Common use of Infringement Indemnification Clause in Contracts

Infringement Indemnification. 12.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its expense: (a) first procure for Purchaser the right to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products with other items not provided by Seller; (ii) infringement resulting from material modification of the Products by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly in writing of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlementswhich 10.2 If, as well as all costsin any such suit arising from such claim, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If the continued use of the Products for the purpose intended is enjoined or threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its own expense: (ai) first procure for Purchaser the right to continue using the ProductsProduct, or upon failing to procure such right; (b) modify or replace or modify the Product or components thereof with non-infringing Products so it becomes non-infringing, infringing while maintaining substantially similar functionality, or upon failing to secure either such right, (c) request Purchaser to return the infringing items to Seller and Seller shall refund to Purchaser the hardware purchase price or and/or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products Product by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products Product if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 Seller represents Each Party will defend, indemnify, hold the other Party harmless, and warrants pay resulting costs (including damages and reasonable attorneys’ fees finally awarded) from a Claim that (a) in the case of INAP, any Services as provided to Customer (“INAP Material”), or (b) in the case of Customer, the Customer Data or Customer Intellectual Property (“Customer Material” and collectively with INAP Material, the “Material”) infringes a third party’s United States patents, or copyright rights enforceable in a country signatory to the best Berne Convention, provided that (i) the indemnified Party promptly notifies the indemnifying Party in writing of its knowledge that neither the Products, replacement parts, their elements nor claim; (ii) the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge indemnified Party cooperates fully and shall cooperate timely with Seller such indemnifying Party in the defense of the Claim; and (iii) such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have indemnifying Party has sole control of the defense of such suit the Claim and all negotiations for related settlement negotiations; provided, further, that no settlement shall be entered into by the indemnifying Party prior to the indemnified Party giving its settlement, and Seller, at its own expense, shall defend written consent to the terms of such settlement involving un-indemnified or settle any and all infringement actions filed against Seller or Purchaser which involve non-monetary claims. Should the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If the continued use of the Products for the purpose intended is threatened any indemnifying Party’s Material (or any portion thereof) be enjoined, or if in indemnifying Party’s opinion are likely to be enjoined or is enjoined by any court of competent jurisdictionenjoined, Seller indemnifying Party shall, at its sole option, either (1) substitute a functionally equivalent non-infringing version of the affected portion(s) of indemnifying Party’s Material; (2) modify the infringing aspect of such Material so that it no longer infringes but remains a fully functionally equivalent; (3) obtain for the indemnified Party, at the indemnifying Party’s expense, the right to continue to use or receive the benefits of the indemnifying Party’s use of (as applicable) such Material; or (4) if none of the foregoing is commercially feasible and the Material is INAP’s, then Customer shall return the applicable INAP Materials and shall receive a refund for the fees paid by Customer for such INAP Materials. Notwithstanding any provision in this Agreement to the contrary, in no event shall INAP have any duty to indemnify Customer pursuant to this Section in connection with (x) any Service alleged to infringe any third party’s United States patent, or copyright rights enforceable in a country signatory to the Berne Convention, as a result of INAP’s use of or reliance on any of Customer’s Confidential Information, or (y) any product or Customer Offering. Notwithstanding any provision in this Agreement to the contrary, in no event shall either Party have any duty to indemnify the other Party pursuant to this Section with respect to any claim of infringement to the extent that it arises out of: (a) first procure for Purchaser following the right to continue using the Productsdesigns, specifications, or upon failing to procure such rightwritten instructions of the other Party; (b) replace or modify the Product so it becomes non-infringingParty seeking indemnification’s failure to obtain proper licenses for any Intellectual Property, while maintaining substantially similar functionalityincluding but not limited to, hardware, software, tools, or upon failing to secure either such right, designs provided the other Party for use hereunder; (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach such indemnified Party’s use of the preceding warranties caused directly by: indemnifying Party’s Material in a manner not reasonably contemplated in this Agreement; or (id) infringement resulting from Customer’s modification of the combination Services, or use of the Products Services in conjunction with other items (1) hardware, software, systems, or methods not provided by Seller; (ii) infringement resulting from material modification of the Products by someone other than SellerINAP, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii2) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new any product or corrected version did not adversely affect the Purchaser’s system’s functionalityCustomer Offering. THE RIGHTS AND REMEDIES PROVIDED IN THIS SECTION SHALL BE EACH PARTY’S EXCLUSIVE REMEDY FOR ANY AND ALL CLAIMS FOR INFRINGEMENT OF THE INFRINGING MATERIAL.

