Services to the reasonable satisfaction of OneSpan or, in the case of infringement or misappropriation, remedy such matter to OneSpan’s reasonable satisfaction in addition to Consultant’s obligations under Section 8 below, but subject to the limitations of Section 10. OneSpan hereby represents and warrants that it has the authority to enter into this Agreement, that the information it and its Representatives provides to Consultant shall be complete and accurate, and that OneSpan has director and officer insurance that permits the naming of additional insureds and that Consultant has been named an additional insured to each such policy. THE FOREGOING WARRANTIES REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Ownership of Deliverables.
8.1OneSpan is and shall be, the sole and exclusive owner of all right, title, and interest throughout the world in and to all the Deliverables, including all Intellectual Property Rights therein. The Deliverables are hereby deemed a “work made for hire” as defined in 17 U.S.C. § 101 for OneSpan. If, for any reason, any of the Deliverables do not constitute a “work made for hire,” you hereby irrevocably assign to OneSpan, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. To the extent that any of Consultant’s pre-existing materials (identified in Exhibit A) are contained in the Deliverables, Consultant retains ownership of such preexisting materials and hereby grant to OneSpan an irrevocable, worldwide, unlimited, royalty-free license to use, publish, reproduce, display, distribute copies of, and prepare derivative works based upon, such preexisting materials and derivative works thereof. OneSpan may assign, transfer, and sublicense such rights to others without Consultant’s approval.
8.2Except for such pre-existing materials, Consultant has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Deliverables. Consultant has no right or license to use OneSpan’s trademarks, service marks, trade names, trade names, logos, symbols, or brand names.
9.1Subject to Section 10, Consultant agrees to indemnify and defend (at OneSpan’s request) and hold OneSpan and its Representatives harmless from and against any claim, suit, proceeding, or action and pay any liabilities, damages and costs, including reasonable attorney’s fees, arising out of or in connection with (a) intentional misconduct or fraud by Consultant; (b) personal injury or death intentionally caused by Consultant;. including, but not limited to all actions, claims, demands, causes of action, complaints, EEOC or state equivalent charges, and liabilities of any name and nature. The indemnification and hold harmless obligations under this Section 9.1 shall not be limited in any way by limitations on the amount or type of damages, compensation or benefits payable by Consultant or its Representatives under workers’ compensation laws, disability benefits laws or other employee benefit laws.
9.2Excluding intentional misconduct or fraud caused by Consultant, OneSpan agrees to indemnify, defend and hold Consultant and his Representatives harmless from and against any claim, suit, proceeding, or action and pay any liabilities, damages and costs, including reasonable attorney’s fees, arising out of or in connection with (a) Consultant’s performance of, or failure to perform, his obligations under this Agreement, or (b) his actions or inactions, representations, certifications, or representations as interim chief financial officer of OneSpan,
Limitation of Liability.
10.1EXCEPT FOR SECTION 10.2 BELOW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING WHETHER ARISING FROM A PARTY’S NEGLIGENCE REGARDLESS WHETHER SOLE OR CONCURRENT, GROSS OR OTHERWISE.
10.2THE LIMITATION IN SECTION 10.1 ABOVE SHALL NOT APPLY TO ONESPAN’S OBLIGATIONS UNDER SECTION 9.2.
11.1This Agreement shall commence on the Commencement Date set forth in the applicable Exhibit A. Unless otherwise terminated herein, this Agreement shall continue until the Expiration Date set forth in Exhibit A.
11.2This Agreement and any Exhibit may be terminated by either party at any time, upon sending of fifteen (15) days advance written notice to the other party.