Common use of Indemnification by CCH Clause in Contracts

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officers, directors and Affiliates at CCH’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third-party alleging that the Software as provided hereunder infringes or violates such third-party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. CCH’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the use of the Software in any form or substance other than as provided by CCH hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third-party not authorized in writing by CCH to do so; (iv) the use of the Software in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCH; or (v) any data or information, or other intellectual property supplied by Customer, an Authorized User or any third-party. 8.2.3. If the Software becomes, or in CCH’s opinion, is likely to become, the subject of a third-party claim covered by CCH’s indemnification obligations under subsection 8.2.1, then CCH may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Software;

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officersofficers and directors, directors and Affiliates at CCH’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third-party third parties alleging that Customer’s use of the Software Application as provided hereunder and permitted herein infringes or violates such third-party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperatescooperates reasonably, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. CCH’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the access or use of the Software Application in any form or substance manner other than as provided and permitted by CCH hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third-party not authorized in writing by CCH to do so; (iv) the use of the Software Application in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCH; or (viii) any data or information, or other intellectual property supplied by Customer, an Authorized User or any third-party. 8.2.3. If the Software any Application becomes, or in CCH’s opinion, is likely to become, the subject of a third-party claim covered by CCH’s indemnification obligations under subsection 8.2.1, then CCH may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Software;Application; (ii) modify the infringing portion of the Application so as to render it non-infringing but still appropriate for its intended use under this Agreement; or (iii) replace the infringing portion of the Application with non-infringing items with substantially similar functionality. If CCH reasonably determines that none of the foregoing is commercially practicable, then CCH may elect to terminate this Agreement and grant Customer a refund of the Fees paid for the affected Application less an allocation for use made by Customer prior to the termination. 8.2.4. This Section 8.2 states CCH’s entire liability and the sole and exclusive remedy of Customer, its employees, officers, directors and Affiliates and any Authorized User with respect to any actual or claimed infringement or other violation of any third-party’s intellectual property rights.

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officers, directors and Affiliates at CCH’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third-third party alleging that the Software as provided hereunder infringes or violates such third-third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. CCH’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: : (i) the use of the Software in any form or substance other than as provided by CCH hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third-third party not authorized in writing by CCH to do so; (iv) the use of the Software in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCH; or (v) any data or information, or other intellectual property supplied by Customer, an Authorized User or any third-third party. 8.2.3. If the Software becomes, or in CCH’s opinion, is likely to become, the subject of a third-third party claim covered by CCH’s indemnification obligations under subsection 8.2.1, then CCH may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Software;; (ii) modify the infringing portion of the Software so as to render it non-infringing but still appropriate for its intended use under this Agreement; or (iii) replace the infringing portion of the Software with non-infringing items with substantially similar functionality. If CCH reasonably determines that none of the foregoing is commercially practicable, then CCH may elect to terminate this Agreement and grant Customer a refund of the Fees paid for the affected Software less an allocation for use made by Customer prior to the termination. 8.2.4. This Section 8.2 states CCH’s entire liability and the sole and exclusive remedy of Customer, its employees, officers, directors and Affiliates and any Authorized User with respect to any actual or claimed infringement or other violation of any third party’s intellectual property rights.

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officersofficers and directors, directors and Affiliates at CCH’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third-party third parties alleging that Customer’s use of the Software Application as provided hereunder and permitted herein infringes or violates such third-third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperatescooperates reasonably, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. CCH’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: : (i) the access or use of the Software Application in any form or substance manner other than as provided and permitted by CCH hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third-party not authorized in writing by CCH to do so; (iv) the use of the Software Application in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCH; or (viii) any data or information, or other intellectual property supplied by Customer, an Authorized User or any third-third party. 8.2.3. If the Software any Application becomes, or in CCH’s opinion, is likely to become, the subject of a third-third party claim covered by CCH’s indemnification obligations under subsection 8.2.1, then CCH may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Software;Application; (ii) modify the infringing portion of the Application so as to render it non-infringing but still appropriate for its intended use under this Agreement; or (iii) replace the infringing portion of the Application with non- infringing items with substantially similar functionality. If CCH reasonably determines that none of the foregoing is commercially practicable, then CCH may elect to terminate this Agreement and grant Customer a refund of the Fees paid for the affected Application less an allocation for use made by Customer prior to the termination. 8.2.4. This Section 8.2 states CCH’s entire liability and the sole and exclusive remedy of Customer, its employees, officers, directors and Affiliates and any Authorized User with respect to any actual or claimed infringement or other violation of any third party’s intellectual property rights.

