Common use of Infringement Claims Clause in Contracts

Infringement Claims. XXXX will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXX’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: (a) procure for Licensee the right to continue using the Services; (b) replace or modify the Services so that it becomes non-infringing; or (c) accept return of the Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such Services upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.

Infringement Claims. XXXX CUSI will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the CWP or the CWP Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXXCUSI’s request and expense, assisting in such defense. If the Licensed Software CWP becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: : (a) procure for Licensee the right to continue using the CWP Services; (b) replace or modify the CWP Services so that it becomes non-infringing; or (c) accept return of the CWP Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such CWP Services upon such termination, computed according to a thirty-thirty- six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 8.1 or otherwise with respect to any infringement claim based upon: (i) any use of the CWP Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the CWP Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the CWP Services other than the most current release made available to Licensee; or (iv) any modification of the CWP Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 10.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.

Infringement Claims. XXXX will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services Licensed Software infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXX’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: (a) procure for Licensee the right to continue using the ServicesLicensed Software; (b) replace or modify the Services Licensed Software so that it becomes non-infringing; or (c) accept return of the ServicesLicensed Software, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such Services Licensed Software upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 8.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services Licensed Software not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services Licensed Software in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services Licensed Software other than the most current release made available to Licensee; or (iv) any modification of the Services Licensed Software by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 8.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.

Infringement Claims. XXXX CUSI will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services Licensed Software infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXXCUSI’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: (a) procure for Licensee the right to continue using the ServicesLicensed Software; (b) replace or modify the Services Licensed Software so that it becomes non-infringing; or (c) accept return of the ServicesLicensed Software, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such Services Licensed Software upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 8.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services Licensed Software not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services Licensed Software in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services Licensed Software other than the most current release made available to Licensee; or (iv) any modification of the Services Licensed Software by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 8.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.

Infringement Claims. XXXX will defend 11.1 NCR will, at its own expense expense, defend you against any action IP Claim. NCR will also pay the damages, costs, and attorneys’ fees that are awarded against Licensee you in a final, non-appealable court judgment for the IP Claim, or required to be paid by you or on your behalf in a settlement of the IP Claim that NCR has agreed to in writing. As used in this Section 11, an “IP Claim” means a suit brought against you by a third party to the extent the suit alleges that your use of a purchased Product infringes a patent or copyright of the third party. 11.2 NCR’s obligations set forth in Section 11.1 are subject to you: (a) providing prompt written notice that the action IP Claim has been threatened or brought, whichever is based upon a claim that sooner (the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action“Claim Notice”); (2b) giving CUSI providing NCR sole control of the defense thereof and any related appeal or settlement negotiations(at NCR’s discretion) of the IP Claim (collectively, “Defense or Settlement”); (c) cooperating with respect to the Defense or Settlement; (d) providing NCR with requested documentation and information relevant to the IP Claim or the Defense or Settlement; and (3e) cooperating and, at XXXX’s request and expense, assisting in such defensecomplying with all court orders. If your delay in providing the Licensed Software becomesClaim Notice causes detriment to NCR with respect to the defense or resolution of the IP Claim, the obligations set forth in Section 11.1 will not apply to the IP Claim. Notwithstanding any other provision of this Agreement, NCR is not responsible for any fees (including attorneys’ fees), expenses, costs, judgments, or in CUSI’s opinion is likely awards that are incurred prior to become, its receipt of the subject of an infringement claim, CUSI Claim Notice from you. NCR will have the sole right to select counsel. You may, at its option and your sole expense, either:engage additional counsel of your choosing for purposes of conferring with NCR’s counsel. 11.3 The obligations set forth in Section 11.1 will not apply to an IP Claim if the alleged infringement is based on, caused by, or results from (a) procure for Licensee the right to continue using the ServicesNCR’s compliance with any of your designs, specifications, or instructions; (b) replace or modify modification of the Services so that it becomes non-infringingProduct other than by NCR; or (c) accept return any product or service not provided by NCR to you or (d) combination or use of the ServicesProduct with any product or service not provided by NCR to you. 11.4 If an intellectual property infringement allegation is brought or threatened against a purchased Product, terminate this Agreementor NCR believes that such an allegation may be brought or threatened, NCR may obtain a license for the Product; modify the Product; or replace the Product with a product having substantially the same functionality. If NCR in whole or in part, as appropriateits discretion determines that none of the foregoing is available on a reasonable basis, upon NCR’s written notice to Licensee you (a) NCR may cease delivering the affected Products and refund to Licensee the Fees any amount that you have pre-paid for any such Services upon such terminationProducts not yet delivered and (b) you will promptly return all of the affected Software or Hardware to NCR, computed according to and NCR will refund the price you paid NCR for that Software or Hardware, less depreciation on a thirty-six (36) month five year straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this basis. 11.5 This Section 9.1 or otherwise 11 sets forth NCR’s entire obligations and your exclusive remedies with respect to any infringement claim based upon: (i) IP Claim or any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENTintellectual property infringement.

Infringement Claims. XXXX CUSI will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXXCUSI’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: (a) procure for Licensee the right to continue using the Services; (b) replace or modify the Services so that it becomes non-infringing; or (c) accept return of the Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such Services upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.

Infringement Claims. XXXX CUSI will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services MMRS infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXX’s request and expense, assisting in such defense. If the Licensed Software MMRS becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: : (a) procure for Licensee the right to continue using the ServicesMMRS; (b) replace or modify the Services MMRS so that it becomes non-infringing; or (c) accept return of the ServicesMMRS, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such Services MMRS upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 7.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services MMRS not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services MMRS in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services MMRS other than the most current release made available to Licensee; or (iv) any modification of the Services MMRS by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 7.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.

Infringement Claims. XXXX CUSI will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services Licensed Software infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXXCUSI’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: : (a) procure for Licensee the right to continue using the ServicesLicensed Software; (b) replace or modify the Services Licensed Software so that it becomes non-infringing; or (c) accept return of the ServicesLicensed Software, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such Services Licensed Software upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 8.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services Licensed Software not in accordance with this Agreement, including without limitation Agreement or the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.;

