2. This license includes any revisions and additions to the Copyright Material which, from time to time, may be developed by NALTH, registered under NALTH’s copyright and released by NALTH to the Licensee.
3. The Copyright Owner retains all other title, interest and rights in the Copyright Material, including without limitation, the right to copy, distribute, publish, display or modify the Copyright Material and to transfer, assign or grant license of any such rights.
4. The Licensee may neither transfer nor authorize its right to use the Copyright Material to any other party or entity (including but not limited to any of the Licensee’s affiliates, consultants or management organizations) nor sell nor use the Copyright Material in any manner to generate or receive compensation of any kind.
6. The Copyright Material is provided on an “as-is” basis. If the Licensee identifies any defect in content or format of the Copyright Material, the Licensee shall provide NALTH with written notice of said, alleged defect. The Licensee’s sole and exclusive remedy, in the event of a material defect in the Copyright Material, shall be limited to the correction of said material defect by NALTH. NALTH makes no other warranties, express or implied (including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose).
7. NALTH will not charge the Licensee, as a NALTH Member, for the use of the Copyright Material. In exchange for this consideration, the Licensee agrees to indemnify NALTH and hold NALTH harmless from any claims, suits or damages arising from the Licensee’s use of the Copyright Material. The Licensee recognizes that its agreement to limit NALTH’s liability is a material inducement to NALTH to license the Copyright Material.
8. The Licensee agrees to notify NALTH’s General Counsel immediately if the Licensee is served with a subpoena, court order, administrative process or any other type of legally-enforceable demand for a copy of the Copyright Material.
9. This Agreement has no specific expiration date; however, NALTH retains the right to revoke it at any time.
10. In the event that either party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within sixty (60) days after receipt of written notice thereof, this Agreement shall terminate upon expiration of the sixty (60) day period.
11. The Copyright Material is incorporated herein and made a part hereof for all purposes.
12. The Licensee agrees to destroy all copies of the Copyright Material and to cease using the Copyright Material upon termination of this Agreement.
13. If a Member ceases to be in good standing with NALTH, this Agreement will terminate unless the Member regains its good standing within thirty (30) days.
14. This Agreement constitutes the entire and only agreement between the parties and all other prior negotiations, agreements, representations and understandings are superseded hereby.
15. This Agreement shall be construed and enforced in accordance with the laws of the United States of America and of the Commonwealth of Massachusetts.