Common use of Infringement Indemnification Clause in Contracts

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing Hill-Rom shall indemnify, defend and hold Customer harmless from Liabilities incurred by Customer which result from any claim by a third party that the Licensed Software or Hill-Rom Provided Components manufactured by Hill-Rom violates a claim under copyright or trade secrets. If, however, the Licensed Software or Hill-Rom Provided Components manufactured by Hill-Rom, are determined by a court of competent jurisdiction to infringe the copyright or trade secrets of any judicial action brought against City based third party resulting in a prohibition on an allegation that City’s the use of the Licensed Software infringes a patentor Hill-Rom Provided Components manufactured by Hill-Rom, copyrightHill-Rom shall, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay sole discretion, (i) replace the costs infringing Licensed Software or Hill-Rom Provided Components with appropriate non-infringing software or hardware; (ii) procure the right to continue the use of the infringing Licensed Software or Hill-Rom Provided Components; or (iii) terminate this Agreement and damages awarded in any such action refund to the end user the remaining useful life of the affected Licensed Software or Hill-Rom Provided Component on a five (5) year straight line amortization basis commencing with the installation of Product and not to exceed the cost of settling same. The Customer/end user shall provide prompt notice of such actionclaim, provided that Contractor and Customer/end user shall have sole control of cooperate fully in the defense of any such action claim. The obligation to indemnify, defend and all negotiations hold Customer/end user harmless shall not apply to the extent the violation (a) is caused by Customer/end user’s unauthorized modification of the Licensed Software, Hill-Rom Provided Components, or its settlement or compromise. If notified promptly in writing of any informal claim accompanying documentation, (other than a judicial actionb) brought against City is based on an allegation that City’s upon the use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated or Hill-Rom Provided Components in combination with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringementsoftware program or equipment, or any part thereof, not furnished or recommended in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a nonwriting by Hill-infringing, functionally equivalent substitute Licensed SoftwareRom, or (c) suitably modify is based upon the use of the applicable Licensed Software or Hill-Rom Provided Components in a manner or environment, or for any purpose, for which Hill-Rom did not design or license it. To the fullest extent permitted by law, Hill-Rom’s performance of its obligations under this provision shall be Customer/end user’s sole and exclusive remedy with respect to make its use hereunder intellectual property rights, the alleged infringement thereof and any implied or statutory terms, conditions, representations and warranties of non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedinfringement.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software Programs infringes a patent, patent or copyright, or any right rights of a third party party, or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringementinfringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software Programs constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event that a final injunction is shall be obtained against City’s use of the Licensed Software Programs by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software Programs is likely to become the subject of Infringement, Contractor may at its option and expense: expense (a) procure for City the right to continue to use the Licensed Software Programs as contemplated hereunder, (b) replace the Licensed Software Programs with a non-infringing, functionally equivalent substitute Licensed SoftwarePrograms, or (c) suitably modify the Licensed Software Programs to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwarePrograms. If none of these options is reasonably available to Contractor, then the this Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the development and license of such the infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedPrograms.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise, only if Contractor accepts the defense and hold harmless requirements without reservation, and provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement, only if Contractor accepts the defense and hold harmless requirements without reservation, and provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed SoftwareSaaS Application and/or Services. Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software SaaS Application and Services was neither designed nor intended to be used, unless City has obtained prior written authorization from Contractor permitting such use.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor FIRST PARTY will hold City harmless and defend such action at its own expense. Contractor FIRST PARTY will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor FIRST PARTY shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor FIRST PARTY will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor FIRST PARTY shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in ContractorFIRST PARTY’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor FIRST PARTY may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to ContractorFIRST PARTY, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor FIRST PARTY shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed SoftwareSaaS Application and/or Services. Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.as

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-non- infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed SoftwareSaaS Application and/or Services. Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software SaaS Application and Services was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City CITY based on an allegation that CityCITY’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor FIRST PARTY will hold City CITY harmless and defend such action at its own expense. Contractor FIRST PARTY will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor FIRST PARTY shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City CITY based on an allegation that CityCITY’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor FIRST PARTY will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor FIRST PARTY shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against CityCITY’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in ContractorFIRST PARTY’s opinion CityCITY’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor FIRST PARTY may at its option and expense: (a) procure for City CITY the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to ContractorFIRST PARTY, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor FIRST PARTY shall refund to City CITY all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.such

Infringement Indemnification. If notified (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Balsamiq’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Balsamiq shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Balsamiq hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Balsamiq may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Balsamiq may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a non-Product to make it non- infringing, functionally equivalent substitute Licensed Software, ; or (iii) refund any License Fees related to this Product paid by Licensee. Comparison 3/7/15 3:15 PM Deleted: 7 – DECEMBER 2014 (c) suitably modify Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) VERSION 2.8 – MARCH 2015 5 Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any failure by City to implement applicable law, rule, regulation, or uses any improvements or updates proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use Product or combination of the Licensed Software Product with products, not provided by Balsamiq or at Balsamiq’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, any action brought against Balsamiq provided, however, that: (i) Balsamiq shall notify Licensee promptly in writing of any such claim; (ii) Balsamiq shall not enter into any settlement or compromise any such claim without Licensee’s prior written consent; (iii) Licensee shall have sole control of any such action and settlement negotiations; and (iv) Balsamiq shall provide Licensee with information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Balsamiq attributable to such claim. Balsamiq may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Balsamiq-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Balsamiq for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, Balsamiq assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Balsamiq or at Balsamiq’s direction or combination of any of the Product with products not approved by Balsamiq or data of the type for which the Licensed Software was neither designed nor intended to be usedat Balsamiq’s direction.

