole and exclusive responsibility for the payment of all federal, state and local income taxes, for all employment and disability insurance and for Social Security and other similar taxes with respect to any compensation or benefits provided by Client hereunder. Company shall assume and accept all responsibilities which are imposed on independent contractors by any applicable statute, regulation, rule of law or otherwise. No Agency. Client does not undertake by this Agreement or otherwise to perform any obligation of Company, whether by regulation or contract. In no way is Company to be construed as an agent or to be acting as the agent of Client in any respect. Company is not authorized to bind Client or to incur obligations and liabilities on behalf of Client. Non-exclusive Relationship. Nothing in this Agreement shall be construed as limiting the Company’s marketing or distribution activities or its appointment of other resellers, distributors, sales representatives, sub-resellers, licensees or agents of any kind in any place.

Licensee shall, throughout the Term, obtain and maintain at its own cost and expense from a qualified insurance company licensed to do business in [STATE] and having a [Best] [Moody’s] rating of B+ or better, standard product liability insurance naming Licensor and its officers, directors, employees, agents, and shareholders as additional insured parties. Such policy shall provide protection against all claims, demands, and causes of action arising out of any defects or failure to perform, alleged or otherwise, of the Licensed Products or any material used in connection therewith or any use thereof. The amount of coverage shall be as specified in Schedule [ ] attached hereto. The policy shall provide for [ ] days’ notice to Licensor from the insurer by registered or certified mail, return receipt requested, in the event of any modification, cancellation, or termination thereof. Licensee agrees to furnish Licensor a certificate of insurance evidencing same within [ ] days after the Effective Date, and in no event shall Licensee manufacture, distribute or sell any Licensed Products prior to receipt by Licensor of such evidence of insurance.

Disclaimer of Warranty. [Licensor] makes no warranty, express or implied, to Company as to any claimed or actual infringement by the [Software] of a third party’s patents, copyrights, trademarks, trade secrets and/or other intellectual property rights. Claims. In the event of any such claim or allegation against Company of infringement, Company shall immediately cease use of the [Software] and immediately notify [Licensor] of such claim or action. [Licensor] shall have the sole and exclusive authority to defend and/or settle any such claim or action, and Company agrees it will fully cooperate with [Licensor] in connection therewith. Certain Actions in Response to Infringement. If the use of the Software by Company has become, or in [Licensor’s] sole opinion is likely to become, the subject of any claim of infringement, [Licensor] may at its option terminate this Agreement. Limitation of Indemnification for LICENSOR. [Licensor] shall have no liability or obligation hereunder with respect to any infringement claim by any third party. THIS SECTION ____ STATES [LICENSOR’S] ENTIRE AND EXCLUSIVE LIABILITY AND OBLIGATION, AND COMPANY'S EXCLUSIVE REMEDY, WHETHER STATUTORY, CONTRACTUAL, EXPRESS, IMPLIED OR OTHERWISE, FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT.

General. [ ] agrees to indemnify and hold harmless [ ], and each of them, jointly or severally, against any loss or liability whatsoever, including reasonable attorney’s fees, caused by any action or proceeding before any court or government agency, commission, division or department of any state, federal or local governing body, which is brought by [ ] or its successors-in-interest, if such action or proceeding arises out or is related to any claim, demand or cause of actions released herein. [ ] will indemnify, defend and hold harmless [ ], and each of them, jointly and severally, for any taxes, assessments, penalties or interest payments that they may at any time incur by reason of any demand, proceeding, action or suit brought against them arising out of or in any manner related to local, state or federal taxes allegedly due in connection with the payment set forth above. [OPTION 2] Company agrees to, and will indemnify, defend and hold harmless Customer and its directors, shareholders, officers, agents, employees, successors and assigns from and against any and all claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including attorneys’ fees and expenses) and other liabilities arising from, in connection with or related in any way to, directly or indirectly, (a) its performance with this Agreement (b) any breach or alleged breach of any of the representations and warranties, undertakings or agreements made by it under this Agreement, (c) its activities under this Agreement, including without limitation, any unauthorized use by it or any of its subcontractors of any portion of the Customer Materials or the Product, or (d) any act or omission of its, its directors, officers, agents, employees or subcontractors. Customer will promptly notify Company of any such claim. Company will bear full responsibility for the defense (including any settlements); provided however, that (i) Company will keep Customer informed of, and consult with Customer in connection with the progress of such litigation or settlement; and (ii) Company will not have any right, without Customer’s written consent, to settle any such claim if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgement of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Customer. [OPTION 3] Indemnification of Licensor. Licensee agrees to defend, indemnify and hold Licensor and its officers, directors, agents and employees harmless against all costs, expenses and losses (including reasonable attorneys’ fees and costs) incurred through claims of third parties against Licensor based on the manufacture or sale of the Licensed Products including, but not limited to, actions founded on product liability. Indemnification of Licensee. Licensor agrees to defend, indemnify and hold Licensee and its officers, directors, agents and employees harmless against all costs, expenses and losses (including reasonable attorneys’ fees and costs) incurred through claims of third parties against Licensee based on a breach by Licensor of any representation or warranty made in this Agreement.