Common use of Indemnification and Limitation of Liability Clause in Contracts

Indemnification and Limitation of Liability. Licensee agrees to indemnify and hold Licensor harmless from and against all loss, cost, expense or liability (including reasonable attorney’s fees) arising out of a claim by a third party against Licensor based upon Licensee’s use of the Software. Licensee agrees to indemnify and hold Licensor harmless from any loss or damages to Licensor related to, or associated with Licensee’s customizations, updates and/or corrections to the Software. Licensee agrees to indemnify and hold Licensee harmless, and defend at its expense, any action brought against Nationwide, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns (“Nationwide Indemnified Parties”) to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights of any third parties. Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software and relies on its own judgment in utilizing it. Licensor warrants that the use of the initially provided Software will not infringe any patent, copyright, or trademark in the United States or elsewhere, and Licensor shall indemnify and hold Licensee harmless against any and all losses, damages and expenses, (including attorney’s fees and other costs of defending any infringement action) which Licensee may sustain or incur as a result of a breach of this warranty. Obligations set forth herein are contingent upon the other party: a) Providing the indemnifying party with prompt written notice of any action brought against the other party; and b) The other party cooperating with the indemnifying party in the defense of any such action, and allowing the indemnifying party to control the defense and settlement of any such action at its expense; Licensor shall have no obligation to defend any action or indemnify Licensee from damage if: (i) Licensee, in providing customizations, updates and/or corrections to the Software, infringes upon the intellectual property of any third party. (ii) Licensee is not using the most current version of the Software and the action would have been avoided without such combined use. (iii) Licensee has modified the Software in combination with other Software and the action would have been avoided without such combined use. (iv) Licensee is using the Software in combination with other Software and the action would have been avoided without such combined use

Indemnification and Limitation of Liability. Licensee agrees to 9.1 Intellon shall defend, indemnify and hold Licensor harmless from and against all loss, cost, expense or liability (including reasonable attorney’s fees) arising out of a claim by a third party against Licensor based upon Licensee’s use of the Software. Licensee agrees to indemnify and hold Licensor Intel harmless from any loss costs, expenses losses, damages or damages to Licensor related to, liability incurred because of actual or associated with Licensee’s customizations, updates and/or corrections to the Software. Licensee agrees to indemnify and hold Licensee harmless, and defend at its expense, any action brought against Nationwide, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns (“Nationwide Indemnified Parties”) to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights alleged infringement of any third parties. Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software and relies on its own judgment in utilizing it. Licensor warrants that the use of the initially provided Software will not infringe any patent, copyright, trade secret, trademark, mask work, or trademark other proprietary right arising in any way from any claim made or threatened against Intel arising directly from the United States or elsewhereIntellon HomePlug AV Design; provided, and Licensor however, that Intellon shall have no such obligation to defend, indemnify and hold Licensee Intel harmless against to the extent that any and such actual or alleged infringement is caused by Intellon’s incorporation in the Intellon HomePlug AV Design of all lossesor any portion of (i) any HomePlug IA or Consensus Alternative IA specification; or (ii) any Third Party IP identified in Schedule A-1 of Exhibit A. Intellon shall also have no obligation to defend, damages and expensesindemnify or hold Intel harmless for any actual or alleged infringement of any Patent Rights if Intellon did not have actual knowledge of such actual or alleged infringement at the time it delivered the Intellon HomePlug AV Design to Intel. For purposes of this Section 9.1, (including attorney’s fees and other costs “actual knowledge” means a written communication received by an executive officer of defending any infringement action) which Licensee may sustain Intellon from or incur as a result on behalf of a breach third party alleging infringement of this warranty. Obligations set forth herein are contingent such third party’s Patent Rights and does not include constructive knowledge based upon the other party: a) Providing the indemnifying party with prompt written patent and trademark records or constructive notice of any action brought against the other party; and b) The other party cooperating with the indemnifying party in the defense patents. Intel shall promptly notify Intellon of any such action, claims or demands and allowing Intellon shall have the indemnifying party right to control the defense and or settlement thereof of any such action claims; provided, however, that (x) Intellon shall permit Intel to participate in the defense or settlement thereof at its expenseIntel’s option and cost; Licensor and (y) Intellon shall have no obligation to defend not enter into any settlement that requires an affirmative obligation, action or ongoing liability or otherwise detrimentally impacts Intel without Intel’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. 9.2 If the Intellon HomePlug AV Design, or any portion of the Intellon HomePlug AV Design, is found to infringe the rights of any third party and its use is enjoined because of actual or alleged infringement of any patent, copyright, trade secret, trademark, mask work, or other proprietary right for which Intellon is obligated to defend, indemnify Licensee and hold Intel harmless from damage if:pursuant to Section 9.1, Intellon will, at Intellon’s option and expense either (a) procure for Intel a license or right to continue to use the Intellon HomePiug AV Design or the applicable portion of the Intellon HomePlug AV Design; (b) replace the Intellon HomePlug AV Design or applicable portion with a non-infringing Intellon HomePlug AV Design or portion; or (c) modify the Intellon HomePlug AV Design or infringing portion to become non-infringing. (i) Licensee, in providing customizations, updates and/or corrections to 9.3 The foregoing states the Software, infringes upon the entire set of obligations and remedies flowing between Intel and Intellon arising from any intellectual property of any claim by a third party. 9.4 EACH PARTY’S SOLE LIABILITY HEREUNDER SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST REVENUES OR LOSS OF BUSINESS ADVANTAGE OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE AGREEMENT, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT WITH RESPECT TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS OR ROYALTY PAYMENT OBLIGATIONS OR SECTION 2.7, FOR WHICH THERE SHALL BE NO CAP ON LIABILITY; AND (ii) Licensee is not using the most current version of the Software and the action would have been avoided without such combined useINDEMNITY OBLIGATIONS, FOR WHICH THE CAP ON LIABILITY SHALL BE THREE MILLION U.S. DOLLARS ($3,000,000), IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT EXCEED ONE MILLION U.S. DOLLARS ($1,000,000). (iii) Licensee has modified the Software in combination with other Software and the action would have been avoided without such combined use. (iv) Licensee is using the Software in combination with other Software and the action would have been avoided without such combined use