Infringement Indemnification. If a. Seller shall indemnify Buyer by (i) defending any claim and any lawsuit brought against Buyer alleging that any Seller-branded product (“Seller Product”), as originally delivered by Seller to Buyer under these T&Cs, directly infringes a US patent in existence as of the date of delivery of such Seller Product to Buyer ("Infringement Claim"), so long as Seller is promptly notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in by Buyer as to any such action or the cost of settling such actionclaim, provided that Contractor shall have is given sole authority and control of the defense, and is provided by Xxxxx all requested information and assistance for resolving or defending the Infringement Claim, and by (ii) paying all damages finally awarded against Buyer by a court of competent jurisdiction to the extent based upon the Infringement Claim. For non-Seller-branded products, including any third party software, Seller’s obligations for intellectual property infringement claims shall be limited to any indemnities or defense of any commitments provided by such action and all negotiations or its settlement or compromisethird party supplier. If notified promptly a Seller Product is subject to an Infringement Claim or, if in writing of Seller’s judgment may become subject to an Infringement Claim, Seller’s obligations under this section shall be fulfilled if at any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringementxxxx Xxxxxx, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have in its sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expensediscretion: (ax) procure obtains a license for City the right Buyer to continue to use or to sell the Licensed Software Seller Product; (y) replaces or modifies the Seller Product so as contemplated hereunderto be substantially functionally equivalent but non-infringing; or (z) refunds the purchase price paid to Seller by Buyer for such Product less a reasonable charge for straight line depreciation and/or prior use. Seller shall have no liability to Buyer for any alleged or actual infringement in connection with Xxxxx’s ordering, use or transfer of Seller Products after Seller’s notice to Buyer to cease use or transfer of such Products. b. Seller shall have no liability to Buyer under these T&Cs (i) for any damages based upon a per-use royalty or Buyer’s revenues, or upon any damages theory other than a reasonable royalty applied to, or lost profits of the patent owner based on, the purchase price paid by Buyer to Seller for the infringing Seller Product; or (ii) for any alleged or actual infringement arising out of (a) use of Seller Products in connection or in combination with equipment or software not provided by Seller, (b) replace the Licensed Software use of Seller Products in a manner for which they were not designed, (c) any modification of Seller Products by anyone other than Seller, (d) compliance with a non-infringingBuyer's designs, functionally equivalent substitute Licensed Softwarespecifications, guidelines or instructions, or (ce) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareProduct in a patented process. If none of these options is reasonably available to Contractor, then the Agreement may Seller shall not be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability responsible for any claim of Infringement based on Citycompromise or settlement made by Buyer without Seller’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedprior written, and express consent. c. THIS SECTION PROVIDES BUYER’S SOLE AND EXCLUSIVE REMEDIES AND SELLER’S ENTIRE LIABILITY IN THE EVENT OF AN INFRINGEMENT CLAIM. IN ADDITION, THE RIGHTS AND REMEDIES PROVIDED IN THIS SECTION ARE FURTHER SUBJECT TO AND LIMITED BY THE RESTRICTIONS SET FORTH IN THE GENERAL LIMITATION OF LIABILITY SECTION OF THESE T&CS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS OF BUYER IN CONNECTION WITH ANY CLAIMS, LOSSES, 7.

Infringement Indemnification. If notified (a) Matrify will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Matrify’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Matrify promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Matrify’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Matrify shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Matrify with reasonable information and assistance, at Matrify’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Matrify agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Matrify and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Matrify hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Matrify may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Matrify may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, Product to make it noninfringing; or (iii) refund any License Fees related to this Product paid by Licensee. (c) suitably modify Exclusions from Defense Obligation. Matrify will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Matrify timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Matrify or at Matrify’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Matrify or at Matrify’s direction, or use or distributions of such modifications; or (iv) Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any failure by City to implement applicable law, rule, regulation, or uses any improvements or updates proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Matrify’s defense obligation, is based upon the claim that any modifications to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use Product or combination of the Licensed Software Product with products, not provided by Matrify or at Matrify’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, any action brought against Matrify provided, however, that: (i) Matrify shall notify Licensee promptly in writing of any such claim; (ii) Matrify shall not enter into any settlement or compromise any such claim without Licensee’s prior written consent; (iii) Licensee shall have sole control of any such action and settlement negotiations; and (iv) Matrify shall provide Licensee with information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Matrify attributable to such claim. Matrify may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Matrify-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Matrify for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, Matrify assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Matrify or at Matrify’s direction or combination of any of the Product with products not approved by Matrify or data of the type for which the Licensed Software was neither designed nor intended to be usedat Matrify’s direction.

