Common use of INDEMNIFICATION FOR INFRINGEMENT Clause in Contracts

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's ’s obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's ’s prior written consent. If an injunction or order is obtained against Licensee's ’s use of the Product by reason of the allegations of infringement, or if in Licensor's ’s opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's ’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's ’s entire liability and Licensee's ’s sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a patent, copyright, trademark or trademark, trade secret or proprietary right violation which concerns the Product used within the scope of the Agreement License hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's Licensor shall have no obligations under this Section are conditioned on unless (i) Licensee promptly notifying notifies Licensor in writing within ten (10) days after Licensee first receives notice of any such claim, action or allegation of infringement and, and (ii) Licensor being is given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's ’s prior written consent. If an injunction or order is obtained against Licensee's ’s use of the Product by reason of the allegations of infringement, or if in Licensor's ’s opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's ’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's ’s entire liability and Licensee's ’s sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee by a third party asserting a copyright, trademark or trade secret which concerns that Licensee's and/or its Affiliates’ use of the Product used within the scope of the this Agreement hereunder. Licensor shall violates such third party’s patent, copyright, trademark, trade secret or other proprietary rights, and will indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged finally awarded against LicenseeLicensee arising out of such claimi. Licensor's obligations under this Section are conditioned on Licensee will promptly notifying notify Licensor in writing after Licensee first receives receiving notice of any such claim, action or allegation of infringement and, and Licensor being given will have sole control of the defense of any action and all negotiations for its settlement or compromise, with Licensee's reasonable assistance; provided, that Licensee’s approval in writing shall be required of any settlement or compromise involving any admission of fault or wrongdoing on the reasonable assistance part of Licensee, and provided, further, that Licensee may at Licensor's cost and expense take responsibility for its own defense if and to the extent that Licensee has any reasonable doubt as to the ability or willingness of Licensor to fund such defense or any award, settlement or compromise arising therefrom. Licensor shall will not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consentconsent except insofar as Licensee reasonably determines that it is necessary or appropriate to incur such costs and expenses in order to preserve its legal or equitable rights and remedies, protect it from further such claims, or minimize the losses associated with claims so made. If an injunction or order is obtained against Licensee's ’s and/or its Affiliates' use of the Product by reason of the allegations of any claimed infringement, or if in Licensor's opinion the Product is likely to become the subject of such a claim of infringementclaim, Licensor shallwill, at its option and expense: , and in addition to any other rights s available to Licensee hereunder, either (ai) Procure procure for Licensee the right to continue using ing the Product; or , or (bii) Modify modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a patent, copyright, trademark or trademark, trade secret or proprietary right violation which concerns the Product used within the scope of the Agreement License hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's ’s obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's ’s prior written consent. If an injunction or order is obtained against Licensee's ’s use of the Product by reason of the allegations of infringement, or if in Licensor's ’s opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's ’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's ’s entire liability and Licensee's ’s sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do LICENSOR warrants that the PRODUCT furnished by LICENSOR will not apply to the Community Edition Licensees. Licensor will defend infringe upon or settleviolate any patent, at its own expense, any claim against Licensee asserting a copyright, trademark or trademark, trade secret or proprietary right which concerns the Product any PRODUCT, when used within the scope of the Agreement License acquired by LICENSEE hereunder. Licensor LICENSOR shall indemnify Licensee LICENSEE for any claim asserting or involving a patent, copyright, trademark, trade secret or propriety right violation which concerns any PRODUCT used within the scope of the license acquired by LICENSEE hereunder. LICENSOR shall indemnify LICENSEE against any loss, cost, expense or liability including reasonable attorney's fees from any damages alleged finally awarded against LicenseeLICENSEE for the same. Licensor's obligations under this Section LICENSOR shall also indemnify LICENSEE against any settlement costs which are conditioned on Licensee promptly notifying Licensor attributable to any claim by a third party against LICENSEE asserting or involving a patent, copyright, trademark, trade secret or proprietary right violation which concerns any PRODUCT used within the scope of the license acquired by LICENSEE hereunder. However, LICENSEE must notify LICENSOR in writing within a reasonable time after Licensee LICENSEE first receives written notice of any such claim, action or allegation of infringement andinfringement. Related to INDEMNIFICATION FOR INFRINGEMENT proceedings, Licensor being given sole control the LICENSOR reserves the right to exercise full control, including choice of counsel, and settlements. In the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If event an injunction or order is shall be obtained against Licensee's the LICENSEE’S use of the Product any PRODUCT by reason of the allegations of infringementallegations, or if in Licensor's LICENSOR’S opinion the Product PRODUCT is likely to become the subject of a claim of infringementinfringement or violation of a patent, Licensor shallcopyright, trademark, trade secret or other property right of a third party, LICENSOR shall at its expense: (a) Procure for Licensee LICENSEE the right to continue using the Product; PRODUCT, or (b) Modify Replace or replace modify the Product with a compatible, functionally equivalent, PRODUCT so that it becomes non-infringing Product(s); but only if the modification or replacement does not adversely affect the specifications for the PRODUCT, or (c) If neither (a) nor (b) above is reasonably practical in Licensor's judgmentpractical, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period PRODUCT from the date of shipment of the ProductLICENSEE’S SERVER. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in In the event of intellectual property infringement of any kind.Clause

