6.4. Required Disclosures. Parent may disclose Confidential Information to the extent necessary to comply with applicable laws or regulations, or with a court or administrative order, provided that Subsidiary receives prompt prior written notice of such disclosure and that Subsidiary takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure.
6.5. Return of Confidential Information. Upon the termination of this Agreement, or any time at the request of Subsidiary, Parent shall return to Subsidiary all originals, copies, and summaries of documents, materials, and other tangible manifestations of Confidential Information in the possession or control of Parent.
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NO REPRESENTATIONS OR WARRANTIES
EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Subsidiary agrees, at its sole cost and expense, to defend, indemnify and hold harmless Parent and its directors, officers, employees and agents (the Indemnified Parties) from and against any losses, costs, damages, fees or expenses (Losses) arising out of any direct or third party liabilities resulting directly or indirectly from Parents performance of Services under this Agreement. Notwithstanding the foregoing, in the event of any such claim against the Indemnified Parties by a governmental or criminal action seeking an injunction against Parent, Parent shall have the right to control the defense, litigation, settlement, appeal or other disposition of the claim at Subsidiarys expense.
EXCEPT WITH RESPECT TO A PARTYS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF TIME, MONEY, PROFITS, DATA, OR GOODWILL, RESULTING FROM OR THROUGH THE EXERCISE OR ATTEMPTED EXERCISE OF ANY RIGHTS GRANTED IN THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.1. Term. Unless otherwise terminated in accordance with the terms of this Agreement or by mutual consent, the term of this Agreement is perpetual.
10.2. Termination. Subsidiary may terminate this Agreement for any or no reason upon thirty (30) days prior written notice to the Parent. Parent may terminate this agreement for any or no reason upon ninety (90) days written notice to the Subsidiary
10.3. Survival. Termination of this Agreement shall not relieve the Parties of any obligation that accrued prior to such termination. Upon termination of this Agreement, the rights and obligations of the Parties under Sections 3 (Ownership of Proprietary Property), 5 (Consideration for Services; Taxes; in each case with respect to Services performed prior to the date of termination), 6 (Confidentiality), 7 (Representations and Warranties), 8 (Exclusion of Damages), 11.3, 11.5, 11.6, 11.7 and 11.11 (Miscellaneous) and this Section 10.3 shall survive.