Infringement Indemnification. If notified promptly in writing 10.1 Except as provided below, Spyglass shall defend and indemnify Licensee from and against any damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any judicial action brought against City based on an allegation claim that City’s use of the Licensed Spyglass Software infringes a patent, copyright, patent or any right copyright or misappropriates a trade secret of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such actionparty, provided that Contractor (i) Licensee shall have promptly provided Spyglass written notice thereof and reasonable cooperation, information, and assistance in connection therewith, and (ii) Spyglass shall have sole control of and authority with respect to the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringementdefense, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or compromise thereof. Should any Spyglass Software become or, in Contractor’s opinion City’s use of the Licensed Software is Spyglass's opinion, be likely to become the subject of Infringementan injunction preventing its use as contemplated herein, Contractor may Spyglass may, at its option and expense: option, (a1) procure for City the Licensee the right to continue to use the Licensed Software as contemplated hereunderusing such Spyglass Software, (b2) replace the Licensed or modify such Spyglass Software with a so that it becomes non-infringing, functionally equivalent substitute Licensed or, if (1) and (2) are not reasonably available to Spyglass, then (3) terminate Licensee's license to the allegedly infringing Spyglass Software and refund to Licensee the amount which Licensee has paid to Spyglass for such Spyglass Software, depreciated on a straight line basis over a five year period. 10.2 Spyglass shall have no liability or obligation to Licensee hereunder with respect to any patent, copyright or trade secret infringement or claim thereof based upon (i) use of the Spyglass Software by Licensee in combination with devices or products not provided by Spyglass, (ii) use of the Spyglass Software in an application or environment for which such Spyglass Software were not designed or contemplated, (iii) modifications, alterations or enhancements of the Spyglass Software not created by or for Spyglass, (iv) Spyglass' compliance with Licensee's specifications, (v) a patent, copyright or trade secret in which Licensee or any affiliate of Licensee has an interest, (vi) use of a release which has been superseded or an altered release of the Spyglass Software or portion thereof, if such infringement would have been avoided by the use of the superseded or unaltered release of the Spyglass Software, or (cvii) suitably modify use of the Licensed Spyglass Software to make its use hereunder non-infringing while retaining functional equivalency cache or convert any third party copyrighted material. Licensee shall indemnify and hold Spyglass harmless from all costs, damages and expenses (including reasonable attorneys' fees) arising from any claim enumerated in clauses (i) through (vii) above. 10.3 The foregoing states the entire liability of Spyglass with respect to infringement of Intellectual Property by the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Spyglass Software by City or any failure part thereof or by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedtheir operation.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement Term Sheet and the accompanying Purchase Order for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification modification, or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise, provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed SoftwareSaaS Application and/or Services. Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software SaaS Application and Services was neither designed nor intended to be used.

Infringement Indemnification. If notified Confluent shall defend or at its option settle, at its own expense, any third- party claim, demand or lawsuit brought against Customer to the extent alleging facts that, if true would constitute an infringement by the Confluent Software, Advisory Materials, or Course Materials as delivered to and unmodified by Customer or an entity or person under Customer’s control, of a third party intellectual property right, and will pay such damages or costs as are finally awarded against Customer attributable to such action, provided that Customer: (a) notifies Confluent promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have ; (b) gives Confluent sole control of the defense or settlement of any such action action; and (c) gives Confluent all negotiations reasonable information and assistance, at Confluent’s expense. Should the Confluent Software, Advisory Materials or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementCourse Materials become, or in Contractor’s the opinion City’s use of the Licensed Software is Confluent be likely to become become, the subject of Infringementsuch an infringement claim, Contractor may Confluent may, at its option and expenseoption: (ai) procure for City Customer the right to continue to use the Licensed Software Confluent Software, Advisory Materials or Course Materials, as contemplated hereunderapplicable, at no charge to Customer; (bii) replace or modify, in whole or in part, the Licensed Software with a Confluent Software, the Advisory Materials or the Course Materials, as applicable, to make it non-infringing, functionally equivalent substitute Licensed ; or (iii) accept return of the Confluent Software, or (c) suitably modify remove the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version allegedly offending module thereof, and, refund a pro rata portion of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts Fees paid under this Agreement by Customer for the license of such infringing Licensed Softwarethen-current Term. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have Confluent assumes no liability hereunder for any claim of Infringement infringement to the extent based on City’s on: (w) use or combination of software other than a current unaltered release of the Licensed Software with products Confluent Software, as provided by Confluent to Customer, (x) the combination, operation or data use of the type for which Confluent Software, with non-Confluent programs or hardware, (y) any alteration or modification of the Licensed Confluent Software was neither designed nor intended to be usedby a party other than Confluent, or (z) open source software. THIS SECTION SETS FORTH CONFLUENT’S ENTIRE LIABILITY AND OBLIGATION AND CUSTOMER’S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.

Infringement Indemnification. If notified (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Balsamiq’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Balsamiq shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Balsamiq hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Balsamiq may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Balsamiq may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a non-Product to make it non- infringing, functionally equivalent substitute Licensed Software, ; or (iii) refund any License Fees related to this Product paid by Licensee. Xxxxxxx Xxxxxxxxxx 3/23/15 6:33 PM Deleted: 8 (c) suitably modify Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) VERSION 2.9 – MARCH 2015 5 Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any failure by City to implement applicable law, rule, regulation, or uses any improvements or updates proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use Product or combination of the Licensed Software Product with products products, not provided by Balsamiq or data at Balsamiq’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, any action brought against Balsamiq provided, however, that: (i) Balsamiq shall notify Licensee promptly in writing of the type for which the Licensed Software was neither designed nor intended to be used.any such claim; (ii) Balsamiq shall not enter into any settlement or compromise any such claim without Licensee’s prior written consent; (iii) Licensee shall have sole control of any such action and settlement negotiations; and