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, expense any claim against Licensee by a third party asserting a copyright, trademark or trade secret which concerns that Licensee's and/or its Affiliates’ use of the Product used within the scope of the this Agreement hereunder. Licensor shall violates such third party’s patent, copyright, trademark, trade -secret or other proprietary rights, and will indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged finally awarded against LicenseeLicensee arising out of such claim. Licensor's obligations under this Section are conditioned on Licensee will promptly notifying notify Licensor in writing after Licensee first receives receiving notice of any such claim, action or allegation of infringement and, and Licensor being given will have sole control of the defense of any action and all negotiations for its settlement or compromise, with Licensee's reasonable assistance; provided, that Licensee's approval in writing shall be required of any settlement or compromise involving any admission of fault or wrongdoing on the reasonable assistance part of Licensee, and provided, further, that Licensee may at Licensor's cost and expense take responsibility for its own defense if and to the extent that Licensee has any reasonable doubt as to the ability or willingness of Licensor to fund such defense or any award, settlement or compromise arising therefrom. Licensor shall will not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consentconsent except insofar as Licensee reasonably determines that it is necessary or appropriate to incur such costs and expenses in order to preserve its legal or equitable rights and remedies, protect it from further such claims, or minimize the losses associated with claims so made. If an injunction or order is obtained against Licensee's ’s and/or its Affiliates’ use of the Product by reason of the allegations of any claimed infringement, or if in Licensor's opinion the Product is likely to become the subject of such a claim of infringementclaim, Licensor shallwill, at its option and expense: , and in addition to any other rights and remedies available to Licensee hereunder, either (ai) Procure procure for Licensee the right to continue using the Product; or , or (bii) Modify modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 (a) Netopia represents and warrants that: (i) the Server Product and the Product do not apply infringe any patent or copyright or violate the trade secret or other proprietary rights of any third party; (ii) Netopia or Netopia's licensors own all patents, copyrights, trade secrets and other proprietary rights in and to the Community Edition LicenseesServer Product and the Product; and (iii) Netopia possesses the legal right and authority to execute and perform this Agreement. (b) Netopia agrees to indemnify, hold harmless, and defend ( from and against any and all damages, costs, and expenses. Licensor will defend or settleincluding reasonable attorneys' fees and costs, at its own expenseincurred in connection with a claim of a third party which, any claim against Licensee asserting if true, would constitute a copyright, trademark or trade secret which concerns the Product used within the scope breach of the Agreement hereunder. Licensor shall indemnify Licensee against any lossforegoing warranties (hereinafter "Infringement Claims"), expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee provided Distributor notifies Netopia promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation the existence of infringement and, Licensor being given an Infringement Claim and grants Netopia sole control of over its defense or settlement, and Distributor provides reasonable assistance in the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense:same. (ac) Procure Following notice of an Infringement Claim, Netopia shall use commercially reasonable efforts to procure for Licensee Distributor the right to continue using to market, use and have others use, the Product; or (b) Modify allegedly infringing Server Product or Product or may replace or modify the Server Product and the Product with a compatible, functionally equivalent, comparable product to make it non-infringing Product(sinfringing. In the event that Netopia does not or cannot comply with this Section 4(c); or (c) If neither (a) nor (b) is reasonably practical , Netopia shall refund to Distributor all license fees paid, in Licensor's judgmentwhich case this Agreement and the license granted hereunder shall terminate immediately, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor Netopia shall have no obligation under this Section further obligations to the extent the alleged infringement results from Distributor. (d) Netopia shall have no liability for any Infringement Claim based on Distributor's (i) modification use of the Server Product, and hosting or distribution of the Product other than by Licensor; after Netopia's notice that Distributor should cease use, hosting or distribution due to an Infringement Claim, or (ii) the combination of the Server Product or the Product with products not provided a non-Netopia program or data, if such Infringement Claim would have been avoided by Licensor; or (iii) the exclusive use of any older version the Server Product or the Product. (e) The provisions of the Product when use of a newer version made available to Licensee would have avoided the infringement. This this Section 10 is Licensor4 state Netopia's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kindto Distributor with regard to Infringement Claims.