Infringement Indemnification. 12.1 Seller represents 9.2.1 Manufacturer agrees to defend, indemnify and warrants hold A10 harmless against any claims, damages, losses and reasonable expenses, whether direct, indirect or consequential, including but not limited to liabilities, obligations, claims, costs, reasonable expenses (including without limitation interest, penalties and reasonable attorney’s fees), fines, taxes, levies, imposts, assessment, demands, damages or judgments of any kind or nature (including without limitation administrative and judicial orders and consents, stipulations and other forms of resolution of administrative or judicial action) that the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates Products or infringes on any Services furnished by Manufacturer hereunder infringe a copyright, patent, trademark, servicemark, trade secret patent or other proprietary intellectual property right of any person a third Party, provided that: (i) A10 notifies Manufacturer in writing within thirty (30) days of the claim or entity. Purchaser shall notify Seller promptly within twenty (20) days of any infringement claim of which it response requested by the Court, whichever is earlier; (ii) Manufacturer has knowledge and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its related settlement negotiations, but A10 shall be allowed to approve any final settlement; and (iii) A10 provides Manufacturer with the assistance, information and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve authority necessary to perform Manufacturer’s obligations under this Section. Manufacturer will reimburse A10’s reasonable out-of-pocket expenses incurred in providing such assistance. 9.2.2 If the Products provided under this EPL Agreement and are found to infringe, Manufacturer shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If have the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shalloption, at its expense: , to (ai) first procure modify the Products to be non-infringing; or (ii) obtain for Purchaser the right A10 a license to continue using the Productsproducts in the manner described in the Purchase Order. If neither of these options is possible, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) Manufacturer shall refund to Purchaser the hardware purchase price or software license fees previously A10 any amounts paid by Purchaser for the infringing Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said useor Services. 12.3 Seller 9.2.3 Manufacturer shall have the sole right to have counsel of its choice, and control the defense or settlement of any Suit. Manufacturer may settle all lawsuits without A10’s consent. A10 shall not settle any lawsuits seeking indemnification from Manufacturer without Manufacturer’s consent. Failure to seek said consent waives A10’s right to seek Manufacturer’s indemnification of said settlement. 9.2.4 Manufacturer shall have no indemnification obligations obligation to Purchaser under this Article for indemnify A10 with respect to any breach claim arising out of (a) the preceding warranties caused directly by: (i) infringement resulting from the combination combination, operation, or use of the Products with other items any non-Manufacturer provided equipment, if the claim would not have occurred in the absence of such combination; (b) Manufacturer’s compliance with designs or specifications provided by SellerA10 if the claim would not have occurred in the absence of Manufacturer’s compliance with such A10 specification; and (c) A10’s change, modification, or alteration of the Products without Manufacturer’s consent, if the claim would not have occurred in the absence of such change, modification, or alteration. 9.2.5 In the event the infringement claim arose as a result of Section 9.2.5 above, A10 agrees to defend, indemnify and hold Manufacturer harmless against any claims, damages, losses and reasonable expenses, whether direct, indirect or consequential, including but not limited to liabilities, obligations, claims, costs, reasonable expenses (including without limitation interest, penalties and reasonable attorney’s fees), fines, taxes, levies, imposts, assessment, demands, damages or judgments of any kind or nature (including without limitation administrative and judicial orders and consents, stipulations and other forms of resolution of administrative or judicial action) brought against Manufacturer as a result of the Manufacturer’s compliance with the designs or specifications provided by A10 hereunder, provided such designs or specifications are the sole cause of the Product infringement claim which would not have arisen in the absence of Manufacturer’s compliance with such A10 specification, provided that: (i) Manufacturer notifies A10 in writing within thirty (30) days of the claim; (ii) infringement resulting from material modification A10 has sole control of the defense and all related settlement negotiations; and (iii) Manufacturer provides A10 with the assistance, information and authority necessary to perform A10’s obligations under this Section. A10 will reimburse Manufacturer’s reasonable out-of-pocket expenses incurred in providing such assistance. 9.2.6 If A10’s designs or specifications are found to be the sole cause of the claim, A10 shall have the option, at its expense, to (i) modify the specifications to be non-infringing; or (ii) obtain for Manufacturer a license to continue using the specifications in the manner provided by A10 for the manufacturing of Products by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s directionfor AID; or (iii) infringement resulting A10 may cease having Manufacturer use such designs and/or specifications and cancel any outstanding Purchase Orders, 9.2.7 A10 shall have the sole right to have counsel of its choice, and control the defense or settlement of any suit. A10 may settle all lawsuits without Manufacturer’s consent. Manufacturer shall not settle any lawsuits seeking indemnification from PurchaserA10 without A10’s use consent. Failure to seek said consent waives Manufacturer’s right to seek A10’s indemnification of an allegedly infringing version said settlement. 9.2.8 The Parties agree that the indemnification obligations under Sections 9.1 and 9.2 and that the full extent of the obligation of either Party to indemnify the other under from any and all costs, losses, expenses, damages, attorneys’ fees, liabilities and judgments that the other Party may suffer, sustain or incur as a result of any Suit shall not exceed a reasonable royalty of not more than three percent (3%), of the cumulative, aggregate sales price from Manufacturer to A10 of all the Products if accused in said Suit. The Parties agrees that this amount shall be the alleged infringement would have been avoided by maximum liability of either Party to the use of a different version Seller made available other Party for indemnification (“Indemnification Maximum”) with respect to Purchaser at any Suit, and in no cost event shall either Party’s liability to Purchaser, as long as the new or corrected version did not adversely affect other Party for any Suit exceed the Purchaser’s system’s functionalityIndemnification Maximum.