Infringement Claims. XXXX will defend In connection with Licenses granted hereunder, AirWatch, at its own expense sole expense, agrees to defend and indemnify Customer against any action against Licensee brought third party claim that Customer’s use of the Software, as delivered by AirWatch to Customer and used in accordance with this XXXX and the Documentation, directly infringes a third party to the extent that the action is based upon copyright or issued patent or directly misappropriates a claim that the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third partysecret (an “Infringement Claim”), and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licenseeprovided that: (1i) notifying CUSI promptly Customer notifies AirWatch in writing within thirty (30) days of such actionthe Infringement Claim; (2ii) giving CUSI AirWatch has sole control of the defense thereof and any all related settlement negotiations, as long as such settlement shall not include a financial obligation for Customer; and (3iii) cooperating andCustomer provides AirWatch with the information, at XXXXassistance and authority to enable AirWatch to perform AirWatch’s request and expenseobligations under this Section. In any action based on an Infringement Claim, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI mayAirWatch, at its option and its own expense, either: may: (a1) procure for Licensee the right for Customer to continue using the ServicesSoftware in accordance with the provisions of this XXXX; (2) make such alterations, modifications or adjustments to the Software so that the infringing Software becomes non-infringing without incurring a material diminution in performance or function; (3) replace the Software with a non-infringing substantially similar substitute; or (4) if (1), (2), or (3) cannot be achieved after the exercise of commercially reasonable efforts, either party may terminate the License. If a Subscription License is terminated pursuant to this Section, AirWatch shall refund to Customer the unused remainder of any Subscription License fees and Other Fees prepaid by Customer and received by AirWatch. If a Perpetual License is terminated pursuant to this Section, AirWatch shall refund to Customer the amortized remainder of the Perpetual License fees (based on a three (3) year depreciation period from the Delivery Date) and the unused remainder of any prepaid Other Fees received by AirWatch. If a Trial License is terminated pursuant to this Section, no payment shall be due Customer. In connection with any termination pursuant to this Section, Customer shall comply with all post-termination requirements set forth in this XXXX. AirWatch shall have no liability or obligations for an infringement claim pursuant to this Section to the extent that it results from: (a) modifications to the Software made by a party other than AirWatch or under the direct control of AirWatch; (b) replace the combination, operation or modify use of the Services so that it becomes Software with non-infringingAirWatch equipment, devices, software or data, unless the claim would not have occurred but for the use of the Software in the combination, operation or use; or (c) accept return of the Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such Services upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services not Software outside the scope of this XXXX or in accordance with this Agreement, including without limitation contravention of the Documentation; (iid) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any AirWatch’s use of any release of designs, plans, instructions, specifications, diagrams or the Services other than like, provided by Customer, if any; or (e) Customer’s failure to use all available Enhancements and Updates to the most current release Software made available to Licensee; or (iv) any modification of Customer by AirWatch, if the Services by any person other than CUSI or claim would not have occurred but for such failure. Nothing in this provision shall be construed as a limitation on Customer’s ability to retain legal counsel at its authorized agents or subcontractorsown expense to monitor the proceedings. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENTThis Section sets forth Customer’s sole and exclusive remedies with respect to Infringement Claims.

Infringement Claims. XXXX will defend 11.1 NCR will, at its own expense expense, defend you against any action IP Claim. NCR will also pay the damages, costs, and attorneys’ fees that are awarded against Licensee you in a final, non-appealable court judgment for the IP Claim, or required to be paid by you or on your behalf in a settlement of the IP Claim that NCR has agreed to in writing. As used in this Section 6, an “IP Claim” means a suit brought against you by a third party to the extent the suit alleges that your use of a purchased Product infringes a patent or copyright of the third party. 11.2 NCR’s obligations set forth in Section 6.1 are subject to you: (a) providing prompt written notice that the action IP Claim has been threatened or brought, whichever is based upon a claim that sooner (the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action“Claim Notice”); (2b) giving CUSI providing NCR sole control of the defense thereof and any related appeal or settlement negotiations(at NCR’s discretion) of the IP Claim (collectively, “Defense or Settlement”); (c) cooperating with respect to the Defense or Settlement; (d) providing NCR with requested documentation and information relevant to the IP Claim or the Defense or Settlement; and (3e) cooperating and, at XXXX’s request and expense, assisting in such defensecomplying with all court orders. If your delay in providing the Licensed Software becomesClaim Notice causes detriment to NCR with respect to the defense or resolution of the IP Claim, the obligations set forth in Section 6.1 will not apply to the IP Claim. Notwithstanding any other provision of this Agreement, NCR is not responsible for any fees (including attorneys’ fees), expenses, costs, judgments, or in CUSI’s opinion is likely awards that are incurred prior to become, its receipt of the subject of an infringement claim, CUSI Claim Notice from you. NCR will have the sole right to select counsel. You may, at its option and your sole expense, either:engage additional counsel of your choosing for purposes of conferring with NCR’s counsel. 11.3 The obligations set forth in Section 6.1 will not apply to an IP Claim if the alleged infringement is based on, caused by, or results from (a) procure for Licensee the right to continue using the ServicesNCR’s compliance with any of your designs, specifications, or instructions; (b) replace modification of the Product other than by NCR; (c) any product or modify the Services so that it becomes non-infringingservice not provided by NCR to you; or (cd) accept return combination or use of the ServicesProduct with any product or service not provided by NCR to you. 11.4 If an intellectual property infringement allegation is brought or threatened against a purchased Product, terminate this Agreementor NCR believes that such an allegation may be brought or threatened, NCR may obtain a license for the Product; modify the Product; or replace the Product with a product having substantially the same functionality. If NCR in whole or in part, as appropriateits discretion determines that none of the foregoing is available on a reasonable basis, upon NCR’s written notice to Licensee you: (a) NCR may cease delivering the affected Products and refund to Licensee the Fees any amount that you have pre-paid for any such Services upon such terminationProducts not yet delivered; and (b) you will promptly return all of the affected Software or Hardware to NCR, computed according to and NCR will refund the price you paid NCR for that Software or Hardware, less depreciation on a thirty-six (36) month 5 year straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this basis. 11.5 This Section 9.1 or otherwise 6 sets forth NCR’s entire obligations and your exclusive remedies with respect to any infringement claim based upon: (i) IP Claim or any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENTintellectual property infringement.

