10.1 The PROVIDER warrants that all intellectual property rights in or related to the Goods and/or Services, including but not limited to patents and other know-how and copyright, both registered and unregistered, owned and/or otherwise used by the PROVIDER, and all goodwill related thereto are, and shall remain at all times, the exclusive property of SMARTMATIC; and COMELEC acknowledges the same, and shall not exploit, reproduce or use the same except as expressly provided in this Contract.

10.2 SMARTMATIC may at any time affix to the Equipment in any manner its trade name, service marks or trademarks. Except as expressly permitted in this Contract, COMELEC shall not have any right, title or interest to use any trademarks, either alone or in conjunction with other words or names or in the goodwill thereof without SMARTMATIC's express written consent in each instance.

10.3 The PROVIDER shall, at its sole cost and expense, indemnify, defend, and hold COMELEC harmless from and against any claim brought by a third party to the extent that such claims arise out of infringements by the Goods of any patent, trade secret, copyright, trademark, proprietary information or other intellectual property rights.

COMELEC shall give prompt and timely notice of such claims to SMARTMATIC.

10.4 The PROVIDER shall protect COMELEC's proprietary information from disclosure with the same degree of care afforded by the PROVIDER to its own confidential information. All obligations and undertakings of the PROVIDER specified herein with respect to COMELEC's proprietary information shall survive the termination of this Contract for whatever reason.

	Article 9	Table of Contents	Article 11

Updated :09.10.09 SMBR