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2. Customer becomes insolvent, is unable to pay its debts as they become due, makes an
<br />assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee,
<br />conservator or liquidator of Customer or of all or a substantial part of its assets, petition for relief is
<br />filed by Customer under federal bankruptcy, insolvency or similar laws, or a petition in a
<br />proceeding under any bankruptcy, insolvency or similar law is filed against Customer and is not
<br />dismissed within thirty (30) calendar days thereafter.
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<br /> B. By Contractor. The term "Event of Default", as used in this Agreement, means the
<br />occurrence of any one or more of the following events:
<br /> 1. The discovery by Customer that any statement, representation or warranty made
<br /> by Contractor, legal, financial or otherwise, in this Agreement or in any document ever
<br /> delivered by Contractor pursuant hereto or in connection herewith is false, misleading or
<br /> erroneous in any material respect; or
<br /> 2. Contractor becomes insolvent, is unable to pay its debts as they become due,
<br /> makes an assignment for the benefit of creditors, applies or consents to the appointment of a
<br /> receiver, trustee, conservator or liquidator of Contractor or of all or a substantial part of its
<br /> assets, petition for relief is filed by Contractor under federal bankruptcy, insolvency or similar
<br /> laws, or a petition in a proceeding under any bankruptcy, insolvency or similar laws is filed
<br /> against Contractor and is not dismissed within thirty (30) calendar days thereafter.
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<br />Section 15. REMEDIES.
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<br />Upon the occurrence of an Event of Default, either party may, at its option, exercise any right, remedy,
<br />or privilege which may be available to it under applicable law, including the right to (i) proceed by
<br />appropriate Contractor's action to enforce the terms of this Agreement, or (ii) recover damages for the
<br />breach of this Agreement. In addition, the parties shall remain liable for all covenants and indemnities
<br />under this Agreement.
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<br />Section 16. iNTELLECTUAL PROPERTY.
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<br />No right, title or interest in or license to, any patents, trade secrets, copyrights, trademarks or other
<br />intellectual property of a party is granted or conveyed by either of the Parties to the other. Contractor
<br />agrees to defend, indemnify and hold harmless Customer from and against any claim, suit, demand or
<br />action alleging that the use or sale of the goods or services furnished by Contractor infringes a U.S.
<br />patent or copyright or trademarks or misappropriates any trade secret or violates any other intellectual
<br />property rights of any third party; provided however, that (i) Customer shall give Contractor immediate
<br />written notice of such action and all prior claims relating thereto; (ii) Customer shall fully cooperate
<br />with Contractor in the defense of such action and all negotiations for its settlement or compromise.
<br />If a temporary or final injunction is obtained against Customer's use of the System or any component
<br />thereof by reason of an infringement of a U.S. patent, copyright, trademarks, trade secrets or other
<br />intellectual property rights, Contractor will, at its option and expense, either (i) procure for Customer
<br />the right to continue to use the goods or services; or (ii) replace or modify for Customer the goods or
<br />services so it no longer infringes such patent, copyright, trademarks, trade secret or not materially
<br />impaired and the goods or services continues to conform to the Agreement specifications in all material
<br />respects. Contractor shall have no liability to Customer for any infringement action that is based upon
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