Product and market schedule: The Product and Market Schedule, attached hereto as




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НазваниеProduct and market schedule: The Product and Market Schedule, attached hereto as
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MARKETING, TRAINING AND SUPPORT. Reseller shall use its best efforts to promote and market the Products. Reseller shall make no false or misleading representations to customers or others regarding KMSI or KMSI Products. Reseller shall not make any representations, warranties or guarantees with respect to the specifications, features or capabilities of the KMSI Products that are not consistent with documentation accompanying the KMSI Products or then-current literature describing the KMSI Products.

  • TRADEMARKS


    The Reseller acknowledges the validity of trade names and trademarks of KMSI (“Trademarks”) and that it shall NOT, as a result of this Agreement, have any right to or interest in any trade names or trademarks owned, used, or claimed now or in the future by KMSI. Notwithstanding the foregoing, Reseller shall have the right to use relevant Trademarks solely in conjunction with the authorized sale of the Products, either alone or in a Bundle, subject to KMSI’s prior written approval for each particular use, which approval shall not be unreasonably withheld. Any rights, benefits, or associated goodwill accrued from using the Trademarks accrue to the sole benefit of KMSI. The Reseller shall comply with any usage guidelines that may be provided to the Reseller by KMSI. Reseller shall not adopt, use (except as provided in this Section 4), or register, whether as a corporate name, trademark, service mark or other indication of origin, any of the Trademarks, or any word or mark confusingly similar to the Trademarks in any jurisdiction.
    1. PROVISION OF PRODUCTS

      1. SEPARATE TRANSACTION: Each Reseller order for the Products under this Agreement shall be deemed a separate transaction and each provision of the Products by KMSI will constitute a separate sale, obligating the Reseller to pay therefore, whether such provision of Products be in whole or only in partial fulfillment of such order.

      2. PROVISION AFTER EXPIRATION: KMSI’s provision of any Products after the termination or expiration of this Agreement will not be construed as a renewal or extension of this Agreement nor as a waiver of termination or expiration of this Agreement. Any such provision of Products shall be deemed an accommodation only.

      3. ORDER CANCELLATION: KMSI may, in its sole discretion, cancel any Reseller orders previously accepted by KMSI or delay the provision of any of the Products covered thereby if the Reseller defaults in any of its obligations under this Agreement or if KMSI reasonably believes that the Reseller may do so for or with respect to any past or pending Reseller order.

    2. REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF
      WARRANTIES; indemnification

      1. RESELLER: Reseller represents and warrants to KMSI that (i) it has the right and power to enter into and fully perform the obligations it has undertaken in this Agreement; (ii) it is not under any obligations, contractual or otherwise, to any other entity that might conflict, interfere, or be inconsistent with any of the provisions of this Agreement; and (iii) it shall comply with all foreign, federal, state and local laws, rules and regulations necessary for it to perform its obligations under this Agreement.

      2. DISCLAIMER OF WARRANTIES


    KMSI MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY PRODUCTS, SERVICES OR SUPPORT, INCLUDING THEIR CONDITION, THEIR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND KMSI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NONINFRINGEMENT.
      1. INTELLECTUAL PROPERTY INDEMNIFICATION:

        1. KMSI’S INDEMNITY OF THE RESELLER: KMSI agrees to defend, hold harmless and indemnify the Reseller from and against any and all liabilities, damages and actions arising out of any claim that the Products infringe any U.S. patent, trademark or copyright of third parties; provided that Reseller must provide to KMSI (i) prompt written notice of any such claim, (ii) sole control and authority to defend or settle any such claim, and (iii) cooperation and assistance with respect to defending or settling any such claim. Such indemnity, however, is specifically exclusive of any such claims which arise or result from the use or misuse of Products; alteration of the Products as furnished by KMSI; use of the Products in combination with apparatus or products or software not delivered or furnished by KMSI; use of the Products furnished by KMSI in the manner for which the same were neither designed nor contemplated; or a patent, trademark or copyright in which the Reseller or an affiliate or subsidiary of the Reseller has any direct or indirect interest by license or otherwise. This indemnification and hold harmless provision shall extend only to damages and costs assessed against the Reseller embodied in a final judgment by a court of competent jurisdiction holding that such Products constitute a patent, trademark or copyright infringement or damages and costs incurred by the Reseller as a result of a settlement entered into with the prior written consent of KMSI. KMSI shall not be responsible for any loss of profits or the Reseller’s incidental or consequential damages or losses.

        2. THE RESELLER’S INDEMNITY OF KMSI: In the event that the Reseller bundles or sells a product along with KMSI’s Product, the Reseller agrees to defend, hold harmless and indemnify KMSI from and against any and all liabilities, damages and actions arising out of any claim that the software or other products of the Reseller bundled with or sold in conjunction with the Products or in connection with this Agreement (“Reseller Goods”) infringe any patent, trademark or copyright of third parties. Such indemnity, however, is specifically exclusive of any such claims which arise or result from the misuse of Reseller Goods; alteration of the Reseller Goods as furnished by the Reseller, use of the Reseller Goods in combination with apparatus and software not delivered or furnished by the Reseller other than the Products; or use of the Reseller Goods furnished by the Reseller in the manner for which the same were neither designed nor contemplated. This indemnification and hold harmless provision shall extend only to damages and costs assessed against KMSI embodied in a final judgment by a court of competent jurisdiction holding that such Reseller Goods constitute a patent, trademark or copyright infringement or damages and costs incurred by KMSI as a result of a settlement entered into with the prior written consent of the Reseller.

        3. The Reseller will be promptly notified by KMSI of any suit or threat of suit as to which the Reseller may have obligations under the above provisions and be given reasonable opportunity to defend the same. KMSI shall reasonably cooperate (at the expense of Reseller) with the Reseller with regard to the defense of any suit or threatened suit and the Reseller shall have authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any judgment that may be entered.

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