Infringement Claims. XXXX will defend 11.1 NCR will, at its own expense expense, defend you against any action IP Claim. NCR will also pay the damages, costs, and attorneys’ fees that are awarded against Licensee you in a final, non-appealable court judgment for the IP Claim, or required to be paid by you or on your behalf in a settlement of the IP Claim that NCR has agreed to in writing. As used in this Section 11, an “IP Claim” means a suit brought against you by a third party to the extent the suit alleges that your use of a purchased Product infringes a patent or copyright of the third party. 11.2 NCR’s obligations set forth in Section 11.1 are subject to you: (a) providing prompt written notice that the action IP Claim has been threatened or brought, whichever is based upon a claim that sooner (the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action“Claim Notice”); (2b) giving CUSI providing NCR sole control of the defense thereof and any related appeal or settlement negotiations(at NCR’s discretion) of the IP Claim (collectively, “Defense or Settlement”); (c) cooperating with respect to the Defense or Settlement; (d) providing NCR with requested documentation and information relevant to the IP Claim or the Defense or Settlement; and (3e) cooperating and, at XXXX’s request and expense, assisting in such defensecomplying with all court orders. If your delay in providing the Licensed Software becomesClaim Notice causes detriment to NCR with respect to the defense or resolution of the IP Claim, the obligations set forth in Section 11.1 will not apply to the IP Claim. Notwithstanding any other provision of this Agreement, NCR is not responsible for any fees (including attorneys’ fees), expenses, costs, judgments, or in CUSI’s opinion is likely awards that are incurred prior to become, its receipt of the subject of an infringement claim, CUSI Claim Notice from you. NCR will have the sole right to select counsel. You may, at its option and your sole expense, either:engage additional counsel of your choosing for purposes of conferring with NCR’s counsel. 11.3 The obligations set forth in Section 11.1 will not apply to an IP Claim if the alleged infringement is based on, caused by, or results from (a) procure for Licensee the right to continue using the Services; NCR’s compliance with any of your designs, specifications, or instructions, (b) replace or modify modification of the Services so that it becomes non-infringing; or Product other than by NCR, (c) accept return any product or service not provided by NCR to you or (d) combination or use of the ServicesProduct with any product or service not provided by NCR to you. 11.4 If an intellectual property infringement allegation is brought or threatened against a purchased Product, terminate this Agreementor NCR believes that such an allegation may be brought or threatened, NCR may obtain a license for the Product; modify the Product; or replace the Product with a product having substantially the same functionality. If NCR in whole or in part, as appropriateits discretion determines that none of the foregoing is available on a reasonable basis, upon NCR’s written notice to Licensee you (a) NCR may cease delivering the affected Products and refund to Licensee the Fees any amount that you have pre-paid for any such Services upon such terminationProducts not yet delivered and (b) you will promptly return all of the affected Software or Hardware to NCR, computed according to and NCR will refund the price you paid NCR for that Software or Hardware, less depreciation on a thirty-six (36) month five year straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this basis. 11.5 This Section 9.1 or otherwise 11 sets forth NCR’s entire obligations and your exclusive remedies with respect to any infringement claim based upon: (i) IP Claim or any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENTintellectual property infringement.

Infringement Claims. XXXX will defend 11.1 NCR will, at its own expense expense, defend you against any action IP Claim. NCR will also pay the damages, costs, and attorneys’ fees that are awarded against Licensee you in a final, non-appealable court judgment for the IP Claim, or required to be paid by you or on your behalf in a settlement of the IP Claim that NCR has agreed to in writing. As used in this Section 6, an “IP Claim” means a suit brought against you by a third party to the extent the suit alleges that your use of a purchased Product infringes a patent or copyright of the third party. 11.2 NCR’s obligations set forth in Section 6.1 are subject to you: (a) providing prompt written notice that the action IP Claim has been threatened or brought, whichever is based upon a claim that sooner (the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action“Claim Notice”); (2b) giving CUSI providing NCR sole control of the defense thereof and any related appeal or settlement negotiations(at NCR’s discretion) of the IP Claim (collectively, “Defense or Settlement”); (c) cooperating with respect to the Defense or Settlement; (d) providing NCR with requested documentation and information relevant to the IP Claim or the Defense or Settlement; and (3e) cooperating and, at XXXX’s request and expense, assisting in such defensecomplying with all court orders. If your delay in providing the Licensed Software becomesClaim Notice causes detriment to NCR with respect to the defense or resolution of the IP Claim, the obligations set forth in Section 6.1 will not apply to the IP Claim. Notwithstanding any other provision of this Agreement, NCR is not responsible for any fees (including attorneys’ fees), expenses, costs, judgments, or in CUSI’s opinion is likely awards that are incurred prior to become, its receipt of the subject of an infringement claim, CUSI Claim Notice from you. NCR will have the sole right to select counsel. You may, at its option and your sole expense, either:engage additional counsel of your choosing for purposes of conferring with NCR’s counsel. 11.3 The obligations set forth in Section 6.1 will not apply to an IP Claim if the alleged infringement is based on, caused by, or results from (a) procure for Licensee the right to continue using the ServicesNCR’s compliance with any of your designs, specifications, or instructions; (b) replace modification of the Product other than by NCR; (c) any product or modify the Services so that it becomes non-infringingservice not provided by NCR to you; or (cd) accept return combination or use of the ServicesProduct with any product or service not provided by NCR to you. 11.4 If an intellectual property infringement allegation is brought or threatened against a purchased Product, terminate this Agreementor NCR believes that such an allegation may be brought or threatened, NCR may obtain a license for the Product; modify the Product; or replace the Product with a product having substantially the same functionality. If NCR in whole or in part, as appropriateits discretion determines that none of the foregoing is available on a reasonable basis, upon NCR’s written notice to Licensee you: (a) NCR may cease delivering the affected Products and refund to Licensee the Fees any amount that you have pre-paid for any such Services upon such terminationProducts not yet delivered; and (b) you will promptly return all of the affected Software or Hardware to NCR, computed according to and NCR will refund the price you paid NCR for that Software or Hardware, less depreciation on a thirty-six (36) month 5 year straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. basis. 11.5 THIS SECTION 9.1 STATES CUSI6 SETS FORTH NCR’S ENTIRE LIABILITY OBLIGATIONS AND LICENSEE’S YOUR EXCLUSIVE REMEDY FOR REMEDIES WITH RESPECT TO ANY CLAIMS OF IP CLAIM OR ANY INTELLECTUAL PROPERTY INFRINGEMENT.

Infringement Claims. XXXX CUSI will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the CWP or the CWP Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXX’s request and expense, assisting in such defense. If the Licensed Software CWP becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: : (a) procure for Licensee the right to continue using the CWP Services; (b) replace or modify the CWP Services so that it becomes non-infringing; or (c) accept return of the CWP Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such CWP Services upon such termination, computed according to a thirty-thirty- six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 8.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.any