Infringement Indemnification. If notified promptly in writing Vendor shall indemnify, defend, and hold harmless University from and against any claim, suit, or proceeding brought against University, its officers, agents, trustees, and/or employees based on a claim that the manufacture or sale or University’s intended use or resale of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patentDeliverable(s) covered by this order constitutes infringement of any United States Letters Patent, now or hereafter issued, or violates any other proprietary interest (including, but not limited to, any copyright, or any right trademark, and/or trade secrets). Vendor shall pay all damages, expenses, and costs (including, but not limited to all costs of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringementlitigation), Contractor will hold City harmless and defend awarded against University in such action at its own expense. Contractor will pay the costs and damages awarded in any such action a suit or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlementproceeding. In the event a final injunction that University is obtained against City’s enjoined from use and/or resale of any of the Licensed Software Deliverables covered by reason this order as a result of Infringementsaid suit or proceeding, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may Vendor shall (at its option sole cost and expense: ) Vendor cannot so procure the aforementioned right within a reasonable time, Vendor shall then promptly (aat Vendor’s sole cost and expense): (A) procure for City the right modify said Deliverables so as to continue to use the Licensed Software as contemplated hereunderavoid infringement of any third party patent or other proprietary interest (collectively, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed SoftwareProprietary Interest), or (cB) suitably modify replace said Deliverables with new Deliverables which do not infringe or violate any third party’s Proprietary Interest and reimburse University for any additional costs (including, but not limited to any transportation and reinstallation costs) in connection therewith, or (C) remove said Deliverables and refund the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to purchase price and reimburse University for any associated thereof (including, but not limited to, any the unmodified version of the Licensed Softwaretransportation and installation costs). If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor Vendor shall have no liability for the same obligations with respect to any claim for infringement or violation of Infringement based on City’s any foreign third party Proprietary Interest if University purchases hereunder for shipment to and for use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedresale in a foreign country and Vendor is so advised.

Infringement Indemnification. If notified (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Balsamiq’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Balsamiq shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Balsamiq hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Balsamiq may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Balsamiq may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a non-Product to make it non- infringing, functionally equivalent substitute Licensed Software, ; or (iii) refund any License Fees related to this Product paid by Licensee. (c) suitably modify Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any failure by City to implement applicable law, rule, regulation, or uses any improvements or updates proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use Product or combination of the Licensed Software Product with products, not provided by Balsamiq or at Balsamiq’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, any action brought against Balsamiq provided, however, that: (i) Balsamiq shall notify Licensee promptly in writing of any such claim; (ii) Balsamiq shall not enter into any settlement or compromise any such claim without Licensee’s prior written consent; (iii) Licensee shall have sole control of any such action and settlement negotiations; and (iv) Balsamiq shall provide Licensee with information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Balsamiq attributable to such claim. Balsamiq may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Balsamiq-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Balsamiq for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, Balsamiq assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Balsamiq or at Balsamiq’s direction or combination of any of the Product with products not approved by Balsamiq or data of the type for which the Licensed Software was neither designed nor intended to be usedat Balsamiq’s direction.

Infringement Indemnification. (a) If notified promptly in writing of any judicial action brought against City based on an allegation by a third party that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. . (b) If notified promptly in writing of any informal third party claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. . (c) In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-non- infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor shall refund to City all prepaid and unused amounts paid under this Agreement for the license of such infringing Licensed Software. SaaS Application and/or Services. (d) Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim . (e) The foregoing obligations do not apply to claims of Infringement infringement based on on: (i) Software or portions or components thereof not supplied by Contractor; or (ii) the City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software SaaS Application and Services was neither designed nor intended to be used, where the alleged infringement would not have occurred without such combination. (f) This section states Contractor’s entire liability and City’s exclusive remedy for infringement or misappropriation of intellectual property of a third party.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software Programs infringes a patent, patent or copyright, or any right rights of a third party party, or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringementinfringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software Programs constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event that a final injunction is shall be obtained against City’s use of the Licensed Software Programs by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software Programs is likely to become the subject of Infringement, Contractor may at its option and expense: expense (a) procure for City the right to continue to use the Licensed Software Programs as contemplated hereunder, (b) replace the Licensed Software Programs with a non-infringing, functionally equivalent substitute Licensed SoftwarePrograms, or (c) suitably modify the Licensed Software Programs to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwarePrograms. If none of these options is reasonably available to Contractor, then this Term Sheet and the Agreement accompanying Purchase Order may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement Term Sheet and the accompanying Purchase Order for the development and license of such the infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedPrograms.