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officers, directors and Affiliates at CCH’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third-third party alleging that the Software as provided hereunder infringes or violates such third-third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. CCH’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the use of the Software in any form or substance other than as provided by CCH hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third-third party not authorized in writing by CCH to do so; (iv) the use of the Software in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCH; or (v) any data or information, or other intellectual property supplied by Customer, an Authorized User or any third-third party. 8.2.3. If the Software becomes, or in CCH’s opinion, is likely to become, the subject of a third-third party claim covered by CCH’s indemnification obligations under subsection 8.2.1, then CCH may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Software;

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officers, directors and Affiliates at CCH’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third-third party alleging that the Software as provided hereunder infringes or violates such third-third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. CCH’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: : (i) the use of the Software in any form or substance other than as provided by CCH hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third-third party not authorized in writing by CCH to do so; (iv) the use of the Software in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCH; or (v) any data or information, or other intellectual property supplied by Customer, an Authorized User or any third-third party. 8.2.3. If the Software becomes, or in CCH’s opinion, is likely to become, the subject of a third-third party claim covered by CCH’s indemnification obligations under subsection 8.2.1, then CCH may, in its sole discretion and at its sole cost and expense: : (i) procure for Customer the right to continue using such Software;; (ii) modify the infringing portion of the Software so as to render it non-infringing but still appropriate for its intended use under this Agreement; or (iii) replace the infringing portion of the Software with non-infringing items with substantially similar functionality. If CCH reasonably determines that none of the foregoing is commercially practicable, then CCH may elect to terminate this Agreement and grant Customer a refund of the Fees paid for the affected Software less an allocation for use made by Customer prior to the termination. 8.2.4. This Section 8.2 states CCH’s entire liability and the sole and exclusive remedy of Customer, its employees, officers, directors and Affiliates and any Authorized User with respect to any actual or claimed infringement or other violation of any third party’s intellectual property rights.

Indemnification by CCH. 8.2.1. 8.2.1 Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officers, directors and Affiliates at CCH’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third-third party alleging that the Software Tools as provided and use permitted hereunder infringes or violates such third-third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. 8.2.2 CCH’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the access or use of the Software Tools in any form or substance other than as provided and permitted by CCH hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software Tools if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to CustomerTools; (iii) the modification of the Software Tools by Customer or any third-third party not authorized in writing by CCH to do so; (iv) the use of the Software Tools in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCH; or (v) any data or information, or other intellectual property supplied by Customer, an Authorized User or any third-third party. 8.2.3. 8.2.3 If the Software Tools becomes, or in CCH’s opinion, is likely to become, the subject of a third-third party claim covered by CCH’s indemnification obligations under subsection 8.2.1, then CCH may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Software;Software Tools; (ii) modify the infringing portion of the Software Tools so as to render it non-infringing but still appropriate for its intended use under this Agreement; or (iii) replace the infringing portion of the Software Tools with non-infringing items with substantially similar functionality. If CCH reasonably determines that none of the foregoing is commercially practicable, then CCH may elect to terminate this Agreement and grant Customer a refund of the Fees paid for the affected Software Tools less an allocation for use made by Customer prior to the termination. 8.2.4 This Section 8.2 states CCH’s entire liability and the sole and exclusive remedy of Customer, its employees, officers, directors and Affiliates and any Authorized User with respect to any actual or claimed infringement or other violation of any third party’s intellectual property rights.

