VG » Topics » ARTICLE 13.0 REPRESENTATIONS AND WARRANTIES

This excerpt taken from the VG 10-K filed Mar 17, 2008.

ARTICLE 13.0 REPRESENTATIONS AND WARRANTIES

Each of the Parties to this Settlement Agreement represents and warrants to, and agrees with each other Party hereto, as follows:

 

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13.1 Any license granted in this Agreement does not, and may not be interpreted or construed to include: (1) any warranty or representation as to the validity, enforceability or scope of any patent including any licensed patented or non-patented technology, (2) any warranty or representation that any activity under any technology licensed is or will be free from infringement of others or other intangible rights of third parties, (3) any requirement to file any patent application, secure or maintain any patent or other intellectual property, (4) any obligation to furnish any technical or support information, (5) any license or right by implication or estoppel, or (6) any warranty regarding implementations of any patent including patented or non-patented technology as with respect to merchantability use, or fitness for any particular purpose. IT IS EXPRESSLY UNDERSTOOD THAT THE LICENSES ARE BEING PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES AGAINST INFRINGEMENT.

 

13.2 Each Party has received independent legal advice from its attorneys with respect to the advisability of making the settlement provided for herein, and with respect to the advisability of executing this Agreement.

 

13.3 No Party has made any statement or representation to any other Party regarding any fact relied upon in entering into this Settlement Agreement, and each Party does not rely upon any statement, representation or promise of any other Party in executing this Settlement Agreement, or in making the settlement provided for herein, except as expressly stated in this Settlement Agreement.

 

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13.4 Each Party to this Settlement Agreement has made such independent investigation of the facts pertaining to this settlement and this Settlement Agreement, and of all the matters pertaining to it, as it deems necessary.

 

13.5 Each party or responsible officer or partner thereof has read this Settlement Agreement and understands the contents hereof. Each of the persons executing this Settlement Agreement on behalf of a respective partnership, corporation, joint venture or other entity represents he or she is empowered to do so and thereby binds such entity.

 

13.6 Each Party has not assigned, transferred, or granted, or purported to assign, transfer, or grant, any of the rights, claims, demands, and cause or causes of action disposed of by this Settlement Agreement.

 

13.7 Each Party is aware that it may hereafter discover claims or facts in addition to or different from those it now knows or believes to be true with respect to the matters related herein. Nevertheless, it is the intention of the parties to fully, finally and forever settle and release all such matters, and all claims relating to them, which do now exist or may have existed between them. In furtherance of such intention, the releases given herein shall be and remain in effect as full and complete mutual releases of all such matters notwithstanding the discovery or existence of any additional or different claims or facts relating to them.

 

13.8 Each Party has cooperated in the drafting and preparation of this Settlement Agreement. Hence, in any construction to be made of this Settlement Agreement, the same shall not be construed against any Party.

 

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13.9 To the extent that a dispute arises as to whether a patent should have been identified in Exhibit A, the Parties agree to mediate the dispute in accordance with Section 11.2 of this Agreement.

 

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IN WITNESS WHEREOF, the respective Parties hereto have caused this Settlement Agreement to be executed in several counterparts, each one of which shall be considered as an original, and all of which shall constitute one and the same instrument, by their duly authorized representatives, as of the day and year first written above.

 

VONAGE HOLDINGS CORP.      SPRINT COMMUNICATIONS COMPANY L.P.
By:  

/s/ Sharon O’Leary

     By:  

/s/ Harley Ball

  Authorized Signature        Authorized Signature
Date:   12/28/07      Date:   12/28/2007
Name and Title:   EVP & Chief Legal Officer      Name and Title:   Harley Ball, V.P. Intellectual Property
  (please type or print)        (please type or print)
Address:   23 Main Street      Address:   6450 Sprint Pkway
City, State, Zip:   Holmdel, NJ 07733      City, State, Zip:   Overland Park, KS 66251
VONAGE AMERICA, INC.       
By:  

/s/ Sharon O’Leary

      
  Authorized Signature       
Date:   12/28/07       
Name and Title:   Director       
  (please type or print)       
Address:   23 Main Street       
City, State, Zip:   Holmdel, NJ 07733       
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