Infringement Indemnification. 12.1 a. Seller represents and warrants to the best of its knowledge shall defend Buyer against any claim, suit or proceeding brought against Buyer insofar as it is based on a claim that neither the Productsany Product delivered hereunder, replacement partsas originally delivered by Seller, their elements nor the use thereof violates directly infringes a United States patent or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge and shall cooperate with Seller copyright in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control existence as of the defense date of delivery of the Product to Buyer (an "Infringement Claim") so long as Seller is notified promptly in writing by Buyer as to any such suit and all negotiations for its settlementclaim, and is given full authority, information and assistance for the defense. In addition to Seller's obligation to defend, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its expense: (a) first procure for Purchaser the right to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer useBuyer. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 Seller shall have no indemnification obligations liability to Purchaser Buyer under this Article section for any breach alleged or actual infringement arising out of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products delivered hereunder in connection or in combination with other items equipment, devices or software not provided by Seller; , (ii) infringement resulting from material use of Products delivered hereunder in a manner for which the same were not designed or that is inconsistent with the terms of this Agreement, (iii) any modification of the Products by someone other than Sellerdelivered hereunder, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction(iv) compliance with Buyer's specifications; or (iiiv) infringement resulting from Purchaser’s use of an allegedly infringing version the Product in a patented process. Seller shall further have no liability to Buyer for any alleged or actual infringement arising out of Buyer's use or transfer of the Product delivered hereunder after Seller's notice that Buyer shall cease use or transfer of such Product. Seller's obligations set forth above shall not apply to any Products if the whose alleged infringement would have been avoided is solely based on contributory infringement or inducement of infringement. Seller shall not be responsible for any compromise or settlement made by Buyer without its consent. Seller shall not be obligated to defend or be liable for costs and damages for any suit claiming that the use of Products infringe a different version Seller made available to Purchaser at no cost to Purchaserpatent in which the Buyer, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionalityany subsidiary or affiliate thereof, has a direct or indirect ownership interest in such patent.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 10.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its expense: (a) first procure for Purchaser the right to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products Product by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products Product if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly in writing of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal attorney fees, settlements, damages and judgment finally awarded against Purchaser. 12.2 If 10.2 If, in any such suit arising from such claim, the continued use of the Products for the purpose intended is enjoined or threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its own expense: (ai) first procure for Purchaser the right to continue using the ProductsProduct, or upon failing to procure such right; (b) modify or replace or modify the Product or components thereof with non-infringing Products so it becomes non-infringing, infringing while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use.substantially 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products Product by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products Product if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and SellerSUPPLIER, at its own expense, shall indemnify and hold harmless PURCHASER and ORDERING PARTIES against any direct or indirect loss or damages sustained by PURCHASER or any ORDERING PARTY as a result of a claim or action brought by any third party for infringement of any intellectual property rights (patent right, copyright, mask work right, trademark, trade secret or other intellectual property right of any third party) by reason of the possession, manufacture, use, offer, import, export, or sale of the PRODUCT, provided that PURCHASER/ORDERING PARTY • gives SUPPLIER, without undue delay, written notice of such claim; • permits SUPPLIER to defend or settle any the claim; and all infringement actions filed against Seller • provides SUPPLIER with assistance, information and authority necessary to defend or Purchaser which involve settle the Products provided claim (SUPPLIER shall reimburse PURCHASER and/or ORDERING PARTY for reasonable expenses incurred in providing such assistance and information). In the event that an adverse judgement or injunction is rendered or in the opinion of SUPPLIER is likely to be rendered, SUPPLIER shall in addition to the aforesaid, at its option, • procure for ORDERING PARTY the right to continue to use the PRODUCTS; or • modify the PRODUCTS so they become non-infringing; or • provide replacements that perform the same functions as the PRODUCTS; or PURCHASER’s rights under this EPL Agreement Section 16.3 are in addition to, and shall pay all settlementsnot in lieu of, any other rights PURCHASER or ORDERING PARTY may have under this FPA, including any EXHIBIT, as well as all costs, legal fees, damages and judgment finally awarded against Purchaserany INDIVIDUAL AGREEMENT and/or at applicable law. 12.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its expense: (a) first procure for Purchaser the right to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products with other items not provided by Seller; (ii) infringement resulting from material modification of the Products by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying informationclaim, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 . If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its expense: (a) first procure for Purchaser the right to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 10.2 Seller shall have no indemnification obligations to Purchaser under this Article obligation for any breach of the preceding warranties caused infringement claims resulting directly byfrom: (ia) infringement resulting from Seller’s compliance with Purchaser’s designs, specifications or instructions; (b) unauthorized Product modifications by Purchaser or a third party other than an authorized reseller for Seller, and (c) the combination or use of the Product with Products with other items not provided supplied by Seller; (ii) infringement resulting from material modification of the Products by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 10.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its expense: (a) first procure for Purchaser the right to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products with other items not provided by Seller; (ii) infringement resulting from material modification of the Products by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.the

