Common use of Infringement by Logo Clause in Contracts

Infringement by Logo. 1) Partner shall promptly notify RSA of any suspected infringement or challenge to the Logo or any constituent elements. 2) RSA shall, at RSA’s expense, defend Partner against any third party claim made against Partner that the Logo infringes any trademark rights enforceable in the Territory, and pay the resulting costs and damages awarded against Partner by a court of competent jurisdiction, provided Partner (i) notifies RSA promptly in writing of such claim, (ii) grants RSA sole control over the defense and settlement thereof, and (iii) reasonably cooperates in response to an RSA request for assistance. Should the Logo become, or in RSA’s opinion be likely to become the subject of such a claim, RSA shall, at its option and expense, (a) procure for Partner the right to continue use the Logo; (b) replace or modify the Logo to make it non-infringing, and in which case Partner shall cease use of the earlier version of the Logo; or (c) terminate this Logo License. RSA shall not have any liability for any intellectual property claim based on Partner’s use of the Logo after RSA’s notice to Partner that Partner shall cease use of the Logo. 3) THIS SECTION 11.E STATES RSA’S ENTIRE LIABILITY WITH RESPECT TO ALLEGED INFRINGEMENT CONCERNING THE LOGO OR ANY OTHER INTELLECTUAL PROPERTY RIGHT. This Alliance Partner Addendum (the “Alliance Partner Addendum”) is incorporated by reference into the RSA SecurWorld Partner Program Agreement only for Partners who have been authorized in writing by RSA as Alliance Partners. Unless otherwise specified herein, all capitalized terms not defined herein shall have the meanings set forth in the Agreement. This Alliance Partner Addendum constitutes a supplement to the Agreement for Alliance Partners. All terms of the Agreement shall remain in full force and effect except to the extent this Alliance Partner Addendum expressly modifies or conflicts with the terms thereof, in which case the terms in this Alliance Partner Addendum shall take precedence.

Infringement by Logo. 1) Partner shall promptly notify RSA of any suspected infringement or challenge to the Logo or any constituent elements. 2) RSA shall, at RSA’s expense, defend Partner against any third party claim made against Partner that the Logo infringes any trademark rights enforceable in the Territory, and pay the resulting costs and damages awarded against Partner by a court of competent jurisdiction, provided Partner (i) notifies RSA promptly in writing of such claim, (ii) grants RSA sole control over the defense and settlement thereof, and (iii) reasonably cooperates in response to an RSA request for assistance. Should the Logo become, or in RSA’s opinion be likely to become the subject of such a claim, RSA shall, at its option and expense, (a) procure for Partner the right to continue use the Logo; (b) replace or modify the Logo to make it non-non- infringing, and in which case Partner shall cease use of the earlier version of the Logo; or (c) terminate this Logo License. RSA shall not have any liability for any intellectual property claim based on Partner’s use of the Logo after RSA’s notice to Partner that Partner shall cease use of the Logo. 3) THIS SECTION 11.E STATES RSA’S ENTIRE LIABILITY WITH RESPECT TO ALLEGED INFRINGEMENT CONCERNING THE LOGO OR ANY OTHER INTELLECTUAL PROPERTY RIGHT. EXHIBIT A ALLIANCE PARTNER ADDENDUM This Alliance Partner Addendum (the “Alliance Partner Addendum”) is incorporated by reference into the RSA SecurWorld Partner Program Agreement only for Partners who have been authorized in writing by RSA as Alliance Partners. Unless otherwise specified herein, all capitalized terms not defined herein shall have the meanings set forth in the Agreement. This Alliance Partner Addendum constitutes a supplement to the Agreement for Alliance Partners. All terms of the Agreement shall remain in full force and effect except to the extent this Alliance Partner Addendum expressly modifies or conflicts with the terms thereof, in which case the terms in this Alliance Partner Addendum shall take precedence. ORDERING AGREEMENTS. If Alliance Partner purchases products or services from RSA, Alliance Partner will order from the applicable RSA entity until further notice, and such purchases are subject to and governed by the existing Master Alliance, Strategic Alliance or any substantially similar existing agreement (“RSA Ordering Agreement”). If no RSA Ordering Agreement is in place between Alliance Partner and RSA, Alliance Partner must execute an RSA Ordering Agreement in order to purchase products and services directly from RSA for resale. EXHIBIT B DISTRIBUTOR ADDENDUM This Distributor Addendum (the “Distributor Addendum”) is incorporated by reference into the RSA SecurWorld Partner Program Agreement only for Partners who have been authorized in writing by RSA as Distributors. Unless otherwise specified herein, all capitalized terms not defined herein shall have the meanings set forth in the Agreement. This Distributor Addendum constitutes a supplement to the Agreement for Distributors. All terms of the Agreement shall remain in full force and effect except to the extent this Distributor Addendum expressly modifies or conflicts with the terms thereof, in which case the terms in this Distributor Addendum shall take precedence.