Indemnification and Limitation of Liability. Licensee agrees to indemnify and hold Licensor harmless from and against all lossIn no event shall the utility or the implementing contractor have any liability for claims of any kind, costwhether based on contract, expense or liability tort (including reasonable attorney’s fees) arising out of a claim by a third party against Licensor based upon Licensee’s use of the Software. Licensee agrees to indemnify negligence and hold Licensor harmless from strict liability), or otherwise, for any loss or damages damage sustained or incurred by any third party relating to Licensor related tothis Agreement or the performance of services or participation by the participating contractor in the Energy Efficiency programs. The participating contractor hereby releases and discharges the utility and the implementing contractor from all liability for such claims. The participating contractor shall, or associated with Licensee’s customizations, updates and/or corrections to the Software. Licensee agrees fullest extent permitted by law, assume all liability for and agree to indemnify indemnify, defend (at utility’s option) and hold Licensee harmlessharmless the utility and the implementing contractor and their respective affiliates, and defend at its expense, any action brought against Nationwide, its officers, directors, employees, shareholders, legal representatives, agents, successors servants, employees and assigns (“Nationwide Indemnified Parties”) to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights of any third parties. Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software representatives from and relies on its own judgment in utilizing it. Licensor warrants that the use of the initially provided Software will not infringe any patent, copyright, or trademark in the United States or elsewhere, and Licensor shall indemnify and hold Licensee harmless against any and all liabilities, losses, damages and expensesclaims, damages, suit charges, costs, expenses (including attorney’s fees and costs) demands and causes of actions of every kind or character arising or alleged to have arisen out of any claims (just or unjust) for damages for personal injury, including death to any employee or person, for damage or injury to property and from any and all resulting damages, expenses, costs and fees, arising out of or in any way occurring incident to the performance of the agreement and/or the acts or omissions of the participating contractor, its employees and/or subcontractors. Additionally, the participating contractor agrees to assume all liabilities or attorney’s fees and other costs incurred by the utility arising out of defending the utility’s efforts to enforce the provisions of this section. Where used in this Section, the term “Participating Contractor” shall also include any infringement action) which Licensee may sustain subcontractor, or incur as a result any person, firm or entity directly or indirectly employed by or under contract with either participating Contractor or subcontractor or supplier to Contractor. The indemnification obligations of the participating contractor provided for herein shall apply irrespective of any partial or contributed negligence or alleged partial or contributed negligence of the utility and or implementing contractor, except to the extent, if any, that the provisions of Section 5-322.1 of the New York General Obligations Law requires otherwise. The participating contractor shall nevertheless remain liable hereunder on account of the negligence of a breach party other than the utility and/or implementing contractor whether or not the utility is partially negligent. The indemnification obligations of this warranty. Obligations set forth participating Contractor provided for herein are contingent upon shall in all events survive performance of the other party: a) Providing obligations of Contractor under the indemnifying party with prompt written notice of any action brought against the other party; and b) The other party cooperating with the indemnifying party in the defense of any such action, Agreement and allowing the indemnifying party to control the defense and settlement of any such action at its expense; Licensor shall have no obligation to defend any action or indemnify Licensee from damage if: (i) Licensee, in providing customizations, updates and/or corrections to the Software, infringes upon the intellectual property of any third party. (ii) Licensee is not using the most current version survive termination of the Software and the action would have been avoided without such combined useAgreement for any reason. (iii) Licensee has modified the Software in combination with other Software and the action would have been avoided without such combined use. (iv) Licensee is using the Software in combination with other Software and the action would have been avoided without such combined use

Indemnification and Limitation of Liability. Licensee agrees (a) Apple shall have no product liability for any eBook. Publisher shall be solely responsible for any and all product warranties. (b) Publisher shall be solely responsible for, and Apple shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, Publisher Materials and/or use by any end-user, including, but not limited to: (i) claims of breach of warranty; (ii) product liability claims; and (iii) claims that any of the Publisher Materials and/or the end-user’s possession or use of those materials infringes the copyright or other intellectual property rights of any third party. (c) In the event that Apple receives any notice or claim from any end-user arising from a product liability issue for Publisher Content, Apple may refund the end- user the full amount of the price paid by the end-user. In the event that Apple refunds any such price to an end-user, Publisher shall reimburse, or grant Apple a credit for, an amount equal to the price for that eBook. Apple will nonetheless have the right to retain its earned commission on the eBook, notwithstanding the refund of the price to the end-user. (d) Apple will indemnify and hold Licensor harmless harmless, and upon Publisher’s request, defend, Publisher and its affiliates (and their respective directors, officers and employees) from and against any and all losslosses, costliabilities, expense or liability damages, costs and expenses (including reasonable attorney’s feesattorneys' fees and costs) arising out of a claim by a third party against Licensor based upon Licensee’s use by reason of a breach of any warranty, representation, covenant or obligation of Apple under this Agreement; or any claim that the technology used by Apple in its appointment infringes the intellectual property rights of another party. Publisher shall promptly notify Apple of any such claim, and Apple may assume control of the Softwaredefense or settlement of such claim. Licensee agrees to indemnify and hold Licensor harmless from any loss or damages to Licensor related toPublisher shall have the right, or associated with Licensee’s customizations, updates and/or corrections to the Software. Licensee agrees to indemnify and hold Licensee harmless, and defend at its expense, any action brought against Nationwide, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns to participate in the defense thereof under Apple’s direction. (“Nationwide Indemnified Parties”e) to To the extent that it is based on a claim that the customizationspermitted by applicable law, updates and/or corrections developed by Licensee infringe any intellectual property rights of any third parties. Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software and relies on its own judgment in utilizing it. Licensor warrants that the use of the initially provided Software Publisher will not infringe any patent, copyright, or trademark in the United States or elsewhere, and Licensor shall indemnify and hold Licensee harmless harmless, and upon Apple’s request, defend, Apple and its affiliates (and their respective directors, officers and employees) from and against any and all losses, damages liabilities, damages, costs and expenses, expenses (including attorney’s reasonable attorneys' fees and other costs costs) arising out of defending any infringement action) which Licensee may sustain or incur as a result claim by a third party by reason of a breach of any warranty, representation, covenant or obligation of Publisher under this warrantyAgreement; or any claim that Publisher Materials infringe the intellectual property rights of another party. Obligations set forth herein are contingent upon the other party: a) Providing the indemnifying party with prompt written notice Apple shall promptly notify Publisher of any action brought against such claim, and Publisher may assume control of the other party; and b) The other party cooperating defense or settlement of such claim, provided that Publisher shall not take any position adverse to Apple's interests, and shall meaningfully consult with Apple, with respect to such defense or settlement. Apple shall have the indemnifying party right, at its expense and with its chosen counsel, to participate in the defense of any such actionclaim and/or, and allowing the indemnifying party at its discretion, to control the defense and settlement of settle any such action claim at its expense; Licensor shall have no obligation to defend any action or indemnify Licensee from damage if: (i) Licensee, in providing customizations, updates and/or corrections to the Software, infringes upon the intellectual property of any third party. (iif) Licensee is not using the most current version of the Software and the action would have been avoided without such combined useEXCEPT PURSUANT TO AN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SUCH AS LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. (iiig) Licensee has modified the Software in combination with other Software and the action would have been avoided without such combined useNO WARRANTY OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ONLINE STORE OR ANY ELEMENTS THEREOF IS GIVEN TO, OR SHOULD BE ASSUMED BY, PUBLISHER, AND ANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED. (iv) Licensee is using the Software in combination with other Software and the action would have been avoided without such combined use

Indemnification and Limitation of Liability. Licensee agrees to indemnify (a) Apple will indemnify, defend and hold Licensor harmless Audible and its affiliates (and their respective directors, officers and employees) from and against any and all losslosses, costliabilities, expense damages, costs or liability expenses (including reasonable attorney’s attorneys fees) arising out of a claim by a third party against Licensor based upon Licensee’s by reason of: (i) any use by Apple of the SoftwareAudible Content, eContent or Cover Art in breach of this Agreement; or (ii) a breach of any warranty, representation, covenant or obligation of Apple under this Agreement. Licensee agrees Apple will reimburse Audible and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnify and hold Licensor harmless from indemnification under this Section 16, provided that Audible obtains Apple’s written consent prior to making such payments, such consent not to be unreasonably withheld. Audible shall notify Apple of any loss or damages to Licensor related to, or associated with Licensee’s customizations, updates and/or corrections to the Software. Licensee agrees to indemnify and hold Licensee harmlesssuch claim, and defend Apple may assume control of the defense of such claim. Audible shall have the right, at its expense, any action brought against Nationwideto participate in the defense thereof under Apple’s direction. (b) Audible will indemnify, defend and hold harmless Apple and its officers, affiliates (and their respective directors, officers and employees, shareholders, legal representatives, agents, successors ) from and assigns (“Nationwide Indemnified Parties”) to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights of any third parties. Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software and relies on its own judgment in utilizing it. Licensor warrants that the use of the initially provided Software will not infringe any patent, copyright, or trademark in the United States or elsewhere, and Licensor shall indemnify and hold Licensee harmless against any and all losses, damages and expensesliabilities, damages, costs or expenses (including attorney’s fees and other costs reasonable attorneys fees) arising out of defending any infringement actiona claim by a third party because of: (i) which Licensee may sustain or incur as a result of a breach of any warranty, representation, covenant or obligation of Audible under this warrantyAgreement; and (ii) any claim that Audible Content, Cover Art or any meta data authorized by Audible hereunder infringes the intellectual property rights of another party. Obligations set forth herein are contingent upon the other party: a) Providing the indemnifying party with prompt written notice Audible will reimburse Apple and its affiliates on demand for any actual payments made in resolution of any action brought against liability or claim that is subject to indemnification under this Section 16, provided that Apple obtains Audible’s written consent prior to making such payments, such consent not to be unreasonably withheld. Apple shall notify Audible of any such claim, and Audible may assume control of the other party; and b) The other party cooperating with defense of such claim, and Apple shall have the indemnifying party right, at its expense, to participate in the defense of any such action, thereof under Audible’s direction. ***Confidential information has been omitted and allowing filed separately with the indemnifying party Securities and Exchange Commission pursuant to control the defense and settlement of any such action at its expense; Licensor shall have no obligation to defend any action or indemnify Licensee from damage if: (i) Licensee, in providing customizations, updates and/or corrections to the Software, infringes upon the intellectual property of any third partya confidential treatment request. (iic) Licensee is not using the most current version of the Software and the action would have been avoided without such combined useEXCEPT PURSUANT TO AN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. (iii) Licensee has modified the Software in combination with other Software and the action would have been avoided without such combined use. (iv) Licensee is using the Software in combination with other Software and the action would have been avoided without such combined use