Infringement Claims. XXXX will defend at its own expense In the event of any claim, demand, suit, action or proceeding brought against Licensee brought either or both of Licensor or Licensee, by a third party to the extent any person, firm or corporation, alleging or claiming that the action is based upon Technology (in itself and not in combination with other technology or art of Licensee or a claim that the Services sublicensee) as practiced by Licensee or its sublicensees, infringes on any valid United States patents or any copyrights patent right or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement secret of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXX’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, eitherclaimant: (a) procure for Licensee the right to continue using the Services; shall promptly notify Licensor of any such claim, demand, suit, action, or proceeding brought against Licensee. (b) replace or modify Licensor shall thereupon, at its own expense, and in its discretion either (i) render the Services so that it becomes Technology non-infringing; , (ii) procure a license or right from the claimant to enable Licensee to practice the patent or trade secret of such claimant, or (iii) settle or defend on behalf of itself and Licensee, its affiliates and their agents, employees, directors and permitted assigns such claim, demand, suit, action or proceeding, and, in the event any judgment or settlement is rendered against either or both of Licensor or Licensee, its affiliates and their agents, employees, directors and authorized assigns for damages in any such suit, action or proceeding, Licensor shall indemnify and save harmless Licensee, its affiliates and their agents, employees, directors and authorized assigns from all such costs and damages, but only in this regard only in any fiscal year of Licensee to the extent of fifty percent (50%) of Running Royalties accruing to Licensor in such year. (c) accept return If Licensor fails to timely dispose of the Servicesabove mentioned claims, terminate this Agreementdemands, suits, actions, or proceedings as provided in whole or in partsub-section (b) above, as appropriateLicensee shall have the right, upon written notice notification to Licensee Licensor, but not the obligation, to take all necessary action on behalf of itself and refund Licensor, and deduct up to Licensee the Fees paid for in any fiscal year not more than fifty percent (50%) of reasonable costs, expenses and damages arising in this regard in such Services upon such termination, computed according year from Running Royalties payable to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied Licensor by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.

Infringement Claims. XXXX will defend at (a) CIC reserves the right, in its own expense sole discretion, to first institute any proceedings or take other action against Licensee brought by a third third-party infringers or violators of any intellectual property rights relating to the extent that the action is based upon a claim that the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third partyLicensed Trademarks, and CUSI will pay those Buyer shall refrain from doing so, provided CIC takes action. In such a case, Buyer shall reasonably cooperate with CIC in any legal or administrative action taken by CIC against such third parties, in which case all legal costs and fees shall be borne by CIC. Unless CIC is entitled to indemnification or other recovery under this Agreement, the Transaction Agreement or otherwise, CIC shall pay all expenses of such actions, and all damages finally or proceeds which may be awarded against Licensee or agreed upon in settlement of such action shall first be used to pay any and all legal fees and expenses incurred by CIC and Buyer in connection with such action, with any remainder being allocated on a pro rata basis to CIC and Buyer based on the damages incurred by each Party. In connection with any action(s) involving any of the Licensed Trademarks, Buyer agrees that CIC may include Buyer as a party plaintiff in any such action that are specifically attributable to such claim (or those costs join Buyer in an action) at CIC’s sole expense, and all damages or proceeds which may be awarded or agreed to upon in a monetary settlement of such action shall first be used to pay any and all legal fees and expenses incurred by CIC and Buyer in connection with such action. The foregoing obligations are conditioned , with any remainder being allocated on Licensee: a pro rata basis to CIC and Buyer based on the damages incurred by each Party. (1b) notifying CUSI promptly in writing In the event CIC declines to institute any proceedings or take other action against third-party infringers or violators of any intellectual property rights relating to the Licensed Trademarks within thirty (30) days after being notified or becoming aware of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating andinfringing conduct, at XXXX’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: (a) procure for Licensee Buyer shall have the right to continue using institute any proceedings against such third-party infringers or violators of any intellectual property rights relating to the Services; (b) replace Licensed Trademarks. In such event, CIC and the Company shall reasonably cooperate with Buyer in any legal or modify the Services so that it becomes non-infringing; administrative action taken by Buyer against such third parties, in which case all legal costs and fees shall be borne by Buyer. Unless Buyer is entitled to indemnification or (c) accept return of the Services, terminate other recovery under this Agreement, the Transaction Agreement or otherwise, Buyer shall pay all expenses of such actions, and all damages which may be awarded or agreed upon in whole or settlement of such action shall first be used to pay any and all legal fees and expenses incurred by CIC and Buyer in partconnection with such action, as appropriate, upon written notice with any remainder accruing to Licensee and refund to Licensee the Fees paid for Buyer. In connection with any such Services upon such termination, computed according to a thirty-six (36action(s) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to involving any infringement claim based upon: (i) any use of the Services not Licensed Trademarks, CIC and the Company agree that Buyer may include CIC as a party plaintiff in accordance any such action (or join CIC in an action or proceeding) at Buyer’s sole expense, and proceeds from such action(s) shall first be used to pay any and all legal fees and expenses incurred by CIC and Buyer in connection with such action, with any remainder retained solely by Buyer. Unless Buyer is entitled to indemnification or other recovery under this Agreement, including without limitation the Documentation; (iiTransaction Agreement or otherwise, Buyer shall reimburse CIC for the reasonable, out-of-pocket expenses or legal fees incurred by CIC in joining such action(s) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENTas a party plaintiff.

Infringement Claims. XXXX will defend 11.1 NCR will, at its own expense expense, defend you against any action IP Claim. NCR will also pay the damages, costs, and attorneys’ fees that are awarded against Licensee you in a final, non-appealable court judgment for the IP Claim, or required to be paid by you or on your behalf in a settlement of the IP Claim that NCR has agreed to in writing. As used in this Section 6, an “IP Claim” means a suit brought against you by a third party to the extent the suit alleges that your use of a purchased Product infringes a patent or copyright of the third party. 11.2 NCR’s obligations set forth in Section 6.1 are subject to you: (a) providing prompt written notice that the action IP Claim has been threatened or brought, whichever is based upon a claim that sooner (the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action“Claim Notice”); (2b) giving CUSI providing NCR sole control of the defense thereof and any related appeal or settlement negotiations(at NCR’s discretion) of the IP Claim (collectively, “Defense or Settlement”); (c) cooperating with respect to the Defense or Settlement; (d) providing NCR with requested documentation and information relevant to the IP Claim or the Defense or Settlement; and (3e) cooperating and, at XXXX’s request and expense, assisting in such defensecomplying with all court orders. If your delay in providing the Licensed Software becomesClaim Notice causes detriment to NCR with respect to the defense or resolution of the IP Claim, the obligations set forth in Section 6.1 will not apply to the IP Claim. Notwithstanding any other provision of this Agreement, NCR is not responsible for any fees (including attorneys’ fees), expenses, costs, judgments, or in CUSI’s opinion is likely awards that are incurred prior to become, its receipt of the subject of an infringement claim, CUSI Claim Notice from you. NCR will have the sole right to select counsel. You may, at its option and your sole expense, either:engage additional counsel of your choosing for purposes of conferring with NCR’s counsel. 11.3 The obligations set forth in Section 6.1 will not apply to an IP Claim if the alleged infringement is based on, caused by, or results from (a) procure for Licensee the right to continue using the ServicesNCR’s compliance with any of your designs, specifications, or instructions; (b) replace modification of the Product other than by NCR; (c) any product or modify the Services so that it becomes non-infringingservice not provided by NCR to you; or (cd) accept return combination or use of the ServicesProduct with any product or service not provided by NCR to you. 11.4 If an intellectual property infringement allegation is brought or threatened against a purchased Product, terminate this Agreementor NCR believes that such an allegation may be brought or threatened, NCR may obtain a license for the Product; modify the Product; or replace the Product with a product having substantially the same functionality. If NCR in whole or in part, as appropriateits discretion determines that none of the foregoing is available on a reasonable basis, upon NCR’s written notice to Licensee you: (a) NCR may cease delivering the affected Products and refund to Licensee the Fees any amount that you have pre-paid for any such Services upon such terminationProducts not yet delivered; and (b) you will promptly return all of the affected Software or Hardware to NCR, computed according to and NCR will refund the price you paid NCR for that Software or Hardware, less depreciation on a thirty-six (36) month 5 year straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. basis. 11.5 THIS SECTION 9.1 STATES CUSI6 SETS FORTH NCR’S ENTIRE LIABILITY OBLIGATIONS AND LICENSEE’S YOUR EXCLUSIVE REMEDY FOR REMEDIES WITH RESPECT TO ANY CLAIMS OF IP CLAIM OR ANY INTELLECTUAL PROPERTY INFRINGEMENT.

