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ETC Ion - Theatre Uwinnipeg

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measures in any relevant jurisdiction; or if you cease doing business in any form<br />

or are no longer able to meet your obligations within the meaning of this EULA.<br />

11. Confidentiality<br />

You shall keep secret and confidential and shall not disclose to any third party<br />

any and all confidential information owned or otherwise possessed by <strong>ETC</strong><br />

including without limitation the Software, the related documents and the contents<br />

of this EULA without prior written approval from <strong>ETC</strong>.<br />

12. Ownership<br />

<strong>ETC</strong> and its licensors shall retain exclusive ownership of all world-wide<br />

intellectual property rights in and to the Software and any copies of the Software.<br />

All rights in and to the Software not expressly granted to User in this EULA are<br />

expressly reserved for <strong>ETC</strong> and its licensors.<br />

13. Warranty for Third Party’s Intellectual Property Rights<br />

You shall indemnify, defend and hold harmless <strong>ETC</strong> and the Supplier (or<br />

Suppliers, as applicable) from and against any and all losses, damages, claims,<br />

liability, costs and expenses (including reasonable attorney fees), suffered or<br />

incurred by <strong>ETC</strong> or the Supplier as a result of any claim by any third party that by<br />

reason of your use or application of any intellectual property right contained in<br />

the Software constitutes an infringement of any third party’s property rights,<br />

including but not limited to, patent and copyright.<br />

14. Destruction of the Software<br />

Upon termination of this EULA, you must destroy the Software, the related<br />

documents and any and all copies thereof within ten (10) days after the date of<br />

termination and submit documents evidencing such destruction to <strong>ETC</strong>.<br />

15. Miscellaneous<br />

A) Complete Agreement: This Agreement is the complete agreement<br />

between the parties with respect to the Software and supersedes any other<br />

communication, written or verbal, with respect to the Software.<br />

B) Severability: The provisions of this EULA are severable; if any term or<br />

provision shall be deemed void or unenforceable by a court of competent jurisdiction,<br />

such declaration shall have no effect on the remaining terms and provisions hereof.<br />

C) Governing Law: This Agreement shall be governed by the laws of the<br />

State of Wisconsin, USA.<br />

MUN 101879-2.009900.0011 4

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