Indemnification and Limitation of Liability. Licensee agrees to 9.1 Intellon shall defend, indemnify and hold Licensor harmless from and against all loss, cost, expense or liability (including reasonable attorney’s fees) arising out of a claim by a third party against Licensor based upon Licensee’s use of the Software. Licensee agrees to indemnify and hold Licensor Intel harmless from any loss costs, expenses losses, damages or damages to Licensor related to, liability incurred because of actual or associated with Licensee’s customizations, updates and/or corrections to the Software. Licensee agrees to indemnify and hold Licensee harmless, and defend at its expense, any action brought against Nationwide, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns (“Nationwide Indemnified Parties”) to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights alleged infringement of any third parties. Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software and relies on its own judgment in utilizing it. Licensor warrants that the use of the initially provided Software will not infringe any patent, copyright, trade secret, trademark, mask work, or trademark other proprietary right arising in any way from any claim made or threatened against Intel arising directly from the United States or elsewhereIntellon HomePlug AV Design; provided, and Licensor however, that Intellon shall have no such obligation to defend, indemnify and hold Licensee Intel harmless against to the extent that any and such actual or alleged infringement is caused by Intellon’s incorporation in the Intellon HomePlug AV Design of all lossesor any portion of (i) any HomePlug IA or [*****] specification; or (ii) any [*****] identified in Schedule A-1 of Exhibit A. Intellon shall also have no obligation to defend, damages and expensesindemnify or hold Intel harmless for any actual or alleged infringement of any Patent Rights if Intellon did not have actual knowledge of such actual or alleged infringement at the time it delivered the Intellon HomePlug AV Design to Intel. For purposes of this Section 9.1, (including attorney’s fees and other costs “actual knowledge” means a written communication received by an executive officer of defending any infringement action) which Licensee may sustain Intellon from or incur as a result on behalf of a breach third party alleging infringement of this warranty. Obligations set forth herein are contingent such third party’s Patent Rights and does not include constructive knowledge based upon the other party: a) Providing the indemnifying party with prompt written patent and trademark records or constructive notice of any action brought against the other party; and b) The other party cooperating with the indemnifying party in the defense patents. Intel shall promptly notify Intellon of any such action, claims or demands and allowing Intellon shall have the indemnifying party right to control the defense and or settlement thereof of any such action claims; provided, however, that (x) Intellon shall permit Intel to participate in the defense or settlement thereof at its expenseIntel’s option and cost; Licensor and (y) Intellon shall have no obligation to defend not enter into any settlement that requires an affirmative obligation, action or ongoing liability or otherwise detrimentally impacts Intel without Intel’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. 9.2 If the Intellon HomePlug AV Design, or any portion of the Intellon HomePlug AV Design, is found to infringe the rights of any third party and its use is enjoined because of actual or alleged infringement of any patent, copyright, trade secret, trademark, mask work, or other proprietary right for which Intellon is obligated to defend, indemnify Licensee and hold Intel harmless from damage if:pursuant to Section 9.1, Intellon will, at Intellon’s option and expense either (a) procure for Intel a license or right to continue to use the Intellon HomePiug AV Design or the applicable portion of the Intellon HomePlug AV Design; (b) replace the Intellon HomePlug AV Design or applicable portion with a non-infringing Intellon HomePlug AV Design or portion; or (c) modify the Intellon HomePlug AV Design or infringing portion to become non-infringing. (i) Licensee, in providing customizations, updates and/or corrections to 9.3 The foregoing states the Software, infringes upon the entire set of obligations and remedies flowing between Intel and Intellon arising from any intellectual property of any claim by a third party. 9.4 EACH PARTY’S SOLE LIABILITY HEREUNDER SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOST REVENUES OR LOSS OF BUSINESS ADVANTAGE OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE AGREEMENT, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT WITH RESPECT TO (i) BREACHES OF CONFIDENTIALITY OBLIGATIONS OR ROYALTY PAYMENT OBLIGATIONS OR SECTION 2.7, FOR WHICH THERE SHALL BE NO CAP ON LIABILITY; AND (ii) Licensee is not using the most current version of the Software and the action would have been avoided without such combined useINDEMNITY OBLIGATIONS, FOR WHICH THE CAP ON LIABILITY SHALL BE THREE MILLION U.S. DOLLARS ($3,000,000), IN NO EVENT SHALL EITHER PARTY’S LIABILITY UNDER THIS AGREEMENT EXCEED ONE MILLION U.S. DOLLARS ($1,000,000). (iii) Licensee has modified the Software in combination with other Software and the action would have been avoided without such combined use. (iv) Licensee is using the Software in combination with other Software and the action would have been avoided without such combined use