Infringement Claims. XXXX CUSI will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services Licensed Software infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXXCUSI’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: : (a) procure for Licensee the right to continue using the ServicesLicensed Software; (b) replace or modify the Services Licensed Software so that it becomes non-infringing; or (c) accept return of the ServicesLicensed Software, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such Services Licensed Software upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 8.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services Licensed Software or the Documentation not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.;

Infringement Claims. XXXX will defend at Principal shall defend, indemnify, and hold Agent, its own expense Affiliates, Channel Partners and End Users harmless against any action against Licensee brought third party liabilities, claims, demands, suits (and any costs, judgments and settlement amounts associated therewith) that the use or disposition of a Pivotal Offerings misappropriates a trade secret or infringes a patent, copyright, or trademark in any of the jurisdictions within which the Pivotal Offerings were sold. Principal shall promptly engage counsel qualified in the subject matter of such dispute upon receiving notice. Principal shall also pay all damages awarded or agreed to under a settlement made by Principal and/or by a third party to the extent that the action is based upon a claim that the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets court of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically final appeal attributable to such claim or those costs and damages agreed to in a monetary settlement of such actionclaim. The foregoing obligations are conditioned on Licensee: Agent will provide Principal (1i) notifying CUSI promptly prompt notice in writing of such actionclaim (but late notice shall not void Principal’s obligations in this Section unless the lateness itself prejudiced Principal’s ability to fulfill its obligations); (2ii) giving CUSI sole control of over the defense thereof and any related settlement negotiationsthereof; and (3iii) cooperating andreasonable cooperation from Agent, as applicable, at XXXXPrincipal’s expense in response to a Principal request and expensefor assistance. When settling or compromising any claim, assisting in such defensePrincipal shall not, without Agent’s written approval, make any admission of facts that expose Agent to the imposition of punitive damages or other claims that are not covered by this indemnification. If the Licensed Software becomesShould any Pivotal Offering become, or in CUSIPrincipal’s opinion is be likely to become, the subject of an infringement such a claim, CUSI mayPrincipal shall, at its option and expense, either: (a) procure for Licensee Agent, Channel Partners and End Users the right to continue using the Servicesmake continued use thereof in accordance with this Agreement; (b) replace or modify the Services affected Pivotal Offering(s) so that it becomes non-infringinginfringing but with substantially equivalent functionality and performance; or (c) if neither (a) nor (b) are reasonably available, accept return of the Services, terminate this Agreement, in whole or in part, as appropriate, affected Pivotal Offering(s) and upon written notice to Licensee and receipt thereof refund to Licensee Agent the Fees price paid for such Services upon such termination, computed according therefore by Agent to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractorsPrincipal. THIS SECTION 9.1 10.2 STATES CUSI’S THE ENTIRE LIABILITY OF PRINCIPAL AND LICENSEEAGENT’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENTWITH RESPECT TO INFRINGEMENT CLAIMS.

Infringement Claims. XXXX Novotx will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services Licensed Software infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI Novotx will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXX’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSINovotx’s opinion is likely to become, the subject of an infringement claim, CUSI Novotx may, at its option and expense, either: : (ai) procure for Licensee the right to continue using the ServicesLicensed Software; (bii) replace or modify the Services Licensed Software so that it becomes non-infringing; or (ciii) accept return of the ServicesLicensed Software, terminate this Agreement, Agreement in whole or in part, part as appropriate, appropriate upon written notice to Licensee Licensee, and refund to Licensee a pro-rata portion of the Fees fees paid for such Services upon Licensed Software (if any) to reflect the period of lost use. If the License Term is perpetual, such termination, pro-rata refund will be computed according to a thirty-six (36) month straight-line amortization schedule beginning on upon delivery of the Effective DateLicensed Software; otherwise, the pro-rata refund will be the unused portion of license fees paid for the period affected by the termination. Notwithstanding the foregoing, CUSI Novotx will have no obligation under this Section 9.1 7.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services Licensed Software not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services Licensed Software in combination with products, equipment, software, data, or data services not supplied by CUSINovotx; (iii) any use of any release of the Services Licensed Software other than the most current release made available to Licensee; or (iv) any modification of the Services Licensed Software by any person other than CUSI Novotx or its authorized agents or subcontractors. THIS SECTION 9.1 7.1 STATES CUSINOVOTX’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.

Infringement Claims. XXXX Four J’s will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services Licensed Software infringes any valid United States patents or any such third party’s U.S. copyrights or misappropriates any such third party’s trade secrets of a third partyrecognized as such under the Uniform Trade Secrets Act, and CUSI Four J’s will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) Licensee notifying CUSI Four J’s promptly in writing of such action; (2) , Licensee giving CUSI Four J’s sole control of the defense thereof and any related settlement negotiations; , and (3) Licensee cooperating and, at XXXX’s Four J’s’ request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s Four J’s’ opinion is likely to become, the subject of an infringement claim, CUSI Four J’s may, at its option and expense, either: either (a) procure for Licensee the right to continue using the Services; Licensed Software or (b) replace or modify the Services Licensed Software so that it becomes non-infringing; or (c) accept return of the Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such Services upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI Four J’s will have no obligation under this Section 9.1 10 or otherwise with respect to any infringement claim based upon: upon (i) any use of the Services Licensed Software not in accordance with this AgreementSoftware License Agreement or for purposes not intended by Four J’s, including without limitation the Documentation; (ii) any use of the Services Licensed Software in combination with other products, equipment, software, or data not supplied by CUSI; Four J’s to the extent such combination is the cause of any claim, (iii) any use of any release of the Services Licensed Software other than the most current release made available to Licensee; , or (iv) any modification of the Services Licensed Software by any person other than CUSI or its authorized agents or subcontractorsFour J’s. THIS SECTION 9.1 10 STATES CUSI’S FOUR J’S’ ENTIRE LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT CLAIMS OF INFRINGEMENTAND ACTIONS.