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a patent, copyright, trademark or trademark, trade secret or proprietary right violation which concerns the Product used within the scope of the Agreement License hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee by a third party asserting a copyright, trademark or trade secret which concerns that Licensee's and/or its Affiliates’ use of the Product used within the scope of the this Agreement hereunder. Licensor shall violates such third party’s patent, copyright, trademark, trade secret or other proprietary rights, and will indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged finally awarded against LicenseeLicensee arising out of such claim. Licensor's obligations under this Section are conditioned on Licensee will promptly notifying notify Licensor in writing after Licensee first receives receiving notice of any such claim, action or allegation of infringement and, and Licensor being given will have sole control of the defense of any action and all negotiations for its settlement or compromise, with Licensee's reasonable assistance; provided, that Licensee's approval in writing shall be required of any settlement or compromise involving any admission of fault or wrongdoing on the reasonable assistance part of Licensee, and provided, further, that Licensee may at Licensor's cost and expense take responsibility for its own defense if and to the extent that Licensee has any reasonable doubt as to the ability or willingness of Licensor to fund such defense or any award, settlement or compromise arising therefrom. Licensor shall will not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consentconsent except insofar as Licensee reasonably determines that it is necessary or appropriate to incur such costs and expenses in order to preserve its legal or equitable rights and remedies, protect it from further such claims, or minimize the losses associated with claims so made. If an injunction or order is obtained against the Licensee's and/or its Affiliates' use of the Product by reason of the allegations of any claimed infringement, or if in Licensor's opinion the Product is likely to become the subject of such a claim of infringementclaim, Licensor shallwill, at its option and expense: , and in addition to any other rights and remedies available to Licensee hereunder, either (ai) Procure procure for Licensee the right to continue using the Product; or product, or (bii) Modify modify or replace the Product with a compatible, compatible functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a patent, copyright, trademark or trademark, trade secret or proprietary right violation which concerns the Product used within the scope of the Agreement License hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon refund of all pre-paid license fees actually paid by Licensee for such Product in respect of the remaining portion of the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the ProductTerm. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 9 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-non- infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a patent, copyright, trademark or trademark, trade secret or proprietary right violation which concerns the Product used within the scope of the Agreement License hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.six

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a patent, copyright, trademark or trademark, trade secret or proprietary right violation which concerns the Product used within the scope of the Agreement License hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's Licensor shall have no obligations under this Section are conditioned on unless (i) Licensee promptly notifying notifies Licensor in writing within ten (10) days after Licensee first receives notice of any such claim, action or allegation of infringement and, and (ii) Licensor being is given sole control of the defense defence of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's ’s prior written consent. If an injunction or order is obtained against Licensee's ’s use of the Product by reason of the allegations of infringement, or if in Licensor's ’s opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's ’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's ’s entire liability and Licensee's ’s sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's ’s obligations under this Section 10 are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's ’s prior written consent. If an injunction or order is obtained against Licensee's ’s use of the Product by reason of the allegations of infringement, or if in Licensor's ’s opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's ’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section 10 to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's ’s entire liability and Licensee's ’s sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply Licensor warrants to the Community Edition LicenseesLicensee that it has indefeasible title to all property rights which are subject to this Agreement. Licensor will defend or settle, at its own expense, In the event any claim by a third party is made, or any action is commenced against the Licensee, for the alleged infringement by the Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claimthird party’s alleged patents, action trademarks or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations other Intellectual Property rights, resulting from the use by the Licensee of Licensor’s Products, the Licensee shall give written notice to the Licensor of any such claim within ten (10) days from notice of claim or service of process in any such action. The Licensor hereby agrees to indemnify the Licensee for its settlement any losses or compromisedamages suffered by the Licensee resulting from any such claim or action, with including the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures and expenses and the reasonable attorneys fees incurred by the Licensee, provided, the Licensee without Licensor's prior written consentgives notice to the Licensor of any such claim or action as provided above. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. The Licensor shall have no obligation under this Section the option, to be exercised in its sole discretion, to defend any such claim or action on behalf of the Licensee in the same manner and to the same extent as if the alleged infringement results from (i) modification claim or action was made or commenced against the Licensor. In any such election, the Licensee agrees to cooperate fully with the Licensor to defend, oppose or settle any such claim or action, in Licensor’s sole discretion. Failure of Licensee to cooperate with the Licensor shall void Licensor’s agreement to indemnify Licensee. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability parties hereto, their respective legal representatives, successors in interest and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kindassigns.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's ’s obligations under this Section 10 are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's ’s prior written consent. If an injunction or order is obtained against Licensee's ’s use of the Product by reason of the allegations of infringement, or if in Licensor's ’s opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-non- infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's ’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section 10 to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's ’s entire liability and Licensee's ’s sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms Subject to Section 14 below, UroGen shall defend, indemnify and hold Xxxxxx harmless with respect to all claims, liabilities, losses or expenses (including attorneys' fees) of Xxxxxx arising out of or in connection with the infringement of patents, trademarks (except trademarks used on the Products at the request of Xxxxxx) or copyrights arising out of the use or sale of the Products supplied to Xxxxxx under this Section 10 do not apply Agreement. Xxxxxx shall communicate to the Community Edition LicenseesUroGen all charges of alleged infringement, within a reasonable time after their receipt. Licensor Xxxxxx will defend cooperate with UroGen in defending or settleotherwise resolving each charge of infringement. UroGen agrees to bear all costs and expenses of litigation, including attorneys fees in connection with such alleged infringement, and UroGen will reimburse Xxxxxx for each disbursement made by Xxxxxx in satisfaction of a final judgement issued in such litigation, but Xxxxxx may, at its own expense, be also represented by its own counsel in any claim against Licensee asserting a copyrightsuch litigation. In the event that sale of any Product is enjoined, trademark UroGen shall repurchase Xxxxxx'x inventory of such Product at Xxxxxx'x Fully Loaded Cost therefor. However, the foregoing indemnification obligation shall not apply to (i) claims for infringement of any rights relating to the Factor VIII gene rights which have been supplied to UroGen by Xxxxxx or trade secret (ii) claims for infringement in any jurisdiction in which concerns Xxxxxx has assumed responsibility for regulatory compliance in accordance with Section 6.1 hereof. In the Product used within event Xxxxxx elects to defend such infringement claim, UroGen will cooperate with Xxxxxx, at Xxxxxx'x expense, in such defense. Neither party shall settle any suit for infringement the scope settlement of which would materially affect the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense other's rights or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations interests under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claimAgreement, action the Development Agreement or allegation of infringement and, Licensor being given sole control of otherwise without the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensorother party's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination which consent shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kindbe unreasonably withheld.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle10.1 ASA shall, at its own expenseexpense defend or settle any claim, any claim action or allegation brought against Licensee asserting a that the ASA Software infringes any patent, copyright, trademark or trade secret which concerns the Product used within the scope or other proprietary right of the Agreement hereunder. Licensor shall any third party, and ASA will similarly indemnify and hold harmless Licensee against any loss, expense or liability from damages and costs incurred by Licensee (including reasonable attorney's attorneys' fees from and costs) as a result of any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on such claims of infringement and shall pay any final judgment awarded or settlements entered into; provided that Licensee promptly notifying Licensor in writing after Licensee first receives gives prompt written notice to ASA of any such claim, action or allegation of infringement andand gives ASA the authority to proceed as contemplated herein. ASA will have the exclusive right to defend any such claim, Licensor being given sole control of the defense of any action, or allegation and make settlements thereof at its own discretion, and Licensee may not settle or compromise such claim, action and all negotiations for its settlement or compromiseallegation, except with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consentconsent of ASA. If an injunction Licensee shall give such assistance and information as ASA may reasonably require to settle or order is obtained against Licensee's use of oppose such claims. 10.2 In the Product by reason of the allegations of event any such infringement, claim, action, or if in Licensor's opinion the Product allegation is likely to become the subject of a claim of infringementbrought or threatened, Licensor shallASA may, at its sole discretion and expense: (a) Procure for Licensee the right to continue using use of the ProductASA Software or the infringing portion thereof; orand (b) Modify Modify, amend or replace the Product ASA Software or infringing part thereof with a compatibleother software which has substantially the same or better capabilities. 10.3 THE FOREGOING OBLIGATIONS SHALL NOT APPLY TO THE EXTENT THE INFRINGEMENT ARISES AS A RESULT OF MODIFICATIONS TO THE ASA SOFTWARE MADE BY ANY PARTY OTHER THAN ASA OR ASA'S AUTHORIZED REPRESENTATIVE, functionally equivalentOR UNLESS EXPRESSLY PERMITTED IN WRITING BY ASA. THIS SECTION 10 STATES THE ENTIRE LIABILITY OF ASA WITH RESPECT TO INFRINGEMENT OF ANY PATENT, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgmentCOPYRIGHT, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kindTRADE SECRET OR OTHER PROPRIETARY RIGHT.