Indemnification and Limitation of Liability. Licensee agrees to indemnify and hold Licensor harmless from and against all lossIn no event shall the Utility or the implementing contractor have any liability for claims of any kind, costwhether based on contract, expense or liability tort (including reasonable attorney’s fees) arising out of a claim by a third party against Licensor based upon Licensee’s use of the Software. Licensee agrees to indemnify negligence and hold Licensor harmless from strict liability), or otherwise, for any loss or damages damage sustained or incurred by any third party relating to Licensor related tothis Agreement or the performance of services or participation by the participating contractor in the Residential Home Retrofit - HVAC Subprogram. The participating contractor hereby releases and discharges the Utility and the implementing contractor from all liability for such claims. The participating contractor shall, or associated with Licensee’s customizations, updates and/or corrections to the Software. Licensee agrees fullest extent permitted by law, assume all liability for and agree to indemnify indemnify, defend (at Utility’s option) and hold Licensee harmlessharmless the Utility and the implementing contractor and their respective affiliates, and defend at its expense, any action brought against Nationwide, its officers, directors, employees, shareholders, legal representatives, agents, successors servants, employees and assigns (“Nationwide Indemnified Parties”) to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights of any third parties. Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software representatives from and relies on its own judgment in utilizing it. Licensor warrants that the use of the initially provided Software will not infringe any patent, copyright, or trademark in the United States or elsewhere, and Licensor shall indemnify and hold Licensee harmless against any and all liabilities, losses, damages and expensesclaims, damages, suit charges, costs, expenses (including attorney’s fees and costs) demands and causes of actions of every kind or character arising or alleged to have arisen out of any claims (just or unjust) for damages for personal injury including death to any employee or person, for damage or injury to property and from any and all resulting damages, expenses, costs and fees, arising out of or in any way occurring incident to the performance of the Agreement and/or the acts or omissions of the participating contractor, its employees and/or subcontractors. Additionally, the participating contractor agrees to assume all liabilities or attorney’s fees and other costs incurred by the Utility arising out of defending the Utility’s efforts to enforce the provisions of this section. Where used in this section, the term “participating contractor” shall also include any infringement action) which Licensee may sustain subcontractor or incur as a result any person, firm or entity directly or indirectly employed by or under contract with either participating contractor, subcontractor, or supplier to contractor. The indemnification obligations of the participating contractor provided for herein shall apply irrespective of any partial or contributed negligence or alleged partial or contributed negligence of the Utility and or implementing contractor, except to the extent, if any, that the provisions of the Maryland General Obligations Law requires otherwise. The participating contractor shall nevertheless remain liable hereunder on account of the negligence of a breach party other than the Utility and/or implementing contractor whether or not the Utility is partially negligent. The indemnification obligations of this warranty. Obligations set forth the participating contractor provided for herein are contingent upon shall in all events survive performance of the other party: a) Providing the indemnifying party with prompt written notice of any action brought against the other party; and b) The other party cooperating with the indemnifying party in the defense of any such action, and allowing the indemnifying party to control the defense and settlement of any such action at its expense; Licensor shall have no obligation to defend any action or indemnify Licensee from damage if: (i) Licensee, in providing customizations, updates and/or corrections to the Software, infringes upon the intellectual property of any third party. (ii) Licensee is not using the most current version obligations of the Software participating contractor under the Agreement and shall survive termination of the action would have been avoided without such combined useAgreement for any reason. (iii) Licensee has modified the Software in combination with other Software and the action would have been avoided without such combined use. (iv) Licensee is using the Software in combination with other Software and the action would have been avoided without such combined use

Indemnification and Limitation of Liability. 11.1 The Licensor will defend at its own expense and indemnify the Licensee agrees against direct costs and damages finally imposed by a court of law and incurred by the Licensee in excess of any sums the Licensee is entitled to indemnify and hold Licensor harmless from and against all lossreceive under any insurance policy, cost, expense or liability (including reasonable attorney’s fees) arising out of a any claim or action brought against the Licensee by a third party to the extent that such action is based on a claim or allegation that the Mixed-Use Software or the permitted use thereof by the Licensee infringe such third party’s Intellectual Property. The abovementioned indemnification obligations shall also apply to NeoGames in respect of the iLottery Modifications and WH Modifications as if NeoGames is the Licensor and the Mixed Use Software is the iLottery Modifications and WH Modifications. 11.2 The Licensor’s indemnification obligations under this Section 11 are conditional upon the Licensee promptly notifying the Licensor in writing of any relevant claim or allegation made against the Licensee (provided, however, that the failure to provide such notice shall not relieve the Licensor based upon of its indemnification obligations hereunder, except to the extent of any material prejudice to the Licensor as a direct result of such failure), allowing the Licensor to take over conduct of any such claim on the Licensee’s behalf, cooperating with all reasonable requests from the Licensor relating to the defence and resolution of such claim and not settling or disposing of such claim without the Licensor’s prior written consent, such not to be unreasonably withheld or delayed. 11.3 Should the Licensee become the subject of a claim for infringement of any Intellectual Property Right in relation to the Mixed-Use Software, or if the Licensor or the Licensee reasonably believe that the Licensee may become the subject of such a claim, the Licensor may, at its own discretion on the basis of reasonable commercial considerations, select one of the following two remedies: (i) procure for the Licensee at no additional cost to the Licensee the right to continue using the allegedly infringing component of the Mixed-Use Software on terms reasonably similar to the terms set out in this Agreement; (ii) replace or modify the allegedly infringing component of the Mixed-Use Software in a manner which makes the use thereof non infringing without compromising the functionality or performance of the Mixed-Use Software; or (iii) remove the allegedly infringing component of the Mixed-Use Software, provided that such removal does not lead to an adverse impact on the Licensee’s use of the Software. Licensee agrees to indemnify and hold Licensor harmless from any loss or damages to Licensor related to, or associated with Licensee’s customizations, updates and/or corrections to the Software. Licensee agrees to indemnify and hold Licensee harmless, and defend at its expense, any action brought against Nationwide, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns (“Nationwide Indemnified Parties”) Mixed-Used License as contemplated in this Agreement. 11.4 The indemnity set out in this Section 11 does not cover claims to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights of any third parties. Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software and relies on its own judgment in utilizing it. Licensor warrants that the use of the initially provided Software will not infringe any patent, copyright, or trademark in the United States or elsewhere, and Licensor shall indemnify and hold Licensee harmless against any and all losses, damages and expenses, (including attorney’s fees and other costs of defending any infringement action) which Licensee may sustain or incur as a result of a breach of this warranty. Obligations set forth herein are contingent upon the other party: a) Providing the indemnifying party with prompt written notice of any action brought against the other party; and b) The other party cooperating with the indemnifying party in the defense of any such action, and allowing the indemnifying party to control the defense and settlement of any such action at its expense; Licensor shall have no obligation to defend any action or indemnify Licensee from damage ifarising from: (i) Licensee, in providing customizations, updates and/or corrections to the Software, infringes upon the intellectual property combination of any third party.component of the allegedly infringing component of the Mixed-Use Software with products, software, data or services not provided by the Licensor to be used by the Licensee with the Mixed-Use Software; (ii) Licensee is not using the most current version unauthorised modification, in any way or form, of any component of the Mixed-Use Software and the action would have been avoided without such combined use.by any person; (iii) Licensee has modified use of the Software in combination with other Software and allegedly infringing component of the action would Mixed-Use Software, if the alleged infringement could have been avoided without such combined use.by the use of a different version (which does not lead to an adverse impact on the quality thereof) made available to the Licensee by the Licensor pursuant to Section 11.3, at no additional cost to the Licensee, by the Licensor in a timely manner and Licensee has unreasonably refused to use the non-infringing version; (iv) Licensee is using components of the allegedly infringing component of the Mixed-Use Software complying with or are based upon specifications or other information provided solely by or at the Licensee’s direction; or (v) the misuse of the allegedly infringing component of the Mixed-Use Software in combination a manner not permitted or contemplated by this Agreement. 11.5 Subject to Section 11.6 (Limitation of Liability), this Section 11 states the entire liability of Licensor with respect to infringement of any third-party Intellectual Property and Licensor shall have no additional liability under contract, tort, warranty or any other Software and the action would have been avoided without such combined uselegal theory with respect to any alleged or proven infringement. 11.6 TO THE EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT FOR ANY LIABILITY IN CONNECTION WITH: (I) INFRINGEMENT OF INTELLECTUAL PROPERTY, (II) BREACH OF CONFIDENTIALITY OR (III) FRAUD, BODILY INJURY OR DEATH, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY EXCLUDED DAMANGES.

Indemnification and Limitation of Liability. Licensee agrees to indemnify and hold Licensor harmless from and against all loss, cost, expense or liability (including reasonable attorney’s fees) arising out of a claim by a third party against Licensor based upon Licensee’s use of the Software. Licensee agrees to indemnify and hold Licensor harmless from any loss or damages to Licensor related to, or associated with Licensee’s customizations, updates and/or corrections to the Software. Licensee agrees to indemnify and hold Licensee harmless, and defend at its expense, any action brought against NationwideReAlpha Tech Corp, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns (“Nationwide Indemnified Parties”) to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights of any third parties. Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software and relies on its own judgment in utilizing it. Licensor warrants that the use of the initially provided Software will not infringe any patent, copyright, or trademark in the United States or elsewhere, and Licensor shall indemnify and hold Licensee harmless against any and all losses, damages and expenses, (including attorney’s fees and other costs of defending any infringement action) which Licensee may sustain or incur as a result of a breach of this warranty. Obligations set forth herein are contingent upon the other party: a) a. Providing the indemnifying party with prompt written notice of any action brought against the other party; and b) b. The other party cooperating with the indemnifying party in the defense of any such action, and allowing the indemnifying party to control the defense and settlement of any such action at its expense; Licensor shall have no obligation to defend any action or indemnify Licensee from damage if: (i) Licensee, in providing customizations, updates and/or corrections to the Software, infringes upon the intellectual property of any third party. (ii) Licensee is not using the most current version of the Software and the action would have been avoided without such combined use. (iii) Licensee has modified the Software in combination with other Software and the action would have been avoided without such combined use. (iv) Licensee is using the Software in combination with other Software and the action would have been avoided without such combined use

Indemnification and Limitation of Liability. Licensee agrees to indemnify and hold Licensor harmless from and against all loss, cost, expense ex- pense or liability (including reasonable attorney’s fees) arising out of a claim by a third party against Licensor based upon Licensee’s use of the Software. Licensee agrees to indemnify and hold Licensor harmless from Software or any loss or damages to Licensor related to, or associated with Licensee’s of its customizations, updates up- dates and/or corrections to the Software. Licensee agrees to indemnify and hold Licensee harmless, and defend at its expense, any action brought against Nationwide, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns (“Nationwide Indemnified Parties”) to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights of any third partiescorrections. Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. In particular and for the sake of clarity, but without limiting the generality of this clause, Licensor shall have no liability whatsoever in case the Software should provide or deliver any incorrect or inaccurate measuring results and/or deductions therefrom, directly or indirectly resulting in damages to raw materials and/or to tools and products. Licensee has tested the Software and relies on its own judgment in utilizing it. Licensor warrants that the use of the initially provided Software will not infringe any patent, copyright, or trademark in the United States or elsewhere, and Licensor shall indemnify and hold Licensee harmless against any and all losses, damages and expenses, (including attorney’s fees and other costs of defending any infringement action) which Licensee may sustain or incur as a result of a breach of this warrantytrademark. Obligations set forth herein are contingent upon the other party: a) Providing the indemnifying party with prompt written notice of any action brought against the other party; and b) The other party cooperating with the indemnifying party in the defense of any such action, and allowing the indemnifying party to control the defense and settlement of any such action at its expense; Licensor shall have no obligation to defend any action or indemnify Licensee from damage if: (i) Licensee, in providing customizations, updates and/or corrections to the Software, infringes upon the intellectual property of any third party. (ii) Licensee is not using the most current version of the Software and the action would have been avoided without such combined use. (iii) Licensee has modified the Software in combination with other Software and the action ac- tion, claim or damage would have been avoided without such combined use. (ivii) Licensee is using the Software in combination with other Software and the action action, claim or damage would have been avoided without such combined use

Indemnification and Limitation of Liability. Licensee The Agent agrees to indemnify the Custodian and to defend and hold Licensor the Custodian harmless from and against all loss, cost, expense or liability (including reasonable attorney’s fees) arising out of a claim by a third party against Licensor based upon Licensee’s use of the Software. Licensee agrees to indemnify and hold Licensor harmless from any loss or damages to Licensor related to, or associated with Licensee’s customizations, updates and/or corrections to the Software. Licensee agrees to indemnify and hold Licensee harmless, and defend at its expense, any action brought against Nationwide, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns (“Nationwide Indemnified Parties”) to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights of any third parties. Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software and relies on its own judgment in utilizing it. Licensor warrants that the use of the initially provided Software will not infringe any patent, copyright, or trademark in the United States or elsewhere, and Licensor shall indemnify and hold Licensee harmless against any and all losses, costs, damages and expenses, expenses (including attorney’s fees reasonable legal fees) and other costs of defending liabilities for any infringement action) which Licensee may sustain claims, demands or incur actions (each referred to as a "Loss" or collectively as "Losses"), incurred by the Custodian as a result of or in connection with this Agreement, where such Loss is directly and principally caused by the negligence, willful misconduct or fraud of the Agent. Under no circumstance whatsoever will the Agent be liable to the Custodian for special, incidental, indirect or consequential losses or damages (including, but not limited to, lost profits) even if advised of the possibility of such losses or damages. The Custodian agrees to indemnify the Agent and to defend and hold the Agent harmless from any and all Losses incurred by the Agent as a breach result of or in connection with this warrantyAgreement, where such Losses is directly and principally caused by the negligence, willful misconduct or fraud of the Custodian. Obligations set forth herein are contingent upon Under no circumstance whatsoever will the other party: aCustodian be liable to the Agent for special, incidental, indirect or consequential losses or damages (including, but not limited to, lost profits) Providing even if advised of the indemnifying party with prompt written possibility of such losses or damages. Promptly after receiving any notice of any a claim, demand or action brought against (each referred to as a "Claim"), which may give rise to indemnification, the other party; and b) The other indemnified party cooperating with will notify the indemnifying party in writing of the particulars thereof, provided that the omission to so notify the indemnifying party shall not relieve the indemnifying party of any liability which the indemnifying party may have to the other indemnified party except and only to the extent that any such delay in or failure to give notice as herein required prejudices the defense of such Claim or results in any such action, and allowing material increase in the liability which the indemnifying party has under this indemnify. The indemnifying party shall have thirty (30) days after receipt of the notice to control undertake, conduct and control, through counsel of its own choosing and all its own expense, the settlement or defense and settlement of the Claim. The indemnified party will not, without the prior written approval of the indemnifying party, settle, compromise, consent to the entry of any such action at its expense; Licensor shall have no obligation judgment in or otherwise seek to defend terminate any action or indemnify Licensee from damage if: (i) Licensee, Claim in providing customizations, updates and/or corrections to the Software, infringes upon the intellectual property respect of any third partywhich indemnification may be sought hereunder. (ii) Licensee is not using the most current version of the Software and the action would have been avoided without such combined use. (iii) Licensee has modified the Software in combination with other Software and the action would have been avoided without such combined use. (iv) Licensee is using the Software in combination with other Software and the action would have been avoided without such combined use

Indemnification and Limitation of Liability. Licensee 8.1 Licensor agrees to indemnify and hold Licensor Licensee harmless from and against all loss, cost, expense or liability (including reasonable attorney’s fees) arising out of a claim by a third party against Licensor Licensee based upon Licensee’s use of the Software. Licensee Application IP to the extent of the value equal to such consideration paid by the Licensee, whether such damages would arise as a result of breach of contract, tort, infringement or otherwise. 8.2 Licensor agrees to indemnify and hold Licensor harmless from any loss or damages to Licensor related toindemnify, or associated with Licensee’s customizations, updates and/or corrections to the Software. Licensee agrees to indemnify and hold Licensee harmless, and defend at its expense, any action brought against Nationwideand hold harmless Licensee, its officers, directors, employees, shareholders, legal representatives, agents, successors and assigns (each a “Nationwide Indemnified PartiesLicensee Indemnitee”) from and against any and all losses incurred by the Licensee Indemnitee resulting from any action by a third party to the extent that it is based on a claim of the value equal to such consideration paid by the Licensee: (a) that the Application IP, or any use of the Application IP, and its customizations, updates and/or corrections developed by Licensee infringe any in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights rights; (b) Licensor’s breach of any third parties. representation, warranty, covenant, or obligation of Licensor shall have no liability under this Agreement (including any action or failure to Licensee for act by any damage sustained Licensor that, if taken or not taken by Licensee as Licensor, would constitute such a result of Licensee’s use breach by Licensor); or (c) any action or failure to take a required action or more culpable act or omission (including recklessness or willful misconduct) in connection with the performance of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software use and relies on its own judgment in utilizing it. Licensor warrants that the use distribution of the initially provided Software will not infringe any patent, copyrightApplication IP, or trademark in the United States other activity required of, or elsewhereperformed by or on behalf of, and Licensor shall indemnify and hold Licensee harmless against any and all losses, damages and expenses, (including attorney’s fees and other costs of defending any infringement action) which Licensee may sustain or incur as a result of a breach of under this warranty. Agreement. 