Infringement Claims. XXXX will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon 9.1 Should a claim or action be brought against Ordering Activity alleging that the Services a Deliverable infringes any valid United States patents or any copyrights or misappropriates any trade secrets intellectual property right of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in ZyLAB will, at its expense, defend or settle any such action that are specifically attributable to such claim or those costs action and indemnify Ordering Activity from damages awarded by the court to the third party claiming infringement or the settlement agreed to in a monetary settlement by ZyLAB, provided that (i) Ordering Activity has given prompt written notice to ZyLAB of any such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiationsclaim; and (3ii) cooperating and, at XXXXOrdering Activity gives ZyLAB relevant information and assistance to defend against or settle the claim. Nothing contained in this Agreement shall be construed in derogation of the U.S. Department of Justice’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: (a) procure for Licensee the right to continue using defend any claim or action brought against the Services; U.S., pursuant to its jurisdictional statute (b) replace 28 U.S.C. § 516). 9.2 In the event that Ordering Activity’s use of a Deliverable is or modify the Services so that it becomes non-infringing; or (c) accept return of the Servicesmay be prohibited, terminate this Agreement, in whole or in part, as appropriate, upon written notice ZyLAB will use commercially reasonable efforts to Licensee and refund to Licensee the Fees paid for such Services upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based uponeither: (i) any promptly repair or replace the infringing part of the Deliverable with a non-infringing version of the Deliverable of no less than equivalent functionality; or (ii) promptly obtain a license permitting Ordering Activity’s continued use of the Services allegedly infringing part of the Deliverable. If neither (i) nor (ii) are reasonably possible to ZyLAB, then ZyLAB may terminate the Agreement and all Work Orders and shall pay to Ordering Activity an amount equal to the amount paid by Ordering Activity for the infringing Deliverable. 9.3 ZyLAB’s obligations set forth in this Section shall not in accordance with this Agreement, including without limitation apply to the Documentationextent the infringement arises as a result of (i) modifications to the Deliverables by Ordering Activity or third parties authorized by Ordering Activity; (ii) any use the combination of the Services in combination Deliverable with productsany software or hardware not provided by ZyLAB; or (iii) information, equipmentdesigns, specifications, instructions, software, data, or data materials not supplied provided by CUSI; (iii) any use ZyLAB. 9.4 This Section 9 states the entire liability of any release ZyLAB to Ordering Activity with respect to the violation and infringement of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENTintellectual property rights.

Infringement Claims. XXXX CUSI will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXXCUSI’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: (a) procure for Licensee the right to continue using the Services; (b) replace or modify the Services so that it becomes non-infringing; or (c) accept return of the Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such Services upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 8.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.

Infringement Claims. XXXX will defend 6.1 Pricecheck will, at its own expense expense, defend you against any action IP Claim. Pricecheck will also pay the damages, costs, and attorneys’ fees that are awarded against Licensee you in a final, non-appealable court judgment for the IP Claim, or required to be paid by you or on your behalf in a settlement of the IP Claim that Pricecheck has agreed to in writing. As used in this Section 6, an “IP Claim” means a suit brought against you by a third party to the extent the suit alleges that your use of a purchased Product infringes a patent or copyright of the third party. 6.2 Pricecheck’s obligations set forth in Section 6.1 are subject to you: (a) providing prompt written notice that the action IP Claim has been threatened or brought, whichever is based upon a claim that sooner (the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action“Claim Notice”); (2b) giving CUSI providing Pricecheck sole control of the defense thereof and any related appeal or settlement negotiations(at Pricecheck’s discretion) of the IP Claim (collectively, “Defense or Settlement”); (c) cooperating with respect to the Defense or Settlement; (d) providing Pricecheck with requested documentation and information relevant to the IP Claim or the Defense or Settlement; and (3e) cooperating and, at XXXX’s request and expense, assisting in such defensecomplying with all court orders. If your delay in providing the Licensed Software becomesClaim Notice causes detriment to Pricecheck with respect to the defense or resolution of the IP Claim, the obligations set forth in Section 6.1 will not apply to the IP Claim. Notwithstanding any other provision of this Agreement, Pricecheck is not responsible for any fees (including attorneys’ fees), expenses, costs, judgments, or in CUSI’s opinion is likely awards that are incurred prior to become, its receipt of the subject of an infringement claim, CUSI Claim Notice from you. Pricecheck will have the sole right to select counsel. You may, at its option and your sole expense, either:engage additional counsel of your choosing for purposes of conferring with Pricecheck’s counsel. 6.3 The obligations set forth in Section 6.1 will not apply to an IP Claim if the alleged infringement is based on, caused by, or results from (a) procure for Licensee the right to continue using the ServicesPricecheck’s compliance with any of your designs, specifications, or instructions; (b) replace modification of the Product other than by Pricecheck; (c) any product or modify the Services so that it becomes non-infringingservice not provided by Pricecheck to you; or (cd) accept return combination or use of the ServicesProduct with any product or service not provided by Pricecheck to you. 6.4 If an intellectual property infringement allegation is brought or threatened against a purchased Product, terminate this Agreementor Pricecheck believes that such an allegation may be brought or threatened, Pricecheck may obtain a license for the Product; modify the Product; or replace the Product with a product having substantially the same functionality. If Pricecheck in whole or in part, as appropriateits discretion determines that none of the foregoing is available on a reasonable basis, upon Pricecheck’s written notice to Licensee you: (a) Pricecheck may cease delivering the affected Products and refund to Licensee the Fees any amount that you have pre-paid for any such Services upon such terminationProducts not yet delivered; and (b) you will promptly return all of the affected Software or Hardware to Pricecheck, computed according to and Pricecheck will refund the price you paid Pricecheck for that Software or Hardware, less depreciation on a thirty-six (36) month 5 year straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this basis. 6.5 This Section 9.1 or otherwise 6 sets forth Pricecheck’s entire obligations and your exclusive remedies with respect to any infringement claim based upon: (i) IP Claim or any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENTintellectual property infringement.

