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(d) Program to include copyright and trademark notices. <br />Licensee's Developed Software shall include prominent notice to the user that some of the information <br />contained therein is developed from the copyrighted Licensed Materials and is reproduced under written <br />license with ICC using the language listed in Appendix B to this Agreement. Licensee shall obtain ICC' s <br />prior written approval of the content and location within Licensee's Developed Software of such notice. A <br />disclaimer that ICC is not responsible for the performance and the technical accuracy of the software and <br />the software technical support shall be included. Such disclaimer may be included in the same location <br />as the copyright notice. <br />(e) Licensee to obtain ICC approval of Licensee's Developed Software and related materials. <br />Licensee may not allow others to use Licensee's Developed Software until Licensee has received the <br />written approval of ICC as to its faithful reproduction of the content of the Licensed Materials. Such <br />faithful reproduction of the content of the Licensed Materials shall be shown by Licensee to ICC by <br />means of a blackline of the section of source code in Licensee's Developed Software containing the <br />Licensed Materials, marked against the file of each code title provided by ICC to Licensee for <br />incorporation into the Licensee's Developed Software. Any modification, amendment, change or <br />alteration of the Licensed Materials as provided by ICC without ICC' s prior written approval shall be <br />considered a material breach of this Agreement and shall absolve ICC of its indemnity obligations under <br />Paragraph 6 below. <br />(0 ICC may change the content of Licensed Materials. <br />ICC may, with or without notice to Licensee, make such changes to the content of Licensed Materials as <br />it deems desirable. <br />(g) Licensee to update Licensee's Developed Software. <br />Licensee may, from time to time, update Licensee's Developed Software with respect to its operating <br />functions. If Licensee's update(s) modify the Licensed Materials contained in Licensee's Developed <br />Software, such updates are subject to ICC prior written approval as provided in Paragraph 1(e) herein. <br />2. Licensee to market and license Licensee's Developed Software. <br />(a) Licensee to license all users. <br />Licensee may not permit others to use Licensee's Developed Software that incorporates Licensed <br />Materials unless they are a Licensee employee. <br />3. Grant of License. <br />(a) Copyrighted property licensed. <br />ICC hereby grants to Licensee a nonexclusive license to incorporate into Licensee's Developed Software <br />the Licensed Materials specifically for use by the Licensee. Licensee may employ a vendor, contractor, <br />or other service provider ("Vendor") to incorporate the Licensed Materials into Licensee's Developed <br />Software, provided that: (i) Vendor's access to the Licensed Materials, and Licensee's Developed <br />Software that incorporates Licensed Materials, is contractually permitted only to the extent necessary to <br />incorporate the Licensed Materials into Licensee's Developed Software; (ii) Vendor is contractually <br />prohibited from disclosing any portion of the Licensed Materials, or Licensee's Developed Software that <br />Page 2 of 9 <br />