Infringement Indemnification. If notified (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Balsamiq’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Balsamiq shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Balsamiq hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Balsamiq may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Balsamiq may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a non-Product to make it non- infringing, functionally equivalent substitute Licensed Software, ; or (iii) refund any License Fees related to this Product paid by Licensee. Xxxxxxx Xxxxxxxxxx 10/12/15 5:24 PM Deleted: 2 (c) suitably modify Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) VERSION 3.3 – OCT 2015 5 Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any failure by City to implement applicable law, rule, regulation, or uses any improvements or updates proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use Product or combination of the Licensed Software Product with products, not provided by Balsamiq or at Balsamiq’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, any action brought against Balsamiq provided, however, that: (i) Balsamiq shall notify Licensee promptly in writing of any such claim; (ii) Balsamiq shall not enter into any settlement or compromise any such claim without Licensee’s prior written consent; (iii) Licensee shall have sole control of any such action and settlement negotiations; and (iv) Balsamiq shall provide Licensee with information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Balsamiq attributable to such claim. Balsamiq may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Balsamiq-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Balsamiq for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, Balsamiq assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Balsamiq or at Balsamiq’s direction or combination of any of the Product with products not approved by Balsamiq or data of the type for which the Licensed Software was neither designed nor intended to be usedat Balsamiq’s direction.

Infringement Indemnification. If notified (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Balsamiq’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Balsamiq shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Balsamiq hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Balsamiq may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Balsamiq may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a non-Product to make it non- infringing, functionally equivalent substitute Licensed Software, ; or (iii) refund any License Fees related to this Product paid by Licensee. (c) suitably modify Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any failure by City to implement applicable law, rule, regulation, or uses any improvements or updates proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use Product or combination of the Licensed Software 6/6/12 9:47 AM (iv) Balsamiq shall provide Licensee with information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Balsamiq attributable to such claim. Balsamiq may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Balsamiq-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Balsamiq for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, Balsamiq assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Balsamiq or at Balsamiq’s direction or combination of any of the Product with products not approved by Balsamiq or data of the type for which the Licensed Software was neither designed nor intended to be usedat Balsamiq’s direction.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party party hereto and Contractor shall refund to City all amounts paid under this Agreement Attachment for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise, only if Contractor accepts the defense and hold harmless requirements without reservation, and provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability, or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement, only if Contractor accepts the defense and hold harmless requirements without reservation, and provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability, or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.,

Infringement Indemnification. If notified (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Balsamiq’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Balsamiq shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Balsamiq hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Balsamiq may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Balsamiq may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a non-Product to make it non- infringing, functionally equivalent substitute Licensed Software, ; or (iii) refund any License Fees related to this Product paid by Licensee. Comparison 7/15/15 10:12 AM (c) suitably modify Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) VERSION 3.1 – JULY 2015 5 Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any failure by City to implement applicable law, rule, regulation, or uses any improvements or updates proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use Product or combination of the Licensed Software Product with products, not provided by Balsamiq or at Balsamiq’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, any action brought against Balsamiq provided, however, that: (i) Balsamiq shall notify Licensee promptly in writing of any such claim; (ii) Balsamiq shall not enter into any settlement or compromise any such claim without Licensee’s prior written consent; (iii) Licensee shall have sole control of any such action and settlement negotiations; and (iv) Balsamiq shall provide Licensee with information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Balsamiq attributable to such claim. Balsamiq may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Balsamiq-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Balsamiq for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, Balsamiq assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Balsamiq or at Balsamiq’s direction or combination of any of the Product with products not approved by Balsamiq or data of the type for which the Licensed Software was neither designed nor intended to be usedat Balsamiq’s direction.

Infringement Indemnification. If notified promptly in writing Contractor shall indemnify, defend and hold harmless the District, its Board, officers, employees and agents, for any losses, claims, damages, awards, penalties, or injuries incurred (hereafter “Claims”), including but not limited to Claims of reasonable attorney's fees, which arise from any judicial action brought against City based on Claim by any third party of an allegation that City’s use alleged infringement of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a patent right, trade secret secret, trade name, trademark, service xxxx, or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expensearising out of the use of the Software Application by the District in accordance with the terms of this Agreement. Contractor will pay This indemnity shall survive the costs and damages awarded in any such action or the cost termination of settling such action, provided that this Agreement. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION. Contractor shall have the right to investigate, defend and settle any such claim against the District and the District will reasonably cooperate with Contractor at Contractor’s expense. Indemnity Conditions. Contractor’s defense and indemnification obligations under this Section 11 (“Warranty and Indemnification”) are conditioned upon the following: (i) District providing Contractor with prompt written notice of any claim for which indemnification is sought, provided however that no delay on the part of the District shall relieve Contractor from any obligation hereunder; (ii) Contractor having sole control of the defense and settlement of such claim, provided, however, that Contractor will not consent to the entry of any such action judgment or enter into any settlement with respect to the claim without the prior written consent of District (which consent will not be unreasonably withheld) except where the judgment or proposed settlement involves only the payment of money damages by Contractor, does not impose any obligation upon District, and all negotiations or its settlement or compromise. If notified promptly in writing Contractor obtains the full and complete release of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor District; District shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use have any suit or proceeding monitored by counsel of District’s choice and at its expense; and (iii) District’s reasonable cooperation with Contractor in the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version defense and settlement of the Licensed Softwareclaim, at Contractor's expense. If none The provisions of these options is reasonably available to Contractor, then this Section shall survive the Agreement may be terminated at the option termination or expiration of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedAgreement.