INDEMNIFICATION FOR INFRINGEMENT. The terms 9.1 CLOUDENTITY will defend, indemnify and hold LICENSEE harmless from liability resulting from infringement by the Licensed Software of this Section 10 do not apply any third party’s U.S. patents, copyrights, trademarks, trade secrets or other proprietary rights, provided that (a) LICENSEE promptly notifies CLOUDENTITY of any threats, claims and/or proceedings related thereto; (b) LICENSEE gives CLOUDENTITY all reasonable assistance including, without limitation, providing information, documents and reasonable access to LICENSEE’S employees; and (c) CLOUDENTITY will have sole control of the Community Edition Licenseesdefense and/or settlement thereof. Licensor LICENSEE will defend be entitled to participate in any such action or settle, proceeding at its own expense, with counsel of its own choosing. 9.2 If CLOUDENTITY determines that the Licensed Software or any claim against Licensee asserting a copyright, trademark portion thereof is or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such may be subject to an infringement claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shallCLOUDENTITY may, at its expense: option, (a) Procure procure for Licensee LICENSEE the right to continue using the ProductLicensed Software or portion thereof (as applicable) in accordance with this Agreement; or or (b) Modify replace or replace the Product with a compatible, functionally equivalent, modify such Licensed Software or portion thereof (as applicable) so it becomes non-infringing Product(s); or infringing, but substantially equivalent in functionality and performance. If CLOUDENTITY determines, in its sole discretion, that neither of the remedies in this Section 9.2 are commercially practicable, the (a) LICENSEE shall cease use of the Licensed Software and delete all copies thereof, (b) CLOUDENTITY will refund to LICENSEE the amount of any prepaid fees that relate to the period after the date LICENSEE ceases use of the Licensed Software, and (c) If neither this Agreement (and LICENSEE’S license rights) will automatically terminate upon LICENSEE’S receipt of such refund. 9.3 The indemnification obligations of CLOUDENTITY under this Section 9 shall not apply to the extent any infringement claim is based, in whole or in part, on (a) nor modifications to the Licensed Software made in whole or in part in accordance with LICENSEE’S specifications; (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section modifications made to the extent the alleged infringement results from (i) modification of the Product other than Licensed Software by LicensorLICENSEE after delivery by CLOUDENTITY; (iic) the combination of the Product Licensed Software with products other products, processes or materials not provided supplied by LicensorCLOUDENTITY, if the alleged infringement relates to such combination; or (iiid) use LICENSEE’S continuation of any older version of the Product when use of a newer version made available to Licensee allegedly infringing activity after CLOUDENTITY provides and implements modifications that would have avoided the infringementalleged infringement when such modifications are not fully implemented. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in In addition, CLOUDENTITY’S obligations hereunder will not apply to the event of intellectual property infringement extent of any kindalleged infringement occurring after LICENSEE has received notice of such suit or proceeding or other communication alleging the infringement unless CLOUDENTITY has given written permission for continued use of the Licensed Software. THE PROVISIONS OF THIS Section 9 ARE IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED. THE REMEDIES SET FORTH IN THIS SECTION 9 CONSTITUTE CLOUDENTITY’S SOLE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR INFRINGEMENT.