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly in writing of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal attorney fees, settlements, damages and judgment finally awarded against Purchaser. 12.2 If 10.2 If, in any such suit arising from such claim, the continued use of the Products for the purpose intended is enjoined or threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its own expense: (ai) first procure for Purchaser the right to continue using the ProductsProduct, or upon failing to procure such right; (b) modify or replace or modify the Product or components thereof with non-infringing Products so it becomes non-infringing, infringing while maintaining substantially similar functionality, or upon failing to secure either such right, (c) request Purchaser to return the infringing items to Seller and Seller shall refund to Purchaser the hardware purchase price or and/or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products Product by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products Product if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.made

Infringement Indemnification. 12.1 Seller represents and warrants to To the best of Contractor’s knowledge, the Authorized User’s permitted use of licensed software shall not infringe the intellectual property rights of any third party. If a third party makes a claim against the Authorized User that any information, design, specification, instruction, software, data, or material furnished by Contractor and used by the Authorized User infringes its knowledge intellectual property rights, Contractor shall indemnify and at its own expense (including payment of attorney’s fees, expert fees and court costs) defend the Authorized User against any loss, cost, damage, liability or expense from any and all third party claims that neither the Products, replacement parts, their elements nor the use thereof violates or license software infringes on any copyright, patent, trademark, servicemarkcopyright, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge a third party and shall cooperate with Seller indemnify and hold harmless the Authorized User from any amounts assessed against them in a resulting judgment or amounts to settle such claims provided that the defense Authorized User does the following: Contract #505ENT-M17-WICOMPUTER-05 23 of such 25 Computer Equipment and Related Services  notifies Contractor promptly in writing, not later than thirty (30) days after the Authorized User receives notice of the claim (or sooner if required by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi applicable law, have );  gives Contractor sole control of the defense of such suit and all negotiations for its settlementany settlement negotiations; and  gives Contractor the information, authority, and Seller, at its own expense, shall assistance the provider needs to defend against or settle the claim. If licensed software is, or is likely to be, the subject of an infringement claim, or Contractor believes or it is determined that any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdictionmaterial may have violated someone else’s intellectual property rights, Seller shallContractor, at its expense: (a) first procure for Purchaser the right , shall choose to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from modify the combination material to be non-infringing (while substantially preserving its utility or use of the Products with other items not provided by Seller; functionality) (ii) infringement resulting from material modification of obtain a license to allow for the Products by someone other than SellerAuthorized User’s continued use, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use replace the licensed software with another system or components of an allegedly infringing version comparable quality and functionality. If Contractor is unable to provide one of these remedies in (i) nor (ii) within sixty (60) days of notice of the Products if the alleged infringement would have been avoided claim (unless such period is extended by the use of a different version Seller made available State), Contractor shall have the right to Purchaser at no cost to Purchaser, as long as terminate this Contract and refund all fees paid hereunder for the new or corrected version did not adversely affect the Purchaser’s system’s functionalitylicensed software.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly in writing of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal attorney fees, settlements, damages and judgment finally awarded against Purchaser. 12.2 If 10.2 If, in any such suit arising from such claim, the continued use of the Products for the purpose intended is enjoined or threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its own expense: (ai) first procure for Purchaser the right to continue using the ProductsProduct, or upon failing to procure such right; (b) modify or replace or modify the Product or components thereof with non-infringing Products so it becomes non-infringing, infringing while maintaining substantially similar functionality, or upon failing to secure either such right, (c) request Purchaser to return the infringing items to Seller and Seller shall refund to Purchaser the hardware purchase price or and/or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products Product by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.or

Infringement Indemnification. 12.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and SellerSUPPLIER, at its own expense, shall indemnify and hold harmless PURCHASER and ORDERING PARTIES against any direct or indirect loss or damages sustained by PURCHASER or any ORDERING PARTY as a result of a claim or action brought by any third party for infringement of any intellectual property rights (patent right, copyright, mask work right, trademark, trade secret or other intellectual property right of any third party) by reason of the possession, manufacture, use, offer, import, export, or sale of the PRODUCT, provided that PURCHASER/ORDERING PARTY • gives SUPPLIER, without undue delay, written notice of such claim; • permits SUPPLIER to defend or settle any the claim; and all infringement actions filed against Seller • provides SUPPLIER with assistance, information and authority necessary to defend or Purchaser which involve settle the Products provided claim (SUPPLIER shall reimburse PURCHASER and/or ORDERING PARTY for reasonable expenses incurred in providing such assistance and information). In the event that an adverse judgement or injunction is rendered or in the opinion of SUPPLIER is likely to be rendered, SUPPLIER shall in addition to the aforesaid, at its option, • procure for ORDERING PARTY the right to continue to use the PRODUCTS; or • modify the PRODUCTS so they become non-infringing; or • provide replacements that perform the same functions as the PRODUCTS; or • [*]. PURCHASER’s rights under this EPL Agreement Section 16.3 are in addition to, and shall pay all settlementsnot in lieu of, any other rights PURCHASER or ORDERING PARTY may have under this FPA, including any EXHIBIT, as well as all costs, legal fees, damages and judgment finally awarded against Purchaserany INDIVIDUAL AGREEMENT and/or at applicable law. 12.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its expense: (a) first procure for Purchaser the right to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products with other items not provided by Seller; (ii) infringement resulting from material modification of the Products by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 Seller 8.1 Licensor represents and warrants warrants, to the best of its knowledge knowledge, that neither the Products, replacement parts, Applications and Services provided to MDHS under this Agreement nor their elements nor the use thereof violates by MDHS will violate or infringes infringe on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and SellerLicensor, at its own expense, shall defend or settle any and all infringement actions filed against Seller Licensor or Purchaser MDHS which involve the Products Applications, Services or other items provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal attorney fees, damages and judgment finally awarded against Purchaser. 