Infringement Indemnification. (a) If notified you fall into the Standard or Source Code Use category describe above, Licensor will defend or settle, at its expense, any action brought against Licensee based upon the claim that the Product, if used within the scope of the License granted under this agreement, infringe a registered United States patent or copyright; provided, however, that: (i) Licensee shall notify Licensor promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, such claim; (ii) Licensee shall not enter into any settlement or compromise any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property claim without Licensor's prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Licensor shall have sole control of any such action and settlement negotiations; and (iv) Licensee shall provide Licensor with information and reasonable assistance, at Licensor's request and expense, necessary to settle or defend such claim. Licensor agrees to pay all damages and costs finally awarded against Licensee attributable to such claim. This Section 14 states the defense sole liability of Licensor and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product. (b) If you fall into the Standard or Source Code Use category describe above, If the Product becomes, or in the opinion of Licensor may become, the subject of a claim of infringement of any third party right, Licensor may, at its option and in its discretion: (i) procure for Licensee the right to use the Product free of any liability; (ii) replace or modify the Product to make it non-infringing; or (iii) refund any license fees related to this Product paid by Licensee. (c) Licensee will defend or settle, at Licensee’s expense, any action brought against Licensor based upon the claim that any modifications to the Product or combination of the Product with products infringes or violates any third party right, and only to the extent that such modification or combination contributes to such claim; provided, however, that: (i) Licensor shall notify Licensee promptly in writing of any such claim; (ii) Licensor shall not enter into any settlement or compromise any such claim without Licensee’s prior written consent; (iii) Licensee shall have sole control of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim negotiations; and (other than a judicial actioniv) brought against City based on an allegation that CityLicensor shall provide Licensee with information and reasonable assistance, at Licensee’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option request and expense: , necessary to settle or defend such claim. Licensee agree to pay all damages and costs finally awarded against Licensor attributable to such claim. (d) Notwithstanding Subsection (a) procure for City the right to continue to use the Licensed Software as contemplated hereunderabove, (b) replace the Licensed Software with a non-infringingLicensor assumes no liability hereunder for, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of Infringement based on City’s use the Product not approved by Licensor or combination of any of the Licensed Software Product with products not approved by Licensor, and only to the extent that such modification or data of the type for which the Licensed Software was neither designed nor intended combination contributes to be usedsuch claim.

Infringement Indemnification. If notified (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Balsamiq’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Balsamiq shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Balsamiq hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Balsamiq may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Balsamiq may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a Product to make it non-infringing, functionally equivalent substitute Licensed Software, ; or (iii) refund any License Fees related to this Product paid by Licensee. (c) suitably modify Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any failure by City to implement applicable law, rule, regulation, or uses any improvements or updates proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use Product or combination of the Licensed Software Product with products products, not provided by Balsamiq or data of the type for which the Licensed Software was neither designed nor intended to be used.at Balsamiq’s direction,

Infringement Indemnification. If notified (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Balsamiq’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Balsamiq shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Balsamiq hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Balsamiq may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Balsamiq may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a non-Product to make it non- infringing, functionally equivalent substitute Licensed Software, ; or (iii) refund any License Fees related to this Product paid by Licensee. 10/8/15 3:52 PM Deleted: 1 – JULY (c) suitably modify Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) VERSION 3.2 – OCT 2015 5 Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any failure by City to implement applicable law, rule, regulation, or uses any improvements or updates proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use Product or combination of the Licensed Software Product with products, not provided by Balsamiq or at Balsamiq’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, any action brought against Balsamiq provided, however, that: (i) Balsamiq shall notify Licensee promptly in writing of any such claim; (ii) Balsamiq shall not enter into any settlement or compromise any such claim without Licensee’s prior written consent; (iii) Licensee shall have sole control of any such action and settlement negotiations; and (iv) Balsamiq shall provide Licensee with information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Balsamiq attributable to such claim. Balsamiq may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Balsamiq-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Balsamiq for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, Balsamiq assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Balsamiq or at Balsamiq’s direction or combination of any of the Product with products not approved by Balsamiq or data of the type for which the Licensed Software was neither designed nor intended to be usedat Balsamiq’s direction.

Infringement Indemnification. If notified (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a 6/6/12 9:37 AM Deleted: 0 – DECEMBER 2009 patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Balsamiq’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Balsamiq shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Balsamiq hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Balsamiq may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Balsamiq may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a non-Product to make it non- infringing, functionally equivalent substitute Licensed Software, ; or (iii) refund any License Fees related to this Product paid by Licensee. (c) suitably modify Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any failure by City to implement applicable law, rule, regulation, or uses any improvements or updates proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use Product or combination of the Licensed Software Product with products, not provided by Balsamiq or at Balsamiq’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, any action brought against Balsamiq provided, however, that: (i) Balsamiq shall notify Licensee promptly in writing of any such claim; (ii) Balsamiq shall not enter into any settlement or compromise any such claim without Licensee’s prior written consent; (iii) Licensee shall have sole control of any such action and 6/6/12 9:37 AM settlement negotiations; and (iv) Balsamiq shall provide Licensee with Deleted: 0 – DECEMBER 2009 information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Balsamiq attributable to such claim. Balsamiq may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Balsamiq-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Balsamiq for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, Balsamiq assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Balsamiq or at Balsamiq’s direction or combination of any of the Product with products not approved by Balsamiq or data of the type for which the Licensed Software was neither designed nor intended to be usedat Balsamiq’s direction.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement Attachment for the license of such infringing Licensed SoftwareSaaS Application and/or Services. Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software SaaS Application and Services was neither designed nor intended to be used.