Infringement Claims. XXXX will defend In connection with Licenses granted hereunder, AccessAgility, at its own expense sole expense, agrees to defend and indemnify Customer against any action against Licensee brought third party claim that Customer’s use of the Software, as delivered by AccessAgility to Customer and used in accordance with this XXXX and the Documentation, directly infringes a third party to the extent that the action is based upon copyright or issued patent or directly misappropriates a claim that the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third partysecret (an “Infringement Claim”), and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licenseeprovided that: (1i) notifying CUSI promptly Customer notifies AccessAgility in writing within thirty (30) days of such actionthe Infringement Claim; (2ii) giving CUSI AccessAgility has sole control of the defense thereof and any all related settlement negotiations, as long as such settlement shall not include a financial obligation for Customer; and (3iii) cooperating andCustomer provides AccessAgility with the information, at XXXXassistance and authority to enable AccessAgility to perform AccessAgility’s request and expenseobligations under this Section. In any action based on an Infringement Claim, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI mayAccessAgility, at its option and its own expense, either: may: (a1) procure for Licensee the right for Customer to continue using the ServicesSoftware in accordance with the provisions of this XXXX; (2) make such alterations, modifications or adjustments to the Software so that the infringing Software becomes non-infringing without incurring a material diminution in performance or function; (3) replace the Software with a non-infringing substantially similar substitute; or (4) if (1), (2), or (3) cannot be achieved after the exercise of commercially reasonable efforts, either party may terminate the License. If a Subscription License is terminated pursuant to this Section, AccessAgility shall refund to Customer the unused remainder of any Subscription License fees and Other Fees prepaid by Customer and received by AccessAgility. If a Perpetual License is terminated pursuant to this Section, AccessAgility shall refund to Customer the amortized remainder of the Perpetual License fees (based on a three (3) year depreciation period from the Delivery Date) and the unused remainder of any prepaid Other Fees received by AccessAgility. If a Trial License is terminated pursuant to this Section, no payment shall be due Customer. In connection with any termination pursuant to this Section, Customer shall comply with all post-termination requirements set forth in this XXXX. AccessAgility shall have no liability or obligations for an infringement claim pursuant to this Section to the extent that it results from: (a) modifications to the Software made by a party other than AccessAgility or under the direct control of AccessAgility; (b) replace the combination, operation or modify use of the Services so that it becomes Software with non-infringingAccessAgility equipment, devices, software or data, unless the claim would not have occurred but for the use of the Software in the combination, operation or use; or (c) accept return of the Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such Services upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services not Software outside the scope of this XXXX or in accordance with this Agreement, including without limitation contravention of the Documentation; (iid) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any AccessAgility’s use of any release of designs, plans, instructions, specifications, diagrams or the Services other than the most current release made available to Licenseelike, provided by Customer, if any; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.or

Infringement Claims. XXXX will 6.1 Licensor may elect, in its sole and absolute discretion, to defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that only the Services Licensed Technology directly infringes any valid United States patents or any U.S. copyrights or misappropriates any trade secrets of a third partyrecognized as such under the Uniform Trade Secret law. If Licensor elects to defend such action, and CUSI Licensor will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI Licensee shall notify Licensor promptly in writing of such action; . In the event that Licensor elects to defend such action, (2i) giving CUSI Licensee shall give Licensor sole control of the defense thereof and any related settlement negotiations; and , (3ii) cooperating Licensee shall cooperate with Licensor and, at XXXXLicensor’s request and expense, assisting in such defense. If , (iii) Licensor shall have the option to settle any such dispute or institute a suit, if necessary, by counsel of Licensor’s choice, under Licensor’s control, and at Licensor’s expense, and (iv) Licensee shall cooperate fully and otherwise provide proper assistance to Licensor, at no expense to Licensee. 6.2 In the event that Licensor or Licensee become aware of any material competition by any unlicensed third party selling or providing management consulting or related services utilizing the Licensed Software becomesTechnology, Licensor shall promptly take all action necessary to enforce its rights to the Licensed Technology and cause such competition to cease, including settling any dispute which arises and instituting suit, if necessary, by counsel of Licensor’s choice, under Licensor’s control, and at Licensor’s expense, and, Licensee shall cooperate fully and otherwise provide proper assistance to the Licensor, at no expense to Licensee. No settlement dispute reached by Licensor may be in violation of the exclusive license right granted to Licensee in Section 2. Nothing in this Paragraph 6 shall be deemed to limit the obligations of Licensor under Section 9.4. 6.3 Licensee shall have the right, but not the obligation, to pursue any enforcement of the Licensed Technology against third-party infringers at the cost of Licensee. Licensor will reasonably cooperate with Licensee in such enforcements, including joining as an indispensable party. Licensee will be responsible for all out-of-pocket costs, expenses, and legal fees incurred by each of Licensee and Licensor in connection with enforcing or defending any claim (including without limitation counterclaims), suit, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: (a) procure for Licensee the right to continue using the Services; (b) replace or modify the Services so that it becomes non-infringing; or (c) accept return of the Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for action against such Services upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services not in accordance with this Agreementthird party infringer initiated by Licensee, including without limitation all such costs, expenses and legal fees that may be incurred by Licensee or Licensor with respect to a counter-claim filed by the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied infringing third party under a claim made by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.