12.2 If MDHS provided that: (a) MDHS notifies Licensor in writing of any such claim of which it has knowledge; (b) Licensor has, to the extent authorized by Mississippi law, sole control of the defense of any actions or negotiations related to the defense or settlement of any such claim, and (c) MDHS cooperates in the defense of the claim by supplying Licensor all relevant information currently available and in its possession, all at Licensor’s expense. In no event shall the State compromise, settle or adversely impact the defense of any actions or negotiations without the prior, written consent of Licensor. Further, in no event shall Licensor compromise or settle any such actions or negotiations without the prior written consent of MDHS if such compromise or settlement would create an obligation or liability upon MDHS or the State. If, in any such suit arising from such claim, the continued use of the Products items for the purpose intended is enjoined or threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller Licensor shall, at its expense: (a) first procure for Purchaser MDHS the right to continue using the Productssuch Applications or Services, or upon failing to procure such right; (b) modify or replace or modify the Product so it becomes them with non-infringing, while maintaining substantially similar infringing items with equivalent functionality, or upon failing to secure either such rightright at Licensor’s reasonable expense, (c) issue a pro-rata refund to Purchaser MDHS for the hardware purchase price or software license fees previously paid by Purchaser MDHS for the Products Purchaser infringing Applications and Services MDHS may no longer use. Said refund shall be paid within ten (10) working business days of notice to Purchaser MDHS to discontinue said use. 12.3 Seller 8.2 Licensor shall have no indemnification obligations to Purchaser under this Article obligation for any breach of the preceding warranties infringement claims caused directly by: (ia) infringement resulting from an unauthorized modification of the combination Applications or Service by MDHS or a third party; (b) use of the Products Service other than in accordance with other items the Documentation for the Service or as authorized herein; (c) use of the Services in conjunction with any data, equipment or software not provided by Seller; (ii) infringement resulting from material modification of Licensor where the Products by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s directionServices would not otherwise be infringing except for such combination; or (iiid) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products if the alleged infringement would have been avoided Services or Application by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionalityMDHS other than in accordance with this Agreement.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly in writing of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal attorney fees, settlements, damages and judgment finally awarded against Purchaser. 12.2 If 10.2 If, in any such suit arising from such claim, the continued use of the Products for the purpose intended is enjoined or threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its own expense: (ai) first procure for Purchaser the right to continue using the ProductsProduct, or upon failing to procure such right; (b) modify or replace or modify the Product or components thereof with non-infringing Products so it becomes non-infringing, infringing while maintaining substantially similar functionality, or upon failing to secure either such right, (c) request Purchaser to return the infringing items to Seller and Seller shall refund to Purchaser the hardware purchase price or and/or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use.may 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products Product by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products Product if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 Seller represents and warrants to To the best of Contractor’s knowledge, the Authorized User’s permitted use of licensed software shall not infringe the intellectual property rights of any third party. If a third party makes a claim against the Authorized User that any information, design, specification, instruction, software, data, or material furnished by Contractor and used by the Authorized User infringes its knowledge intellectual property rights, Contractor shall indemnify and at its own expense (including payment of attorney’s fees, expert fees and court costs) defend the Authorized User against any loss, cost, damage, liability or expense from any and all third party claims that neither the Products, replacement parts, their elements nor the use thereof violates or license software infringes on any copyright, patent, trademark, servicemarkcopyright, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge a third party and shall cooperate with Seller indemnify and hold harmless the Authorized User from any amounts assessed against them in a resulting judgment or amounts to settle such claims provided that the defense Authorized User does the following: Contract #505ENT-M17-WICOMPUTER-02 23 of such 25 Computer Equipment and Related Services  notifies Contractor promptly in writing, not later than thirty (30) days after the Authorized User receives notice of the claim (or sooner if required by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi applicable law, have );  gives Contractor sole control of the defense of such suit and all negotiations for its settlementany settlement negotiations; and  gives Contractor the information, authority, and Seller, at its own expense, shall assistance the provider needs to defend against or settle the claim. If licensed software is, or is likely to be, the subject of an infringement claim, or Contractor believes or it is determined that any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdictionmaterial may have violated someone else’s intellectual property rights, Seller shallContractor, at its expense: (a) first procure for Purchaser the right , shall choose to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from modify the combination material to be non-infringing (while substantially preserving its utility or use of the Products with other items not provided by Seller; functionality) (ii) infringement resulting from material modification of obtain a license to allow for the Products by someone other than SellerAuthorized User’s continued use, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use replace the licensed software with another system or components of an allegedly infringing version comparable quality and functionality. If Contractor is unable to provide one of these remedies in (i) nor (ii) within sixty (60) days of notice of the Products if the alleged infringement would have been avoided claim (unless such period is extended by the use of a different version Seller made available State), Contractor shall have the right to Purchaser at no cost to Purchaser, as long as terminate this Contract and refund all fees paid hereunder for the new or corrected version did not adversely affect the Purchaser’s system’s functionalitylicensed software.