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officers, directors and Affiliates affiliates at CCH’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third-third party alleging that the Software as provided hereunder infringes or violates such third-any third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperates, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. CCH’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: : (i) the use of the Software in any form or substance other than as provided by CCH hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third-third party not authorized in writing by CCH to do so; (iviii) the use of the Software in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCHCCH or approved by CCH in writing; or (viv) any data or information, or other intellectual property property, supplied by Customer, Customer or an Authorized User or any third-partythird party (other than CCH). 8.2.3. If the Software becomes, or in CCH’s opinion, is likely to become, the subject of a third-third party claim covered by CCH’s indemnification obligations under subsection 8.2.1, then CCH may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Software;; (ii) modify the infringing portion of the Software so as to render it non-infringing but still appropriate for its intended use under this Agreement; or (iii) replace the infringing portion of the Software with non-infringing items with substantially similar functionality. If CCH reasonably determines that none of the foregoing is commercially practicable, then CCH may elect to terminate this Agreement and grant Customer a refund of the Fees paid for the affected Software less an allocation for use made by Customer prior to the termination. This Section 8.2.3 states CCH’s entire liability and the sole and exclusive remedy of Customer, its employees, officers, directors and affiliates and any Authorized User with respect to any actual or claimed infringement or other violation of any third party’s intellectual property rights.

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officersofficers and directors, directors and Affiliates at CCH’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into by Customer and approved by CCH in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third-party third parties alleging that Customer’s use of the Software Application as provided hereunder permitted herein infringes or violates such third-any third party’s United States patent, copyright or trade secret rightssecret; provided that: : (ia) CCH is notified promptly in writing of the claim; (iib) CCH controls the defense, settlement and approval of the claim; and (iiic) Customer reasonably cooperatescooperates reasonably, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. CCH’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: : (ia) the access or use of the Software Application in any form or substance manner other than as provided permitted by CCH hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third-party not authorized in writing by CCH to do so; (ivb) the use of the Software Application in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCH, including any customization of any Application add-on interface software by any person other than CCH, and its applicable third party suppliers; or (vc) any data or information, or other intellectual property property, supplied by Customer, Customer or an Authorized User or any third-partythird party (other than CCH). 8.2.3. If the Software any Application becomes, or in CCH’s opinion, is likely to may become, the subject of a third-third party claim covered by CCH’s indemnification obligations under subsection 8.2.1, then CCH may, in its sole discretion and at its sole cost and expense: (ia) procure for Customer the right to continue using such Software;Application; (b) modify the infringing portion of the Application so as to render it non-infringing but still appropriate for its intended use under this Agreement; or (c) replace the infringing portion of the Application with non- infringing items with substantially similar functionality. If CCH reasonably determines that none of the foregoing is commercially practicable, then CCH may elect to terminate this Agreement and grant Customer a refund of all prepaid but unused portions of the subscription Fees previously paid to CCH related to the Application in question. 8.2.4. This Section 8.2 states CCH’s entire liability and the sole and exclusive remedy of Customer for any claim of infringement or other violation of any intellectual property rights.

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officersofficers and directors, directors and Affiliates at CCH’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third-party third parties alleging that Customer’s use of the Software Application as provided hereunder and permitted herein infringes or violates such third-third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperatescooperates reasonably, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. CCH’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the access or use of the Software Application in any form or substance manner other than as provided and permitted by CCH hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third-party not authorized in writing by CCH to do so; (iv) the use of the Software Application in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCH; or (viii) any data or information, or other intellectual property supplied by Customer, an Authorized User or any third-third party. 8.2.3. If the Software any Application becomes, or in CCH’s opinion, is likely to become, the subject of a third-third party claim covered by CCH’s indemnification obligations under subsection 8.2.1, then CCH may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Software;Application; (ii) modify the infringing portion of the Application so as to render it non-infringing but still appropriate for its intended use under this Agreement; or (iii) replace the infringing portion of the Application with non- infringing items with substantially similar functionality. If CCH reasonably determines that none of the foregoing is commercially practicable, then CCH may elect to terminate this Agreement and grant Customer a refund of the Fees paid for the affected Application less an allocation for use made by Customer prior to the termination. 8.2.4. This Section 8.2 states CCH’s entire liability and the sole and exclusive remedy of Customer, its employees, officers, directors and Affiliates and any Authorized User with respect to any actual or claimed infringement or other violation of any third party’s intellectual property rights.

