Common use of Indemnity by DST Clause in Contracts

Indemnity by DST. (a) Subject to the dollar cap on damages set forth in Section 6.2, DST hereby indemnifies and holds Client harmless from, and shall defend it against any and all third party claims, demands, costs, expenses and other liabilities, including reasonable attorneys’ fees, arising from or in connection with DST’s breach of its obligations under this Schedule and related Service Exhibit, except to the extent such liabilities result from the failure by Client to perform its obligations under this Schedule or such claims, demands, costs, expenses and other liabilities are the result of Client’s negligence, willful misconduct or bad faith. (b) DST shall indemnify, defend and hold Client harmless from all costs and damages, including reasonable attorney’s fees, which Client is required to pay to any third party as a result of a claim against Client in which it is alleged that DST’s FAN Services used by Client infringes any patent, trademark or copyright of such third party (an “Infringement Claim”); provided that (i) the FAN Services are not used by Client in conjunction with any other product or service not provided by DST in a manner that causes the FAN Services (or any portion thereof) to infringe, (ii) Client uses the FAN Services only in accordance with the terms of this Schedule and (iii) the defense and settlement of such suit or proceeding is controlled by DST. DST’s indemnity obligations under this Subsection 6.4(b) shall not exceed, as to any and all claims, an amount exceeding the aggregate fees received by DST pursuant to Article HI during the most recent twenty-four (24) months of all FAN Services. In the event the FAN Services (or one or more functions thereof) become the subject of an infringement claim, then DST shall be entitled at any time, at its discretion, to discharge its obligations by (a) procuring for Client a license or other right to continue using the FAN Services or the infringing portion thereof, or (b) modifying or replacing the FAN Services or the infringing part thereof, provided all material functionality is retained. If DST is not able to accomplish alternatives (a) or (b) above after having exercised reasonable commercial efforts, then either DST or Client may terminate Client’s right to use the FAN Services upon 10 days written notice to the other Party. This Subsection 6.4(b) states DST’s sole liability and sole obligations with respect to any Infringement Claim. FORM OF TA AMENDMENT

Indemnity by DST. (a) Subject to the dollar cap on damages set forth in Section 6.2, DST hereby indemnifies and holds Client harmless from, and shall defend it against any and all third party claims, demands, costs, expenses and other liabilities, including reasonable attorneys’ fees, arising from or in connection with DST’s breach of its obligations under this Schedule and related Service Exhibit, except to the extent such liabilities result from the failure by Client to perform its obligations under this Schedule or such claims, demands, costs, expenses and other liabilities are the result of Client’s negligence, willful misconduct or bad faith. (b) DST shall indemnify, defend and hold Client harmless from all costs and damages, including reasonable attorney’s fees, which Client is required to pay to any third party as a result of a claim against Client in which it is alleged that DST’s FAN Services used by Client infringes any patent, trademark or copyright of such third party (an “Infringement Claim”); provided that (i) the FAN Services are not used by Client in conjunction with any other product or service not provided by DST in a manner that causes the FAN Services (or any portion thereof) to infringe, (ii) Client uses the FAN Services only in accordance with the terms of this Schedule and (iii) the defense and settlement of such suit or proceeding is controlled by DST. DST’s indemnity obligations under this Subsection 6.4(b) shall not exceed, as to any and all claims, an amount exceeding the aggregate fees received by DST pursuant to Article HI during the most recent twenty-four (24) months of all FAN Services. In the event the FAN Services (or one or more functions thereof) become the subject of an infringement claim, then DST shall be entitled at any time, at its discretion, to discharge its obligations by (a) procuring for Client a license or other right to continue using the FAN Services or the infringing portion thereof, or (b) modifying or replacing the FAN Services or the infringing part thereof, provided all material functionality is retained. If DST is not able to accomplish alternatives (a) or (b) above after having exercised reasonable commercial efforts, then either DST or Client may terminate Client’s right to use the FAN Services upon 10 days written notice to the other Party. This Subsection 6.4(b) states DST’s sole liability and sole obligations with respect to any Infringement Claim. FORM OF TA AMENDMENT.

Indemnity by DST. (a) Subject to the dollar cap on damages set forth in Section 6.2, DST hereby indemnifies and holds Client harmless from, and shall defend it against any and all third party claims, demands, costs, expenses and other liabilities, including reasonable attorneys’ ' fees, arising from or in connection with DST’s 's breach of its obligations under this Schedule and related Service Exhibit, except to the extent such liabilities result from the failure by Client to perform its obligations under this Schedule or such claims, demands, costs, expenses and other liabilities are the result of Client’s 's negligence, willful misconduct or bad faith. (b) DST shall indemnify, defend and hold Client harmless from all costs and damages, including reasonable attorney’s 's fees, which Client is required to pay to any third party as a result of a claim against Client in which it is alleged that DST’s 's FAN Services used by Client infringes any patent, trademark or copyright of such third party (an “"Infringement Claim”"); provided that (i) the FAN Services are not used by Client in conjunction with any other product or service not provided by DST in a manner that causes the FAN Services (or any portion thereof) to infringe, (ii) Client uses the FAN Services only in accordance with the terms of this Schedule and (iii) the defense and settlement of such suit or proceeding is controlled by DST. DST’s 's indemnity obligations under this Subsection 6.4(b) shall not exceed, as to any and all claims, an amount exceeding the aggregate fees received by DST pursuant to Article HI Ill during the most recent twenty-four (24) months of all FAN Services. In the event the FAN Services (or one or more functions thereof) become the subject of an infringement claim, then DST shall be entitled at any time, at its discretion, to discharge its obligations by (a) procuring for Client a license or other right to continue using the FAN Services or the infringing portion thereof, or (b) modifying or replacing the FAN Services or the infringing part thereof, provided all material functionality is retained. If DST is not able to accomplish alternatives (a) or (b) above after having exercised reasonable commercial efforts, then either DST or Client may terminate Client’s 's right to use the FAN Services upon 10 days written notice to the other Party. This Subsection 6.4(b) states DST’s 's sole liability and sole obligations with respect to any Infringement Claim. FORM OF TA AMENDMENT.