Infringement Indemnification. 12.1 a. Seller represents shall defend Buyer against any claim, and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, lawsuit to the extent authorized based thereon, that is brought against Buyer alleging that any Seller-branded product (“Product”), as originally delivered by Mississippi lawSeller to Buyer under this Agreement, have directly infringes a United States patent in existence as of the date of delivery of such Product to Buyer ("Infringement Claim"), so long as Seller is notified in writing by Xxxxx as soon as reasonably practicable as to any such claim, is given sole authority and control of the defense of such suit and all negotiations for its settlementdefense, and is provided by Xxxxx all requested information and assistance for resolving or defending the Infringement Claim. For non-Seller-branded product supplied hereunder, at its own expenseincluding any third party software, Seller’s obligations for IP infringement claims shall defend be limited to any IP indemnities or settle any defense commitments provided by such third party supplier. In addition to Seller's obligation to defend, and all infringement actions filed against subject to the same conditions, Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined Buyer by any a court of competent jurisdictionjurisdiction to the extent based upon such Infringement Claim. If a Product is subject to an Infringement Claim or, Seller if in Seller’s judgment, likely to become subject to a Infringement Claim, Seller’s obligations under this Section shall be fulfilled if at any xxxx Xxxxxx, in its sole discretion, shall, at its expense: (ax) first procure obtain a license for Purchaser the right Buyer to continue using to use or to sell the Products, or upon failing to procure such rightProduct purchased from Seller; (by) replace or modify the Product so it becomes as to be substantially functionally equivalent but non-infringing; or (z) refund 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, while maintaining substantially similar functionalityor otherwise, arising out of or in connection with Buyer’s ordering, use or transfer of Products after Seller’s notice to Buyer that Buyer shall cease use or transfer of such Products. b. Seller shall have no liability to Buyer under this Agreement (i) for any damages based upon a per-use royalty or the Buyer’s revenues, or upon failing 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 secure either such rightSeller for the infringing Product; or (ii) for any alleged or actual infringement arising out of (a) use of Products in connection or in combination with equipment, devices or software not provided by Seller, (b) use of Products in a manner for which they were not designed, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products with other items not provided by Seller; (ii) infringement resulting from material modification of the Products by someone anyone other than Seller, its agents (d) compliance with Buyer's designs, specifications, guidelines or subcontractors or Purchaser’s employees who were working at Seller’s directioninstructions; or (iiie) infringement resulting from Purchaser’s use of an allegedly infringing version the Product in a patented process ((a) – (e) defined as “Excluded Conduct”). Buyer shall indemnify Seller against any claim of infringement that is brought against Seller based upon or arising out of such Excluded Conduct or arising out of Buyer’s continued use or transfer of Products after being noticed to cease such use or transfer. Seller shall not be responsible for any compromise or settlement made by Buyer without Seller’s prior written consent. c. THIS SECTION PROVIDES BUYER’S SOLE AND EXCLUSIVE REMEDIES AND SELLER’S ENTIRE LIABILITY IN THE EVENT OF AN INFRINGEMENT CLAIM. BUYER HAS NO RIGHT TO RECOVER AND SELLER HAS NO OBLIGATION TO PROVIDE ANY OTHER OR FURTHER REMEDIES, WHETHER UNDER ANOTHER PROVISION OF THIS AGREEMENT OR ANY OTHER LEGAL THEORY OR PRINCIPLE, IN CONNECTION WITH AN INFRINGEMENT CLAIM. IN ADDITION, THE RIGHTS AND REMEDIES PROVIDED IN THIS SECTION ARE SUBJECT TO AND LIMITED BY THE RESTRICTIONS SET FORTH IN THE GENERAL LIMIT OF LIABILITY SECTION OF THIS AGREEMENT. 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, DAMAGES OR INJURIES UNDER THIS SECTION. In no event shall Seller’s liability under this Section exceed the total net sales to Buyer of the Products if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionalityapplicable Product.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser.defense 12.2 10.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its expense: (a) first procure for Purchaser the right to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products Product by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products Product if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 10.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its expense: (a) first procure for Purchaser the right to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use.procure 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products Product by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products Product if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of . 10.2 If, in any infringement claim of which it has knowledge and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlementarising from such claim, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If the continued use of the Products for the purpose intended is enjoined or threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its own expense: (ai) first procure for Purchaser the right to continue using the ProductsProduct, or upon failing to procure such right; (b) modify or replace or modify the Product or components thereof with non-infringing Products so it becomes non-infringing, infringing while maintaining substantially similar functionality, or upon failing to secure either such right, (c) request Purchaser to return the infringing items to Seller and Seller shall refund to Purchaser the hardware purchase price or and/or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products Product by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products Product if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 10.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its expense: (a) first procure for Purchaser the right to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use.) 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products Product by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products Product if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser.Products 12.2 10.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its expense: (a) first procure for Purchaser the right to continue using the Products, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products Product by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products Product if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 Seller represents and warrants to the best of its knowledge Distributor shall promptly notify BCGI if any person or entity claims that neither the Products, replacement parts, their elements nor the use thereof violates or any Product infringes on any copyright, patent, trademark, servicemark, trade secret copyright or other proprietary right of any person third party. BCGI shall at its expense defend, indemnify and hold harmless Distributor and its customers against any suit, proceeding or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, brought against Distributor and/or its customers to the extent authorized by Mississippi lawit is based on a claim that any Product furnished hereunder constitutes an infringement of any patent, copyright or the intellectual property rights of any third party in the Territory, provided that: (i) BCGI is promptly informed in writing and furnished a copy of each communication, notice or other action relating to the alleged breach or infringement; (ii) BCGI shall have sole control of over