- In addition to any other warranties and representations contained in the Contract, Developer shall provide the warranties set forth below with respect to the Software.
- A. Developer warrants that the Software delivered to Licensee will operate in substantial conformity to its functional specifications. Developer shall, at no additional charge to NovelAll correct any material defects and non-conformities in the Software which are reported to Developer by NovelAll in writing, and place or maintain the Software in working order. If Developer, after using its best efforts, is unable to correct any defective or nonconforming Software, NovelAll may terminate the Software license granted hereunder. Upon termination, NovelAll shall uninstall all such Software and return all such Software to Developer.
- B. Developer represents and warrants that it owns all right, title and interest in and to the Software or that it has the right to license the Software, and that it has the right to allow NovelAll to use and publish the Software in accordance with the provisions of this Agreement.
- C. Developer represents and warrants that the Software is not subject to any lien, claim or encumbrance inconsistent with the license rights granted herein and that NovelAll shall be entitled to possess and use the Software during the license term specified herein, without any interruption by Licensor or any party claiming by or through Developer or on any other party’s behalf.
- Infringement Protection
- A. Representation. Developer represents and warrants that the Software including without limitation each component, module, and any unit or part thereof, shall not infringe upon or violate any foreign or domestic patent, copyright, trade secret or other proprietary right of any third party. In the event of a third party claim against NovelAll asserting a patent, copyright, trade secret or other proprietary right violation involving the Software, Developer shall hold harmless, defend or settle the claim, at its expense, and shall indemnify NovelAll against any loss, cost, expense or liability resulting from or arising out of the claim, whether or not the claim is successful.
- B. Indemnity. If the Software becomes the subject of or in NovelAll’s opinion is likely to become the subject of a claim of infringement or violation of a patent, copyright, trade secret or other proprietary right of a third party, upon notice to Developer, Developer shall, at its expense and without diminishing its foregoing obligations, either procure for NovelAll the right to continue using the Software to the fullest extent permitted under this Agreement, or, at its own cost, modify the Software to be non-infringing without adversely affecting the functionality of the original Software.