Infringement by Logo. 1) Partner shall promptly notify RSA SecurID of any suspected infringement or challenge to the Logo or any constituent elements. 2) RSA SecurID shall, at RSASecurID’s expense, defend Partner against any third party claim made against Partner that the Logo infringes any trademark rights enforceable in the Territory, and pay the resulting costs and damages awarded against Partner by a court of competent jurisdiction, provided Partner (i) notifies RSA SecurID promptly in writing of such claim, (ii) grants RSA SecurID sole control over the defense and settlement thereof, and (iii) reasonably cooperates in response to an RSA a SecurID request for assistance. Should the Logo become, or in RSASecurID’s opinion be likely to become the subject of such a claim, RSA SecurID shall, at its option and expense, (a) procure for Partner the right to continue use the Logo; (b) replace or modify the Logo to make it non-non- infringing, and in which case Partner shall cease use of the earlier version of the Logo; or (c) terminate this Logo License. RSA SecurID shall not have any liability for any intellectual property claim based on Partner’s use of the Logo after RSASecurID’s notice to Partner that Partner shall cease use of the Logo. 3) THIS SECTION 11.E STATES RSASECURID’S ENTIRE LIABILITY WITH RESPECT TO ALLEGED INFRINGEMENT CONCERNING THE LOGO OR ANY OTHER INTELLECTUAL PROPERTY RIGHT. EXHIBIT A ALLIANCE PARTNER ADDENDUM This Alliance Partner Addendum (the “Alliance Partner Addendum”) is incorporated by reference into the RSA SecurWorld Partner Program Agreement only for Partners who have been authorized in writing by RSA SecurID as Alliance Partners. Unless otherwise specified herein, all capitalized terms not defined herein shall have the meanings set forth in the Agreement. This Alliance Partner Addendum constitutes a supplement to the Agreement for Alliance Partners. All terms of the Agreement shall remain in full force and effect except to the extent this Alliance Partner Addendum expressly modifies or conflicts with the terms thereof, in which case the terms in this Alliance Partner Addendum shall take precedence. ORDERING AGREEMENTS. If Alliance Partner purchases products or services from SecurID, Alliance Partner will order from the applicable SecurID entity until further notice, and such purchases are subject to and governed by the existing Master Alliance, Strategic Alliance or any substantially similar existing agreement (“SecurID Ordering Agreement”). If no SecurID Ordering Agreement is in place between Alliance Partner and SecurID, Alliance Partner must execute a SecurID Ordering Agreement in order to purchase products and services directly from SecurID for resale. EXHIBIT B DISTRIBUTOR ADDENDUM This Distributor Addendum (the “Distributor Addendum”) is incorporated by reference into the Agreement only for Partners who have been authorized in writing by SecurID as Distributors. Unless otherwise specified herein, all capitalized terms not defined herein shall have the meanings set forth in the Agreement. This Distributor Addendum constitutes a supplement to the Agreement for Distributors. All terms of the Agreement shall remain in full force and effect except to the extent this Distributor Addendum expressly modifies or conflicts with the terms thereof, in which case the terms in this Distributor Addendum shall take precedence.