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NEC 11. INDEMNIFICATION Except as excluded below, NEC will defend and indemnify Customer against any claims or suits against Customer which allege infringement of a United States patent or copyright due to Customer's use of the System, provided that (a) NEC is notified promptly in writing of the suit, (b) Customer gives NEC (or the Equipment or Software manufacturer, as applicable) the sole right to defend and settle any suit, and (c) Customer fully cooperates in the defense when and as requested by NEC. Should Customer's continued use of Equipment or Software be enjoined, NEC will, at its option and expense, either: (d) procure for Customer the right to continue using the affected Equipment or Software, or (e) replace or modify the same so that infringement is eliminated. This indemnity shall not apply to any claims or suits concerning: (f) items manufactured by NEC at Customer's request and according to Customer's production specifications, (g) use of Equipment or Software in a manner or for a purpose not contemplated by this Agreement, (h) equipment or software used by Customer in conjunction with the System, but which was not supplied by NEC, or (i) commercial merchandise available on the open market or its equivalent. 12. RISK OF LOSS; TITLE; INSURANCE Customer assumes the risk of damage or loss to any item of Equipment from the date such item is delivered to the Premises. Until the System Price is paid in full, Customer will maintain adequate insurance against fire, theft or other loss and name NEC as loss payee. Title to Equipment will not pass to Customer until all amounts due NEC under this Agreement, including change orders, are paid in full. 1a. iliCURITY INTiRiiT (a) Cwst9FR9r !:I9rgey ¡¡¡raFlts ts ~JEC a filwFshas9 r:R9F19Y s9swrity iFlter9st iFl BaSR it9r:R sf E~blifm:¡BRt filwrsl'1a&sg BY Cw£t9mer l'1eFel:lFlaeF, all refillas9FReFlts t!:l9Fgef, filFes89as ti'1eFefrem, aRa aaaitieRs aru assessieRs tAerets. TAi& SQSWFity iRt9rest will r8FRaiR iFl fwil Jerse aRg eff@st I:IRtil all ame'Rts Gwe ~JEC WFlGer tRig .'\¡¡¡HileFReRt, iFlelblgiR¡; SRaR¡;e erser£, are ¡¡aiG iR R.ill. (B) IR sraer ts filSÁest tl:le fsrs¡¡¡siR¡;¡ £eGwritj iRter9£t, CbI£temsr a¡;¡ress ts exeswts aeswmeFltatisR rea£8F1aBly rg~bliFea te iJsrfGst the SaFR8, iASlwGiR¡¡¡ a LJCC 1 sr sti'1er fSFr:R, er seR£BRt te tRS iJI:IBlis filiA¡; sf tRi£ J'.¡;reeFRBnt. (e) If CwstsFRsr fails ts ¡¡ay aRY aFRBblRt "'ReR Gble, ~JEC may, iFl aGgitisA te ~JeC's stRer ri¡;Rt£ aRG reFReGi8S blRG8r tl:li£ ^¡¡¡reeFR8At er aiJ.'Ilisaele I a'.'! , exersis8 all ef tl'18 ri!':Rts aGGsrGeG ts a s8swrea fiaRY WAGer tR8 lev: sf tAe a¡¡filrSfiFiate jblri&aistisR(£). (a) CbI£tsmsr a¡¡¡Fee& tl:lat tl:l9 E~blifilFReRt i£ aRa &l:Iall remaiR ¡.:¡er&sRal filrSiJerty, Ret a fixtblre, ,....i'1ats'Jer it& FReas sf attasRmeRt ts t:¡s PFeFRiS9&. 14. CUSTOMER DEFAULT OF CANCELLATION (a) If Customer fails to pay any sum when properly due, cancels this Agreement, or otherwise breaches this Agreement, NEC may, in addition to all other remedies available to it under this Agreement or applicable law do any or all of the following: (a) suspend the installation of the System; (b) require Customer to make the System available for NEC's repossession; (c) render the System inoperable; (d) suspend its warranty obligations, or (e) terminate this Agreement, retain all sums paid and foreclose upon the security interest granted herein in accordance with applicable law, with Customer liable for any deficiency or entitled to receive an excess. (b) In addition, and not by way of limitation, if Customer cancels this Agreement without NEC's written consent, then NEC shall, in addition to all other remedies it may have at law or under this Agreement, recover from Customer restocking cost and all time and material costs incurred by NEC in engineering, shipping, handling, or retrieving the System. Page 5 of 7 -r-" ----r