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officersofficers and directors, directors and Affiliates at CCH’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third-party third parties alleging that Customer’s use of the Software Application as provided hereunder and permitted herein infringes or violates such third-third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperatescooperates reasonably, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. CCH’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: : (i) the access or use of the Software Application in any form or substance manner other than as provided and permitted by CCH hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third-party not authorized in writing by CCH to do so; (iv) the use of the Software Application in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCH; or (viii) any data or information, or other intellectual property supplied by CustomerXxxxxxxx, an Authorized User or any third-third party. 8.2.3. If the Software any Application becomes, or in CCH’s opinion, is likely to become, the subject of a third-third party claim covered by CCH’s indemnification obligations under subsection 8.2.1, then CCH may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Software;Application; (ii) modify the infringing portion of the Application so as to render it non-infringing but still appropriate for its intended use under this Agreement; or (iii) replace the infringing portion of the Application with non- infringing items with substantially similar functionality. If CCH reasonably determines that none of the foregoing is commercially practicable, then CCH may elect to terminate this Agreement and grant Customer a refund of the Fees paid for the affected Application less an allocation for use made by Customer prior to the termination. 8.2.4. This Section 8.2 states CCH’s entire liability and the sole and exclusive remedy of Customer, its employees, officers, directors and Affiliates and any Authorized User with respect to any actual or claimed infringement or other violation of any third party’s intellectual property rights.

Indemnification by CCH. 8.2.1. Subject to the other terms and conditions set forth herein, CCH agrees to defend Customer, its employees, officersofficers and directors, directors and Affiliates at CCH’s sole cost and indemnify Customer (by paying for damages finally awarded against Customer or any amounts payable in any settlement entered into in compliance with this Agreement) from and against any claims, demands, actions or proceedings by any unaffiliated third-party third parties alleging that Customer’s use of the Software Application as provided hereunder permitted herein infringes or violates such third-any third party’s United States patent, copyright or trade secret rights; provided that: (i) CCH is notified promptly in writing of the claim; (ii) CCH controls the defense, settlement and approval of the claim; and (iii) Customer reasonably cooperatescooperates reasonably, assists and gives all necessary authority to CCH and reasonably required information in connection with the defense or settlement of the claim. 8.2.2. CCH’s indemnity obligations under subsection 8.2.1 hereof will not apply if and to the extent that they arise from or relate to: (i) the access or use of the Software Application in any form or substance manner other than as provided permitted by CCH hereunder and as required to be used by Customer hereunder; (ii) use of a superseded version of some or all of the Software if the infringement or violation would have been avoided or mitigated by the use of a subsequent version (and/or Update) of the Software that is provided to Customer; (iii) the modification of the Software by Customer or any third-party not authorized in writing by CCH to do so; (iv) the use of the Software Application in combination with any intellectual property, services, reports, documentation, hardware, software, data or technology not supplied by CCHCCH or approved by CCH in writing; or (viii) any data or information, or other intellectual property property, supplied by Customer, Customer or an Authorized User or any third-partythird party (other than CCH). 8.2.3. If the Software any Application becomes, or in CCH’s opinion, is likely to become, the subject of a third-third party claim covered by CCH’s indemnification obligations under subsection 8.2.1, then CCH may, in its sole discretion and at its sole cost and expense: (i) procure for Customer the right to continue using such Software;Application; (ii) modify the infringing portion of the Application so as to render it non-infringing but still appropriate for its intended use under this Agreement; or (iii) replace the infringing portion of the Application with non- infringing items with substantially similar functionality. If CCH reasonably determines that none of the foregoing is commercially practicable, then CCH may elect to terminate this Agreement and grant Customer a refund of the Fees paid for the affected Application less an allocation for use made by Customer prior to the termination. This Section 8.2.3 states CCH’s entire liability and the sole and exclusive remedy of Customer, its employees, officers, directors and affiliates and any Authorized User with respect to any actual or claimed infringement or other violation of any third party’s intellectual property rights.