even in the event of merger, re-organization, or when a third party purchases all or
substantially all of Licensee’s assets. Subject to the foregoing, this Agreement will be
binding upon and will inure to the benefit of the parties and their respective permitted
successors and assigns.
6. LIMITATIONS OF MIPS’ SUPPORT-RELATED OBLIGATIONS
This Agreement does not entitle Licensee to hard-copy documentation or to support,
training or maintenance of any kind from MIPS, including documentary, technical, or
telephone assistance.
7. TERM AND TERMINATION
(a) This Agreement shall commence on the Effective Date. If Licensee fails to perform
or violates any obligation under this Agreement, then upon thirty (30) days written
notice to Licensee specifying such default (the “Default Notice”), MIPS may terminate
this Agreement without liability, unless the breach specified in the Default Notice has
been cured within the thirty (30) day period. This 30-day period may be extended upon
mutual, written consent between the parties.
(b) Upon the termination of this Agreement due to Licensee’s material breach hereof,
Licensee shall (1) immediately discontinue use of the MIPS Deliverables, (2) promptly
return all MIPS Deliverables to MIPS, (3) destroy all copies of MIPS Deliverables made
by Licensee, and (4) destroy all copies of derivative works of MIPS Deliverables made
by Licensee while in breach of this Agreement. All licenses granted hereunder shall
terminate as of the effective date of termination.
(c) The rights and obligations under this Agreement which by their nature should survive
termination, including but not limited to Sections 3 - 16, will remain in effect after
expiration or termination hereof. Subject to Licensee’s compliance with the surviving
sections of this Agreement identified herein, any sublicenses rightfully granted and
derivative works rightfully developed pursuant to Section 2 shall survive the termination
of this Agreement.
8. DISCLAIMER OF WARRANTIES
THE MIPS DELIVERABLES ARE PROVIDED “AS IS”. MIPS MAKES NO WARRANTIES
WITH REGARD TO ANY OF THE MIPS DELIVERABLES, AND EXPRESSLY
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT OF THIRD PARTY RIGHTS.
9. LIMITATION OF LIABILITY AND REMEDY
(a) Licensee acknowledges the MIPS Deliverables are provided to Licensee only for the
purpose set forth in Section 2. Licensee shall hold harmless and indemnify MIPS from any
and all actual or threatened liabilities, claims or defenses based on the sublicensing, use,
copying, installation, demonstration and/or modification of any of the MIPS Deliverables
by Licensee, any sublicensee of Licensee or any party on their behalf. Licensee shall have
sole responsibility for adequate protection and backup of any data and/or equipment
used with the MIPS Deliverables, and Licensee shall hold harmless and indemnify MIPS
from any and all actual or threatened liabilities, claims and defenses for lost data, re-run
time, inaccurate output, work delays or lost profits resulting from use and/or modification