Infringement Claims. XXXX will defend at (a) CIC reserves the right, in its own expense sole discretion, to first institute any proceedings or take other action against Licensee brought by a third third-party infringers or violators of any intellectual property rights relating to the extent that the action is based upon a claim that the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third partyLicensed Trademarks, and CUSI will pay those the Company shall refrain from doing so, provided CIC takes action. In such a case, the Company shall reasonably cooperate with CIC in any legal or administrative action taken by CIC against such third parties, in which case all legal costs and fees shall be borne by CIC. Unless CIC is entitled to indemnification or other recovery under this Agreement, the Purchase Agreement or otherwise, CIC shall pay all expenses of such actions, and all damages finally or proceeds which may be awarded against Licensee or agreed upon in settlement of such action shall first be used to pay any and all legal fees and expenses incurred by CIC and the Company in connection with such action, with any remainder being allocated on a pro rata basis to CIC and the Company based on the damages incurred by each Party. In connection with any action(s) involving any of the Licensed Trademarks, the Company agrees that CIC may include the Company as a party plaintiff in any such action that are specifically attributable to such claim (or those costs join the Company in an action) at CIC’s sole expense, and all damages or proceeds which may be awarded or agreed to upon in a monetary settlement of such action shall first be used to pay any and all legal fees and expenses incurred by CIC and the Company in connection with such action, with any remainder being allocated on a pro rata basis to CIC and the Company based on the damages incurred by each Party. The foregoing obligations are conditioned on Licensee: CIC shall reimburse the Company for the reasonable, out-of-pocket expenses or legal fees incurred by the Company in joining such action(s) as a party plaintiff. (1b) notifying CUSI promptly in writing In the event CIC declines to institute any proceedings or take other action against third-party infringers or violators of any intellectual property rights relating to the Licensed Trademarks within thirty (30) days after being notified or becoming aware of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXX’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to becomeinfringing conduct, the subject of an infringement claim, CUSI may, at its option and expense, either: (a) procure for Licensee Company shall have the right to continue using institute any proceedings against such third-party infringers or violators of any intellectual property rights relating to the Services; (b) replace Licensed Trademarks. In such event, CIC and the Company shall reasonably cooperate with the Company in any legal or modify administrative action taken by the Services so that it becomes non-infringing; Company against such third parties, in which case all legal costs and fees shall be borne by the Company. Unless the Company is entitled to indemnification or (c) accept return of the Services, terminate other recovery under this Agreement, the Purchase Agreement or otherwise, the Company shall pay all expenses of such actions, and all damages which may be awarded or agreed upon in whole or settlement of such action shall first be used to pay any and all legal fees and expenses incurred by CIC and the Company in partconnection with such action, as appropriate, upon written notice with any remainder accruing to Licensee and refund to Licensee the Fees paid for Company. In connection with any such Services upon such termination, computed according to a thirty-six (36action(s) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to involving any infringement claim based upon: (i) any use of the Services not Licensed Trademarks, CIC and the Company agree that the Company may include CIC as a party plaintiff in accordance any such action (or join CIC in an action or proceeding) at the Company’s sole expense, and proceeds from such action(s) shall first be used to pay any and all legal fees and expenses incurred by CIC and the Company in connection with such action, with any remainder retained solely by the Company. Unless the Company is entitled to indemnification or other recovery under this Agreement, including without limitation the Documentation; (iiPurchase Agreement or otherwise, the Company shall reimburse CIC for the reasonable, out-of-pocket expenses or legal fees incurred by CIC in joining such action(s) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENTas a party plaintiff.

Infringement Claims. XXXX Subject to the exclusions set forth below in this section, Fidelis will defend defend, at its own expense with counsel of its choice, any action Claim brought against Licensee brought Customer alleging that the Products, in the form delivered by Fidelis to Customer, infringe a United States copyright or trade secret of such third party to the extent that the action is based upon a claim that the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those directly or indemnify Customer for all damages and costs and damages finally awarded against Licensee in any Customer regarding such action that are specifically attributable to such claim Claim or those costs and damages amounts agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly Claim, provided in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXX’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, eithereach case that Customer: (a) procure notifies Fidelis promptly of the Claim; (b) cooperates fully with Fidelis in the defense of such Claim; and (c) gives Fidelis sole and exclusive control over the defense and settlement of such Claim. If Customer’s further distribution of the Products as authorized hereunder is enjoined or if Fidelis believes it is commercially practicable to do so, Fidelis may, at its sole election and expense: (i) obtain for Licensee Customer the right to continue using the ServicesProducts; (bii) replace or modify the Services so that it becomes Products with non-infringing, functionally equivalent Products; (iii) modify the Products so they become non-infringing, or (civ) accept return of the Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee Agreement and all licenses granted hereunder and refund to Licensee the Fees paid for such Services upon such terminationCustomer a pro-rated portion of any prepaid license fees, computed according to amortized on a thirty-six (36) month straight-line amortization schedule beginning on basis over three years from the Effective Datelicense purchase date. Notwithstanding the foregoingFidelis, CUSI will have its resellers or distributors hold no obligation under this Section 9.1 or otherwise liability hereunder with respect to any infringement claim based uponclaim: (i) any use of relating to software contained with the Services not in accordance with this AgreementProduct or provided by Fidelis that is proprietary to a third party, including without limitation the Documentation; (ii) any use that is based upon or results from the combination of the Services in combination Products with products, equipment, softwaredevices, firmware or data software not supplied furnished by CUSIFidelis, where the alleged infringement relates to such combination; (iii) that results from any use modification of any release of the Services Products after delivery (other than the most current release made available to Licenseeby Fidelis); or (iv) attributable to changes or customizations to the Products made at Customer’s direction, or (v) occurring after failure by Customer to install or have installed changes or revisions or updates in accordance with Fidelis’ instructions, where such changes or revisions would have cured the infringement. This Section states the exclusive remedy of Customer and liability of Fidelis, its distributors and resellers with respect to claims of infringement of any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENTintellectual property rights.

Infringement Claims. XXXX Four J's will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services Licensed Software infringes any valid United States patents or any U.S. copyrights or misappropriates any trade secrets of a third partyrecognized as such under the Uniform Trade Secret law, and CUSI Four J's will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) Licensee notifying CUSI Four J's promptly in writing of such action; (2) , Licensee giving CUSI Four J's sole control of the defense thereof and any related settlement negotiations; , and (3) Licensee cooperating and, at XXXX’s Four J's request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s Four J's opinion is likely to become, the subject of an infringement claim, CUSI Four J's may, at its option and expense, either: either (a) procure for Licensee the right to continue using the Services; Licensed Software, (b) replace or modify the Services Licensed Software so that it becomes non-non- infringing; , or (c) accept return of the Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensed Software and give Licensee and a refund to Licensee for the License Fees paid by Licensee less a reasonable allowance for such Services upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Dateperiod of time Licensee has used the Licensed Software. Notwithstanding the foregoing, CUSI Four J's will have no obligation under this Section 9.1 6 or otherwise with respect to any infringement claim based upon: upon (i) any use of the Services Licensed Software not in accordance with this AgreementAgreement or for purposes no intended by Four J's, including without limitation the Documentation; (ii) any use of the Services Licensed Software in combination with other products, equipment, software, or data not supplied by CUSI; Four J's to the extent such combination is the cause of any claim, (iii) any use of any release of the Services Licensed Software other than the most current release made available to Licensee; , or (iv) any modification of the Services Licensed Software by any person other than CUSI or its authorized agents or subcontractorsFour J's. THIS SECTION 9.1 6 STATES CUSI’S FOUR J'S ENTIRE LIABILITY AND LICENSEE’S 'S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT CLAIMS OF INFRINGEMENTAND ACTIONS.

Infringement Claims. XXXX CUSI will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the CWP or the CWP Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXXCUSI’s request and expense, assisting in such defense. If the Licensed Software CWP becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either: : (a) procure for Licensee the right to continue using the CWP Services; (b) replace or modify the CWP Services so that it becomes non-infringing; or (c) accept return of the CWP Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such CWP Services upon such termination, computed according to a thirty-thirty- six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 8.1 or otherwise with respect to any infringement claim based upon: (i) any use of the CWP Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the CWP Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the CWP Services other than the most current release made available to Licensee; or (iv) any modification of the CWP Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.