Infringement Indemnification. (a) If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application(s) and Services infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. . (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application(s) and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. . (c) In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application(s) and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application(s) and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (ai) procure for City the right to continue to use the Licensed Software SaaS Application(s) and Services as contemplated hereunder, (bii) replace the Licensed Software SaaS Application(s) and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application(s) and Services, or (ciii) suitably modify the Licensed Software SaaS Application(s) and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application(s) and Services. If none of these options is reasonably available to Contractor, then the Agreement may applicable Purchase Order or relevant part of such Purchase Order be terminated at the option of either Party hereto and Contractor shall refund to City all amounts pre-paid under this Agreement for the license of such infringing Licensed Software. SaaS Application(s) and/or Services. (d) Any unauthorized modification or attempted modification of the Licensed Software SaaS Application(s) and Services by City City, or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application(s) and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application(s) and Services with products or data of the type for which the Licensed Software SaaS Application(s) and Services was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor or intended to be used.

Infringement Indemnification. If notified (a) Red Hammer will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Red Hammer’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Red Hammer promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Red Hammer’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Red Hammer shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Red Hammer with reasonable information and assistance, at Red Hammer’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Red Hammer agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Red Hammer and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Red Hammer hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Red Hammer may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Red Hammer may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, Product to make it noninfringing; or (iii) refund any License Fees related to this Product paid by Licensee. (c) suitably modify Exclusions from Defense Obligation. Red Hammer will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Red Hammer timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Red Hammer or at Red Hammer’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Red Hammer or at Red Hammer’s direction, or use or distributions of such modifications; or (iv) Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any failure by City to implement applicable law, rule, regulation, or uses any improvements or updates proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Red Hammer’s defense obligation, is based upon the claim that any modifications to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use Product or combination of the Licensed Software Product with products, not provided by Red Hammer or at Red Hammer’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, any action brought against Red Hammer provided, however, that: (i) Red Hammer shall notify Licensee promptly in writing of any such claim; (ii) Red Hammer shall not enter (iv) Red Hammer shall provide Licensee with information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Red Hammer attributable to such claim. Red Hammer may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Red Hammer-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Red Hammer for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 12(a) above, Xxx Xxxxxx assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Red Hammer or at Red Hammer’s direction or combination of any of the Product with products not approved by Red Hammer or data of the type for which the Licensed Software was neither designed nor intended to be usedat Red Hammer’s direction.

Infringement Indemnification. If notified (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Balsamiq’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Balsamiq shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Balsamiq hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Balsamiq may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Balsamiq may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a Product to make it non-infringing, functionally equivalent substitute Licensed Software, ; or (iii) refund any License Fees related to this Product paid by Licensee. (c) suitably modify Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Balsamiq or any failure by City to implement any improvements at Balsamiq’s direction, or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting use or distributions of such modification, attempted modification modifications; or failure to implement. Contractor shall have no liability for any claim of Infringement based on City(iv) Licensee’s use or combination of the Licensed Software with products or data Product in a manner that results in defamation, violates the privacy rights of the type for which the Licensed Software was neither designed nor intended to be used.individuals, transmits material in violation of any applicable law, Deleted: 4 – OCT 2016

Infringement Indemnification. If notified promptly in writing Subject to the limit of liability set forth above, Virtustream shall defend, or at its option, settle and pay any judicial action claim, suit, or proceeding brought against City Licensee based on an allegation that City’s use of the Licensed Software infringes a patent(excluding Third Party Software or Trial Software, copyright, if any) infringe or misappropriate any right of a third party copyright or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property United States patent or trademark (Infringement“Infringement Claim”), Contractor provided Licensee promptly notify Virtustream in writing of Licensee’s notification or discovery of an Infringement Claim such that Virtustream is not prejudiced by any delay in such notification. Virtustream may participate in the defense or settlement of any Infringement Claim and Licensee will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded provide reasonable assistance in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any same. Following notice of an Infringement Claim or if Virtustream believes such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal a claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringementis likely, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor Virtustream may at its option sole expense and expenseoption: (ai) procure for City Licensee the right to continue to Use/use the Licensed Software as contemplated hereunder, allegedly infringing Software; (bii) replace or modify the Licensed allegedly infringing Software with a to make it non-infringing, functionally equivalent substitute Licensed Software, ; or (ciii) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version if neither of the Licensed foregoing is commercially reasonable, accept return of the allegedly infringing Software and provide Licensee with a pro-rata refund of the applicable License Fees paid to Virtustream for the allegedly infringing Software based on a term of sixty (60) months following execution of the applicable Order for the Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have Virtustream assumes no liability for any claim Infringement Claims or allegations of Infringement infringement or misappropriation based on Cityon: (i) Licensee’s continued Use/use of allegedly infringing Software after notice from Virtustream that Licensee should cease Use/use of same due to an allegation of infringement or misappropriation; (ii) any modification of the Software by Licensee or at Licensee’s direction or Virtustream’s compliance with instructions or directives of Licensee; or (iii) Licensee’s combination of the Licensed Software with products other programs, data, hardware, or data other materials, if such Infringement Claim would have been avoided by the use of the type for which Software without such combination; or (iv) Infringement Claim is alleged in any way to result from the Licensed Use/use of the Software was neither designed nor intended to be used.in combination with equipment or third party software not approved by Virtustream; or (v) any Unlicensed Use/use of the Software. THE FOREGOING STATES LICENSEE’S ENTIRE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM AND DOES NOT COVER OPEN SOURCE SOFTWARE