the defense of such suit and all negotiations for a settlement or compromise; (iii) BCGI is given, by Distributor and its settlementcustomers, all reasonable authority, information and Seller, assistance (at its own BCGI's expense, shall ) necessary to defend or settle such suit or proceeding; and (iv) Distributor or its customers incurs no obligation or liability without the prior writing consent of BCGI. The foregoing obligation of BCGI does not apply to any and all Product or portion or component thereof: (a) which is modified by persons or entities other than BCGI (or persons or entities employed or contracted by BCGI) if the alleged infringement actions filed against Seller relates to such modification; or Purchaser (b) which involve is combined with other products, processes or materials not supplied or recommended by BCGI where the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 alleged infringement relates to such combination. If the continued use of the Products for the purpose intended event that any Product is threatened held to be enjoined or is enjoined by any court of competent jurisdictionconstitute such an infringement, Seller BCGI shall, at its expenseoption, either: (ai) first procure for Purchaser Distributor and its customers the right to continue using to use the Products, or upon failing to procure such rightapplicable Product; (bii) replace or modify the applicable Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products with other items not provided by Seller; (ii) infringement resulting from material modification of the Products by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version remove the Product and refund Distributor the undepreciated portion of the Products if Price paid by Distributor for such Product, assuming a thirty-six (36)-month straight-line depreciationschedule. This Section states the alleged entire liability of BCGI with respect to infringement would have been avoided of any copyrights, patents, or other intellectual property rights by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionalityProducts.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Master Agreement and shall pay all settlements, as well as all costs, legal attorney fees, settlements, damages and judgment finally awarded against Purchaser, provided that: (i) Purchaser promptly notifies Seller in writing of any such claim of which it has knowledge; (ii) Seller has, to the extent authorized by Mississippi law, sole control of the defense of any actions and negotiations related to the defense or settlement of any claim, and (iii) Purchaser cooperates in the defense of the claim by supplying Seller all relevant information currently available and in its possession, all at Seller’s expense. 12.2 10.2 If Seller believes that the continued Product is or will become the subject of an infringement claim, or in the event that use of the Products for the purpose intended Product is threatened to be enjoined or is enjoined by any court of competent jurisdictionenjoined, Seller shallSeller, at its own expense, shall: (a) first procure for Purchaser the right to continue using the ProductsProduct, or upon failing to procure such right; (b) modify or replace or modify the Product so to make it becomes non-infringing, infringing while maintaining substantially similar functionalitysoftware functionality or data/informational content, or upon failing to secure either such right, (c) request Purchaser to return the infringing items to Seller and Seller shall refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products the Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused infringement resulting directly byfrom: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.not

Infringement Indemnification. 12.1 Seller represents LightRiver shall indemnify and warrants hold harmless Customer from and against any damages actually finally awarded against Customer to a third party resulting from such third party’s claims (or any settlement agreed to by LightRiver in favor of such third party) alleging that the best Product infringes or violates any (a) United States patent issued on or before the Effective Date, (b) United States trademark issued on or before the Effective Date, or (c) United States copyright (but LightRiver shall not indemnify Customer for any loss of its knowledge that neither the Productsprofits and/or revenues resulting from such suit or proceeding) of such third party provided, replacement partsthat, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right Customer gives to LightRiver prompt written notice of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it under this paragraph, LightRiver has knowledge and shall cooperate with Seller in the right to assume the defense of such claim by supplying informationand select counsel, all at Seller’s expense. Seller shall, LightRiver has the right to consent to the extent authorized by Mississippi lawentry of judgment with respect to, have sole control of or otherwise settle such claim and Customer cooperates in the defense or prosecution of such suit and all negotiations for its settlementclaim. Should the Product become, and Selleror in LightRiver’ opinion be likely to become, at its own expensethe subject of a claim of infringement, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller LightRiver shall, at its expense: sole option, either (ai) first procure obtain for Purchaser Customer the right to continue using the Products, allegedly infringing material pursuant to the terms and conditions of this Agreement or upon failing to procure such right; (bii) replace or modify the Product allegedly infringing material so that it becomes non-infringinginfringing but functionally equivalent in all material respects. If LightRiver, while maintaining substantially similar functionalityat its sole reasonable discretion, or determines that neither of the foregoing is commercially reasonable, LightRiver shall terminate any license as to any allegedly infringing material effective upon failing to secure either such right, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser Customer, Customer shall return all allegedly infringing material to discontinue said use. 12.3 Seller LightRiver and LightRiver shall have no indemnification obligations pay to Purchaser under this Article for Customer an amount equal to any breach paid-in Product Fees with respect to the allegedly infringing material, such amount to be pro rated based on a three year amortization schedule commencing on the date of shipment of the preceding warranties caused directly by: allegedly infringing material. The foregoing indemnification obligation shall not apply to any claim based on or arising from (A) the combination of the Product with (i) infringement resulting from the other products supplied by LightRiver if LightRiver did not intend for them to be used in combination with each other or use of the Products with other items not provided by Seller; (ii) infringement resulting from material modification of the Products products supplied by someone other than SellerLightRiver (unless LightRiver intended for them to be used in combination with each other) provided in either case the infringement arises in connection with the combination, its agents (B) Products supplied by LightRiver in accordance with Customer’s designs, specifications, or subcontractors instructions, (C) the failure of Customer or Purchaser’s employees who were working at Seller’s direction; an Agent to use updated or corrected Products provided by LightRiver, or (iiiE) infringement resulting from Purchaser’s the failure of Customer or an Agent to use of an allegedly infringing version of the Products if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to PurchaserProduct for its intended purposes. THE FOREGOING STATES THE ENTIRE LIABILITY OF LIGHTRIVER TO CUSTOMER, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionalityWHETHER FOR DAMAGES OR OTHERWISE, FOR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO ANY PRODUCT.