INDEMNIFICATION FOR INFRINGEMENT. The terms Each party shall ensure that all code prepared in connection with the Development Effort and all other modifications or enhancements to the Technology or the Probers completed by such party or such party's employees are an original work prepared without copying or otherwise infringing the intellectual property rights of any other person, and shall indemnify, defend and hold the other party harmless from any infringement claim arising from the other party's use of such modifications or enhancements as permitted by the License Agreement. Such indemnification shall be limited to the intellectual property rights of others in force as of the Effective Date of this Section 10 do not apply to Agreement, and the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns total liability of each party for defending and holding the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations other party harmless under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice 1.4 shall not exceed one-half of any such claim, action or allegation of infringement and, Licensor being given sole all payments received by CASCADE from ELECTROGLAS under the License Agreement. The indemnifying party shall have control of the defense of any lawsuit based on such infringement claim, and the indemnified party shall assist the indemnifying party without cost in the defense of such suit or action by providing information and all negotiations for its settlement or compromise, with the reasonable assistance of Licenseefact witnesses as needed. Licensor The indemnified party shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee have the right to continue using be represented by it own attorneys at the Product; or (b) Modify or replace indemnified party's own expense, which attorneys will act only in an advisory capacity. Nothing herein shall authorize the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove indemnifying party to settle any lawsuit without the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment written consent of the Productindemnified party if, by such settlement, the indemnified party is obligated t6 make any monetary payment, to transfer any property or any interest in property, to become subject to an injunction, to grant any license or other rights under its intellectual property rights, or to acknowledge any action or inaction of the indemnified party disputed by such party. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor The indemnifying party shall have no obligation the right to change any of its prior modifications or enhancements so as to avoid such infringement claim with respect to future Parametric Probers subject to a renegotiation of the royalty payment and exclusivity minimums to reflect any reduction in performance of the Parametric Probers. If the indemnified party does not implement such a change within sixty (60) days after notice by the indemnifying party of such change, then the indemnifying party's obligations under this Section 1.4 with respect to the extent the alleged such infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products claim shall not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available apply to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kindinfringements which occur thereafter.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a patent, copyright, trademark or trademark, trade secret or proprietary right violation which concerns the Product used within the scope of the Agreement License hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on However, Licensee must promptly notifying notify Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given shall have sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's ’s prior written consent. If an injunction or order is obtained against Licensee's ’s use of the Product by reason of the allegations of infringement, or if in Licensor’s or Licensee's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's ’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire ’s sole liability and Licensee's sole and ’s exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms Subject to Section 8 of this Section 10 Agreement, LeaseQuery shall indemnify, defend and hold Client harmless from and against any third-party claims or suits arising out of actual infringement by the Solution and the reports generated by the Solution of the third-party’s Intellectual Property Rights, provided that (i) Client immediately notifies LeaseQuery in writing of the third-party claim, (ii) Client tenders to LeaseQuery complete control of the defense, and (iii) Client cooperates with LeaseQuery in its defense of the claim at LeaseQuery’s expense. These obligations of LeaseQuery do not apply with respect to claims arising out of or related to Client Data or to portions or components of the Community Edition LicenseesSolution or reports generated by the Solution (A) that (in the case of reports generated by the Solution) are modified (other than by LeaseQuery) after delivery by LeaseQuery, (B) where Client continues the allegedly infringing activity after being notified thereof, or (C) where Client’s use of the Solution or reports generated by the Solution is not in accordance with this Agreement and the applicable Sales Order. Licensor If LeaseQuery or Client is enjoined from providing access to, or using, the Solution or LeaseQuery reasonably believes that LeaseQuery or Client will defend or settlebe enjoined, LeaseQuery shall have the right, at its own expensesole option, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations to obtain for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee Client the right to continue using to access the Product; or (b) Modify Solution or to replace or modify the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) Solution so that it is no longer infringing. If neither (a) nor (b) of the foregoing options is reasonably practical in Licensor's judgmentcommercially practicable to LeaseQuery, remove then Client’s access to the Product Solution may be terminated at the option of LeaseQuery and issue Licensee a pro rata credit based upon the License LeaseQuery shall refund or offset against other amounts due to LeaseQuery any prepaid subscription fees paid prorated for the Product prorated over a thirtyportion of the then-six (36) month period from current term remaining after the effective date of shipment of the Producttermination. Thereafter, termination The obligations set forth in this paragraph shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's be LeaseQuery’s sole and exclusive remedy in the event of intellectual property infringement of any kindobligations, and Client’s sole and exclusive remedy, for infringement.