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IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 10. LIMITED LIABILITY OF WAVERIDER COMMUNICATIONS INC. 10.1 To the maYimum extent permitted by applicable law, in no event shall WaveRider, or its suppliers, be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use or inability to use the Product, even if WaveRider has been advised of the possibility of such damages, or for any claim by any other party. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. 1L INFRINGEMENT INDEMNIFICATION 11.1 WaveRider shall indemnify, defend and hold WSP harmless from any and all damages, liabilities, costs and expenses incurred by WSP as a result of any claims, judgments or adjudication against WSP that the Products infringe any U.S. patent or copyright, provided (i) WSP promptly notifies WaveRider in writing of such claim; and (ii) WaveRider is given sole control of the defense of any action on such claim and all negotiations for its settlement and compromise. 11.2 Should the Products, or the operation thereof, become, or in WaveRider's opinion, be likely to become the subject of infringement of a United States patent, trademark or copyright, WSP shall permit WaveRider, at its sole option and expense, either to procure for WSP the right to continue using the Products, to replace or modify the same so that it becomes non-infringing ar to grant WSP credit for such Products as depreciated and accept their return. The depreciation shall be an equal amount per year over a five-year useful life. 11.3 WaveRider shall ha�e no liability to WSP under any provision of this Agreement with respect to any claim of infringement which is based on the combination or utilization of software, equipment or devices not delivered by WaveRider or the use of Products in a manner for which such Products were not designed. 12. SOFTWARE LICENSING/SUBLICENSING 12.1 WaveRider hereby grants, in accordance with its customary and standard licensing terms, a copy of which shall be furnished to the WSP, an exclusive license to distribute and use any software product developed and owned by WaveRider within the territory. WSP hereby accepts the exclusive license and the terms of same, which shall include terms of non-disclosure, protection against infringement and the like, and provisions regarding: a) The right to order and possess quantities of Software. b) The right to sublicense Software directly to End Users. c) The limited right to promote, advertise and market the Software. 90115