8.3 Obligations set forth herein are contingent upon the other party: (a) Providing the indemnifying party with prompt written notice of any action brought against the other party; and (b) The other party cooperating Cooperating with the indemnifying party in the defense of any such action, and allowing the indemnifying party to control the defense and settlement of any such action at its expense; , provided however, Licensor shall have no obligation to defend not settle any action on any terms or indemnify in any manner that adversely affects the rights of Licensee from damage if:without Licensee’s prior written consent. (i) Licensee, in providing customizations, updates and/or corrections to 8.4 Licensor and Licensee shall each cover 50% of the Software, infringes upon the intellectual property total cost of any third partyinsurance policy deemed necessary by the Licensee to cover any potential liability. (ii) Licensee is not using the most current version of the Software and the action would have been avoided without such combined use. (iii) Licensee has modified the Software in combination with other Software and the action would have been avoided without such combined use. (iv) Licensee is using the Software in combination with other Software and the action would have been avoided without such combined use

Indemnification and Limitation of Liability. Licensee agrees to indemnify and hold Licensor harmless from and against all lossIn no event shall Con Xxxxxx or any third party acting on behalf of Con Xxxxxx have any liability for claims of any kind, costwhether based on contract, expense or liability tort (including reasonable attorney’s fees) arising out of a claim by a third party against Licensor based upon Licensee’s use of the Software. Licensee agrees to indemnify negligence and hold Licensor harmless from strict liability), or otherwise, for any loss or damages damage sustained or incurred by any third party relating to Licensor related tothis Agreement or the performance of services or participation by the Participating Contractor in the Program or any Con Xxxxxx’s programs. The Participating Contractor hereby releases and discharges Con Edison and any third party acting on behalf of Con Xxxxxx from all liability for such claims. The Participating Contractor shall, or associated with Licensee’s customizations, updates and/or corrections to the Software. Licensee fullest extent permitted by law, assume all liability for and agrees to indemnify indemnify, defend (at Con Xxxxxx’s option) and hold Licensee harmlessharmless Con Edison and any third party acting on behalf of Con Edison and their respective affiliates, and defend at its expense, any action brought against Nationwide, its officers, directors, employees, shareholders, legal representatives, agents, successors servants, employees and assigns (“Nationwide Indemnified Parties”) to the extent that it is based on a claim that the customizations, updates and/or corrections developed by Licensee infringe any intellectual property rights of any third parties. Licensor shall have no liability to Licensee for any damage sustained by Licensee as a result of Licensee’s use of the Software, whether such damages would arise as a result of breach of contract, tort or otherwise. Licensee has tested the Software representatives from and relies on its own judgment in utilizing it. Licensor warrants that the use of the initially provided Software will not infringe any patent, copyright, or trademark in the United States or elsewhere, and Licensor shall indemnify and hold Licensee harmless against any and all liabilities, losses, damages and expensesclaims, damages, suit charges, costs, expenses (including attorney’s fees and costs) demands and causes of actions of every kind or character arising or alleged to have arisen out of any claims (just or unjust) for damages for personal injury, including death to any employee or person, for damage or injury to property and from any and all resulting damages, expenses, costs and fees, arising out of or in any way occurring incident to the performance of this Agreement and/or the acts or omissions of the Participating Contractor, its employees and/or subcontractors. Additionally, the Participating Contractor agrees to assume all liabilities or attorney’s fees and other costs incurred by Con Xxxxxx arising out of defending any infringement action) which Licensee may sustain or incur as a result of a breach Con Xxxxxx’s efforts to enforce the provisions of this warrantysection. Obligations set forth Where used in this section, “the Participating Contractor” shall also include any subcontractor to the Participating Contractor, or any person, firm or entity directly or indirectly employed by or under contract with either the Participating Contractor or subcontractor. The indemnification obligations of the Participating Contractor provided for herein are contingent upon shall apply irrespective of any partial or contributed negligence or alleged partial or contributed negligence of Con Edison and/or any third party on behalf of Con Xxxxxx, except as may otherwise be required by applicable law. The indemnification obligations of the Participating Contractor provided for herein shall in all events survive performance of the other party: a) Providing the indemnifying party with prompt written notice of any action brought against the other party; and b) The other party cooperating with the indemnifying party in the defense of any such action, and allowing the indemnifying party to control the defense and settlement of any such action at its expense; Licensor shall have no obligation to defend any action or indemnify Licensee from damage if: (i) Licensee, in providing customizations, updates and/or corrections to the Software, infringes upon the intellectual property of any third party. (ii) Licensee is not using the most current version obligations of the Software Participating Contractor under this Agreement and the action would have been avoided without such combined useshall survive termination of this Agreement for any reason. (iii) Licensee has modified the Software in combination with other Software and the action would have been avoided without such combined use. (iv) Licensee is using the Software in combination with other Software and the action would have been avoided without such combined use