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply SMA maintains that, to the Community Edition Licenseesbest of its knowledge, the Product(s) will not infringe upon or violate any patent, copyright, trademark, trade secret, or other proprietary right of any third party. Licensor SMA will defend or settle, at its own expense, any claim against Licensee LICENSEE asserting a patent, copyright, trademark or trademark, trade secret or proprietary right violation which concerns the Product any Product(s) used within the scope of the Agreement License hereunder. Licensor SMA shall indemnify Licensee LICENSEE against any loss, expense or liability including reasonable attorney's fees from any damages alleged finally awarded against LicenseeLICENSEE. Licensor's obligations under this Section are conditioned on Licensee However, LICENSEE must promptly notifying Licensor notify SMA in writing after Licensee LICENSEE first receives notice of any such claim, action or allegation of infringement and, Licensor being given SMA shall have sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of LicenseeLICENSEE. Licensor SMA shall not be liable for any costs or expenditures incurred by Licensee LICENSEE without Licensor's SMA’s prior written consent. If an injunction or order is obtained against Licensee's LICENSEE’S use of the Product any Product(s) by reason of the allegations of infringement, or if in Licensor's SMA’s opinion the Product Product(s) is likely to become the subject of a claim of infringement, Licensor SMA shall, at its expense: (a) Procure for Licensee LICENSEE the right to continue using the ProductProduct(s); or (b) Modify or replace the Product Product(s) with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgmentpractical, remove the Product Product(s) and issue Licensee LICENSEE a pro pro-rata credit based upon on the Perpetual License fees paid for the Product prorated Product(s) pro-rated over a thirty-six (36) month period from the date of shipment of the ProductOriginal Product Effective Date. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a patent, copyright, trademark or trademark, trade secret or proprietary right violation which concerns the Product used within the scope of the Agreement License hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's ’s obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's ’s prior written consent. If an injunction or order is obtained against Licensee's ’s use of the Product by reason of the allegations of infringement, or if in Licensor's ’s opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) : Procure for Licensee the right to continue using the Product; or (b) or Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) or If neither (a) nor (b) is reasonably practical in Licensor's ’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's ’s entire liability and Licensee's ’s sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor (i) Higher Logic will defend or settleindemnify, at its own expensedefend, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee and hold harmless Subscriber from and against any loss, liability, damage or expense or liability (including reasonable attorney's fees attorneys’ fees) that are finally awarded by a court of competent jurisdiction or agreed to by Higher Logic in settlement in connection with Subscriber’s defense of any third party claims, demands, suits or proceedings alleging that Subscriber’s use of the Software Services, in whole or in part, when used in accordance with documentation or other instructions from Higher Logic, directly infringes any damages alleged against Licensee. Licensor's obligations copyright or trade secret right arising under this Section are conditioned on Licensee United States law (a “Claim”) and, provided that: (a) Subscriber promptly notifying Licensor notifies Higher Logic in writing after Licensee first receives notice of any such claimClaim with reasonable details setting forth why Subscriber believes that Higher Logic has an indemnity obligation; (b) Subscriber accords Higher Logic, action or allegation of infringement andat Higher Logic’s choice, Licensor being given sole control of the defense and/or settlement of any action the Claim; and (c) Subscriber furnishes to Higher Logic, at Higher Logic’s request, all negotiations for its relevant information available to Subscriber and reasonable cooperation and assistance in defense and settlement or compromise, with of the reasonable assistance of Licensee. Licensor Claim. (ii) Higher Logic shall not be liable for required to indemnify Subscriber to the extent a Claim relating to subsection (b)(i) above arises out of, and would not have occurred but for, any costs of the following exclusions: (a) modification of the Software Services by Subscriber or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction its employees, consultants, contractors or order is obtained against Licensee's other representatives in conflict with Subscriber’s obligations or as a result of any prohibited activity as set forth herein; (b) use of the Product by reason Software Services in a manner inconsistent with Higher Logic’s documentation or the rights granted herein; or (c) use of the allegations of infringementSoftware Services in combination with any hardware, software or if in Licensor's opinion other products or services not provided or otherwise authorized