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Exhibit B-3
<br />including, without limitation, end -user license agreements for
<br />ARTICLE 7. INDEMNIFICATION the Licensed Software. Comcast and its suppliers shall retain
<br />ownership of the Licensed Software, and no rights are granted
<br />7.1 Comcast's Indemnification Obligations. Comcast
<br />shall indemnify defend, and hold harmless Customer and its
<br />parent company, affiliates, employees, directors, officers, and
<br />agents from and against all claims, demands, actions, causes of
<br />actions, damages, liabilities, losses, and expenses (including
<br />reasonable attorneys' fees) ("Claims") incurred as a result of -
<br />infringement of U.S. patent or copyright relating to the Comcast
<br />Equipment or Comcast Licensed Software hereunder; damage to
<br />tangible personal property or real property, and personal injuries
<br />(including death) arising out of the gross negligence or willful
<br />misconduct of Comcast while working on the Customer Service
<br />Location.
<br />7.2 Customer's Indemnification Obligations. Customer
<br />shall indemnify, defend, and hold harmless Comcast from any
<br />and all Claims arising on account of or in connection with
<br />Customer's use or sharing of the Service provided under the
<br />Agreement, including with respect to: libel, slander,
<br />infringement of copyright, or unauthorized use of trademark,
<br />trade name, or service mark arising out of communications via
<br />the Service; for patent infringement arising from Customer's
<br />combining or connection of CE to use the Service; for damage
<br />arising out of the gross negligence or willful misconduct of
<br />Customer with respect to users of the Service.
<br />7.3 Indemnification Procedures. The Indemnifying
<br />Party agrees to defend the Indemnified Party for any loss,
<br />injury, liability, claim or demand ("Actions") that is the
<br />subject of this Article 7. The Indemnified Party agrees to
<br />notify the Indemnifying Party promptly, in writing, of any
<br />Actions, threatened or actual, and to cooperate in every
<br />reasonable way to facilitate the defense or settlement of such
<br />Actions. The Indemnifying Party shall assume the defense of
<br />any Action with counsel reasonably satisfactory to the
<br />Indemnified Party. The Indemnified Party may employ its
<br />own counsel in any such case, and shall pay such counsel's
<br />fees and expenses. The Indemnifying Party shall have the
<br />right to settle any claim for which indemnification is available;
<br />provided, however, that to the extent that such settlement
<br />requires the Indemnified Party to take or refrain from taking
<br />any action or purports to obligate the Indemnified Party, then
<br />the Indemnifying Party shall not settle such claim without the
<br />prior written consent of the Indemnified Party, which consent
<br />shall not be unreasonably withheld, conditioned or delayed.
<br />ARTICLE 8. SOFTWARE & SERVICES
<br />8.1 License. If and to the extent that Customer requires
<br />the use of Licensed Software in order to use the Service
<br />supplied under any Sales Order, Customer shall have a
<br />personal, nonexclusive, nontransferable, and limited license to
<br />use such Licensed Software in object code only and solely to
<br />the extent necessary to use the applicable Service during the
<br />corresponding Service Term. All Licensed Software provided
<br />to Customer, and each revised version thereof, is licensed (not
<br />sold) to Customer by Comcast only for use in conjunction
<br />with the Service. Customer may not claim title to, or an
<br />ownership interest in, any Licensed Software (or any
<br />derivations or improvements thereto), and Customer shall
<br />execute any documentation reasonably required by Comcast,
<br />to Customer other than a license to use the Licensed Software
<br />under the terns expressly set forth in this Agreement.
<br />8.2 Restrictions. Customer agrees that it shall not: (i)
<br />copy the Licensed Software (or any upgrades thereto or related
<br />written materials) except for emergency back-up purposes or
<br />as permitted by the express written consent of Comcast; (ii)
<br />reverse engineer, decompile, or disassemble the Licensed
<br />Software; (iii) sell, lease, license, or sublicense the Licensed
<br />Software; or (iv) create, write, or develop any derivative
<br />software or any other software program based on the Licensed
<br />Software.
<br />8.3 Updates. Customer acknowledges that the use of
<br />Service may periodically require updates and/or changes to
<br />certain Licensed Software resident in the Comcast Equipment
<br />or CE. If Comcast has agreed to provide updates and changes,
<br />such updates and changes may be performed remotely or on -
<br />site by Comcast, at Comcast's sole option. Customer hereby
<br />consents to, and shall provide free access for, such updates
<br />deemed reasonably necessary by Comcast. If Customer fails to
<br />agree to such updates, Comcast will be excused from the
<br />applicable Service Level Agreement and other performance
<br />credits, and any and all liability and indemnification
<br />obligations regarding the applicable Service.
<br />8.4 Export Law and Regulation. Customer
<br />acknowledges that any products, software, and technical
<br />information (including, but not limited to, services and
<br />training) provided pursuant to the Agreement may be subject
<br />to U.S. export laws and regulations. Customer agrees that it
<br />will not use distribute, transfer, or transmit the products,
<br />software, or technical information (even if incorporated into
<br />other products) except in compliance with U.S. export
<br />regulations. If requested by Comcast, Customer also agrees to
<br />sign written assurances and other export -related documents as
<br />may be required for Comcast to comply with U.S. export
<br />regulations.
<br />8.5 Ownership of Telephone Numbers and Addresses.
<br />Customer acknowledges that use of certain Services does not
<br />give it any ownership or other rights in any telephone number
<br />or Internet/on-line addresses provided, including but not
<br />limited to Internet Protocol ("IP") addresses, e-mail addresses
<br />and web addresses.
<br />8.6 Intellectual Property Rights in the Services. Title
<br />and intellectual property rights to the Services are owned by
<br />Comcast, its agents, suppliers or affiliates or their licensors or
<br />otherwise by the owners of such material. The copying,
<br />redistribution, bundling or publication of the Services, in
<br />whole or in part, without express prior written consent from
<br />Comcast or other owner of such material, is prohibited.
<br />ARTICLE 9. CONFIDENTIAL INFORMATION AND
<br />PRIVACY
<br />9.1 Disclosure and Use. All Confidential Information
<br />disclosed by either Party shall be kept by the receiving party in
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