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7. Proprietary Rights. Licensee acknowledges and agrees that: <br />(a) The Licensed Materials remain the sole property of ICC subject to the non-exclusive rights <br />and license granted to Licensee hereunder. In the event Licensee creates any modifications to or <br />translations or derivative works based upon the Licensed Property, such works are and shall be <br />deemed a breach of this Agreement. Notwithstanding the foregoing, such modifications, <br />translations or derivative works shall be the exclusive property of ICC, and Licensee hereby <br />agrees to assign and hereby assigns all of its rights, title and interests in the same and all related <br />intellectual property rights (including all patent, copyright and trade secret rights and rights of <br />attribution or other "moral rights") therein to ICC. <br />(b) Licensee shall promptly transmit to ICC an electronic copy of all such modifications, <br />translations or derivative works prepared by Licensee. Licensee further agrees to cooperate with <br />ICC (at Licensor's expense) as reasonably requested by ICC to perfect and enforce any of the <br />intellectual property rights hereby assigned by Licensee to ICC, including executing confirmatory <br />assignments, giving testimony or similar actions as reasonably requested by ICC; and <br />(c) The Licensed Materials are provided to Licensee on a confidential basis and incorporates <br />trade secrets. <br />8. Miscellaneous provisions. <br />(a) No Warranty. <br />LICENSEE ACKNOWLEDGES AND AGREES THAT THERE ARE NO WARRANTIES, <br />GUARANTEES, CONDITIONS, COVENANTS, OR REPRESENTATIONS BY ICC AS TO THE <br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT OF <br />THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OR OTHER ATTRIBUTES, WHETEHER <br />EXPRESS OR IMPLIED (IN LAW OR IN FACT), ORAL OR WRITTEN, OF THE DATA FILES, <br />LICENSED MATERIALS OR ANY OTHER INFORMATION SUPPLIED OR TO BE SUPPLIED BY <br />ICC, OR OBTAINED BY LICENSEE, UNDER THIS AGREEMENT. ALL SUCH WARRANTIES <br />ARE HEREBY EXPRESSLY DISCLAIMED. THE STATE CODES WHICH MAKE UP A PORTION <br />OF THE LICENSED MATERIALS ARE LICENSED TO LICENSEE ON AN "AS -IS, WITH ALL <br />FAULTS" BASIS. <br />(b) Parties to notify each other of infringements. <br />Each party shall promptly notify the other party of any infringements, imitations, or unauthorized <br />possession, knowledge or use of the Licensed Materials by a party or any third party of which either party <br />becomes aware. <br />(c) Notices. <br />All notices required or permitted by this Agreement shall be in writing and shall be sent by registered or <br />certified mail, return receipt requested, with postage fully prepaid. <br />Notices to ICC shall be addressed as follows: <br />Page 5 of 9 <br />