Limited Liability Company Agreement

　　4.2 limitation. notwithstanding the cross license granted in section 4.1, if the company is restricted in its use of all or part of the company owned ip or any enhancement thereto as a result of the provisions of the llc agreement, the parties agree to negotiate in good faith the terms of the respective uses by each party of such company owned ip or enhancement.

　　5. representations, warranties and limitations.

　　5.1 authority. each party to this agreement hereby represents and warrants that it has the right, and sufficient authority, to enter into this agreement.

　　5.2 disclaimer of performance warranties. the licensed ip is licensed 'as is' and without any warranty of any kind relating to the performance or sufficiency thereof.

　　5.3 proprietary rights warranty and indemnity by fff. fff hereby represents and warrants that it owns (and will continue to own for the duration of this agreement) all right, title and interest in and to the licensed ip and the fff trademarks. fff shall defend any suit or proceeding brought against the company insofar as such suit or proceeding shall be based upon a claim that the use of the licensed ip or the fff trademarks by company in accordance with the terms of this agreement infringes, violates or constitutes a wrongful use of any united states intellectual property right or any canadian or united kingdom trademark right. the company shall notify fff in writing of any such suit or proceeding promptly upon first learning of such suit or proceeding, and shall provide fff, at fff's sole cost, with such assistance and cooperation as fff may reasonably request in the defense thereof. fff shall have sole control over any such suit or proceeding; provided, however, that fff shall not settle any such suit or proceeding on behalf of the company without the company's consent, which shall not be unreasonably withheld. fff shall pay all damages and costs finally awarded against the company (or payable by the company pursuant to a settlement agreement) in connection with any such suit or proceeding. if in fff's opinion any of the licensed ip or fff trademarks is likely to or becomes the subject of a claim for patent, copyright, trade secret or other intellectual property right infringement, fff may, at its option and expense, either procure for the company the right to continue to use such licensed ip or fff trademark or replace or amend the same to eliminate the infringement. if fff is unable, after making all reasonable efforts, to take either such action, fff shall be entitled to terminate the license or the trademark license, as the case may be, with respect to such infringing licensed ip or fff trademark. fff shall have no obligation to defend and shall not be liable for any infringement or claim thereof for any claim based upon (i) the operation or use of the licensed ip with any programs or data not supplied or approved in writing by fff if such infringement would have been avoided by the operation or use of the licensed ip without such programs or data, or (ii) for any claim based upon an enhancement of the licensed ip made by or on behalf of company.