by Higher Logic. If Subscriber is enjoined from using the Product is likely to become Software Services or Higher Logic reasonably believes it will be enjoined, Higher Logic shall have the subject of a claim of infringement, Licensor shallright, at its expense: (a) Procure sole option, to obtain for Licensee Subscriber the right to continue using use of the Product; or (b) Modify Software Services or to replace or modify the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) Software Services so that they are no longer infringing. If neither (a) nor (b) of the foregoing options is reasonably practical in Licensor's judgmentavailable to Higher Logic, remove then use of the Product Software Services may be terminated at Higher Logic’s option and issue Licensee a pro rata credit based upon the License Higher Logic’s sole liability shall be to refund any prepaid fees paid for the Product prorated over a thirty-six (36) month period from Software Services that were to be provided after the effective date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringementtermination. This Section 10 is Licensor's entire liability and Licensee5(b) constitutes the Subscriber's sole and exclusive remedy and Higher Logic's only liability in the event respect of claims of intellectual property infringement of any kindinfringement.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's ’s obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's ’s prior written consent. If an injunction or order is obtained against Licensee's ’s use of the Product by reason of the allegations of infringement, or if in Licensor's ’s opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) : Procure for Licensee the right to continue using the Product; or (b) or Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) or If neither (a) nor (b) is reasonably practical in Licensor's ’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's ’s entire liability and Licensee's ’s sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settleTNT shall, at its own expense, indemnify and hold TNC harmless from any claim claim, action or allegation brought against Licensee asserting a TNC that the Software infringes any patent, copyright, trademark or trade secret which concerns the Product used within the scope or other proprietary right of the Agreement hereunder. Licensor any third party and shall indemnify Licensee against pay any loss, expense final judgments awarded or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives settlements entered into; provided that TNC gives prompt written notice to TNT of any such claim, action or allegation of infringement andand gives TNT the authority to proceed as contemplated herein. TNT will have the exclusive right to defend any such claim, Licensor being given sole control of the defense of any action or allegation and all negotiations for make settlements thereof at its settlement own discretion, and TNC may not settle or compromisecompromise such claim, action or allegation, except with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consentconsent of TNT. TNC shall give such assistance and information as TNT may reasonably require to settle or oppose such claims. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of any such infringement, claim, action or if in Licensor's opinion the Product allegation is likely to become the subject of a claim of infringementbrought or threatened, Licensor shallTNT may, at its sole option and expense: (a) Procure procure for Licensee TNC the right to continue using Use of the Product; orSoftware or infringing part thereof; (b) Modify modify or amend the Software or infringing part thereof, or replace the Product Software or infringing part thereof with a compatibleother software having substantially the same or better capabilities without substantially increasing TNC's costs (for example, functionally equivalent, non-infringing Product(sRAM upgrades shall not be considered to substantially increase TNC's costs whereas replacement of several CPUs will be considered to substantially increase TNC's costs); or, (c) If if neither (a) nor (b) of the foregoing is reasonably practical in Licensor's judgmentcommercially practicable terminate this Agreement and repay to TNC a portion, remove the Product and issue Licensee a pro rata credit based upon if any, of the License fees Fee equal to the amount paid by TNC less one-forty-eighth (1/48) thereof for each month or portion thereof that this Agreement has been in effect, whereupon TNT and TNC will be released from any further obligation to the other under this Agreement, except for the Product prorated over a thirty-six (36) month period from the date obligations of shipment of the Productindemnification provided for above and such other obligations that survive termination. Thereafter, termination The foregoing obligations shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section not apply to the extent the alleged infringement results from (i) modification arises as a result of modifications to the Product Software made by any party other than by Licensor; (ii) TNT or TNT's authorized representative. The foregoing states the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property TNT with respect to infringement of any kindpatent, copyright, trade secret or other proprietary right.

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a patent, copyright, trademark or trademark, trade secret or proprietary right violation which concerns the Product used within the scope of the Agreement License hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on However, Licensee must promptly notifying notify Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given shall have sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's ’s prior written consent. If an injunction or order is obtained against Licensee's ’s use of the Product by reason of the allegations of infringement, or if in Licensor’s or Licensee's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's ’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.