Infringement Indemnification. If notified (a) Licensor will defend or settle, at its expense, any action brought against Licensee based upon the claim that the Product, if used within the scope of the License granted under this agreement, infringe a registered United States patent or copyright; provided, however, that: (i) Licensee shall notify Licensor promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, such claim; (ii) Licensee shall not enter into any settlement or compromise any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property claim without Licensor's prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Licensor shall have sole control of any such action and settlement negotiations; and (iv) Licensee shall provide Licensor with information and reasonable assistance, at Licensor's request and expense, necessary to settle or defend such claim. Licensor agrees to pay all damages and costs finally awarded against Licensee attributable to such claim. This Section 14 states the defense sole liability of Licensor and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product. (b) If the Product becomes, or in the opinion of Licensor may become, the subject of a claim of infringement of any third party right, Licensor may, at its option and in its discretion: (i) procure for Licensee the right to use the Product free of any liability; (ii) replace or modify the Product to make it non-infringing; or (iii) refund any license fees related to this Product paid by Licensee. (c) Licensee will defend or settle, at Licenseeʼs expense, any action brought against Licensor based upon the claim that any modifications to the Product or combination of the Product with products infringes or violates any third party right, and only to the extent that such modification or combination contributes to such claim; provided, however, that: (i) Licensor shall notify Licensee promptly in writing of any such claim; (ii) Licensor shall not enter into any settlement or compromise any such claim without Licenseeʼs prior written consent; (iii) Licensee shall have sole control of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim negotiations; and (other than a judicial actioniv) brought against City based on an allegation that City’s use of the Licensed Software constitutes InfringementLicensor shall provide Licensee with information and reasonable assistance, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option Licenseeʼs request and expense: , necessary to settle or defend such claim. Licensee agree to pay all damages and costs finally awarded against Licensor attributable to such claim. (d) Notwithstanding Subsection (a) procure for City the right to continue to use the Licensed Software as contemplated hereunderabove, (b) replace the Licensed Software with a non-infringingLicensor assumes no liability hereunder for, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of Infringement based on City’s use the Product not approved by Licensor or combination of any of the Licensed Software Product with products not approved by Licensor, and only to the extent that such modification or data of the type for which the Licensed Software was neither designed nor intended combination contributes to be usedsuch claim.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise, only if Contractor accepts the defense and hold harmless requirements without reservation, and provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement, only if Contractor accepts the defense and hold harmless requirements without reservation, and provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-non- infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed SoftwareSaaS Application and/or Services. Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software SaaS Application and Services was neither designed nor intended to be used, unless City has obtained prior written authorization from Contractor permitting such use.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of products and/or services that are the Licensed Software subject of this agreement infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise, provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software products and/or services that are the subject of this agreement constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software products and/or services that are the subject of this agreement by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software products and/or services that are the subject of this agreement is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software products and/or services that are the subject of this agreement as contemplated hereunder, (b) replace the Licensed Software products and/or services that are the subject of this agreement with a non-infringing, functionally equivalent substitute Licensed Softwareproducts and/or services that are the subject of this agreement, or (c) suitably modify the Licensed Software products and/or services that are the subject of this agreement to make its use hereunder non-non- infringing while retaining functional equivalency to the unmodified version of the Licensed Softwareproducts and/or services that are the subject of this agreement. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Softwareproducts and/or services that are the subject of this agreement. Any unauthorized modification or attempted modification of the Licensed Software products and/or services that are the subject of this agreement by City or any failure by City to implement any improvements or updates to the Licensed Softwareproducts and/or services that are the subject of this agreement, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software products and/or services that are the subject of this agreement was neither designed nor intended to be used.

Infringement Indemnification. If notified (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any judicial action brought against City based such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on an allegation that Cityany IP Claim without Balsamiq’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property prior written consent; (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor iii) Balsamiq shall have sole control of the defense of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all negotiations damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or its settlement or compromise. any other items provided by Balsamiq hereunder. (b) If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of InfringementProduct becomes, or in Contractor’s the opinion City’s use of the Licensed Software is likely to become Balsamiq may become, the subject of Infringementa claim of infringement of any third party right, Contractor may Balsamiq may, at its option and expensein its discretion promptly: (ai) procure for City Licensee the right to continue to use the Licensed Software as contemplated hereunder, Product free of any liability; (bii) replace or modify the Licensed Software with a non-Product to make it non- infringing, functionally equivalent substitute Licensed Software, ; or (iii) refund any License Fees related to this Product paid by Licensee. (c) suitably modify Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the Licensed Software to make its extent such IP Claim is based on: (i) use hereunder of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing while retaining functional equivalency to Product at no additional cost; (ii) the unmodified version combination, operation, or use of the Licensed Software. If none Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of these options is reasonably available to Contractorthe Product without such programs, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized data, hardware or operating systems; (iii) modification or attempted modification of the Licensed Software Product by City anyone except Balsamiq or any failure by City to implement any improvements at Balsamiq’s direction, or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination distributions of the Licensed Software with products such modifications; or data of the type for which the Licensed Software was neither designed nor intended to be used.(iv) Comparison 7/7/15 2:45 PM