Infringement Indemnification. 12.1 a. Seller represents shall indemnify Buyer by (i) defending any claim and warrants 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 best date of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge and shall cooperate with Seller in the defense delivery of such claim Seller Product to Buyer ("Infringement Claim"), so long as Seller is promptly notified in writing by supplying informationBuyer as to any such claim, is given sole authority and control of the defense, and is provided by Xxxxx all at Seller’s expense. Seller shallrequested 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 authorized based upon the Infringement Claim. For non-Seller-branded products, including any third-party software, Seller’s obligations for IP infringement claims shall be limited to any indemnities or defense commitments provided by Mississippi lawsuch third-party supplier. If a Seller Product is subject to an Infringement Claim or, if in Seller’s judgment may become subject to an Infringement Claim, Seller’s obligations under this section (Infringement Indemnification) shall be fulfilled if at any xxxx Xxxxxx, in its sole discretion: (x) obtains a license for Buyer to continue to use or to sell the Seller Product; (y) replaces or modifies the Seller Product so as to 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 sole control 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 the Buyer’s revenues, or upon any damages theory other than a reasonable royalty applied to, or lost profits of the defense of such suit and all negotiations for its settlementpatent owner based on, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against the purchase price paid by Buyer to Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If the continued use of the Products for the purpose intended is threatened to be enjoined infringing Seller Product; or is enjoined by (ii) for any court alleged or actual infringement arising out of competent jurisdiction, Seller shall, at its expense: (a) first procure for Purchaser the right to continue using the Productsuse of Seller Products in connection or in combination with equipment or software not provided by Seller, or upon failing to procure such right; (b) replace or modify the Product so it becomes non-infringing, while maintaining substantially similar functionality, or upon failing to secure either such rightuse of Seller Products in a manner for which they were not designed, (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products with other items not provided by Seller; (ii) infringement resulting from material modification of the Seller Products by someone anyone other than Seller, its agents (d) compliance with Buyer's designs, specifications, guidelines or subcontractors instructions, or Purchaser’s employees who were working at (e) use of the Product in a patented process. Seller shall not be responsible for any compromise or settlement made by Buyer without Seller’s direction; or prior written consent. c. THIS SECTION (iiiInfringement Indemnification) infringement resulting from PurchaserPROVIDES 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, DAMAGES OR INJURIES UNDER THIS SECTION. In no event shall Seller’s use of an allegedly infringing version liability under this section exceed the total net sales to Buyer of the Products if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionalityapplicable Product.

Infringement Indemnification. 12.1 Seller 13.1 Contractor represents and warrants warrants, to the best of its knowledge knowledge, that neither the Products, replacement parts, Applications and Services provided to Customer under this Master Agreement nor their elements nor the use thereof violates by Customer will violate or infringes infringe on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly of any infringement claim of which it has knowledge and shall cooperate with Seller in the defense of such claim by supplying information, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of such suit and all negotiations for its settlement, and SellerContractor, at its own expense, shall defend or settle any and all infringement actions filed against Seller Contractor or Purchaser Customer which involve the Products Applications, Services or other items provided under this EPL Master Agreement and shall pay all settlements, as well as all costs, legal attorney fees, damages and judgment finally awarded against Purchaser. 12.2 If Customer provided that: (a) Customer notifies Contractor in writing of any such claim of which it has knowledge; (b) Contractor has, to the extent authorized by Mississippi law, sole control of the defense of any actions or negotiations related to the defense or settlement of any such claim, and (c) Customer cooperates in the defense of the claim by supplying Contractor all relevant information currently available and in its possession, all at Contractor’s expense. In no event shall the State compromise, settle or adversely impact the defense of any actions or negotiations without the prior, written consent of Contractor. Further, in no event shall Contractor compromise or settle any such actions or negotiations without the prior written consent of Customer if such compromise or settlement would create an obligation or liability upon Customer or the State. If, in any such suit arising from such claim, the continued use of the Products items for the purpose intended is enjoined or threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller Contractor shall, at its expense: (a) first procure for Purchaser Customer the right to continue using the Productssuch Applications or Services, or upon failing to procure such right; (b) modify or replace or modify the Product so it becomes them with non-infringing, while maintaining substantially similar infringing items with equivalent functionality, . 13.2 Contractor shall have no obligation for infringement claims caused by: (a) an unauthorized modification of the Applications or upon failing to secure either such right, Service by Customer or a third party; (b) use of the Service other than in accordance with the Documentation for the Service or as authorized herein; (c) refund to Purchaser the hardware purchase price or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Services in conjunction with other items any data, equipment or software not provided by Seller; (ii) infringement resulting from material modification of Contractor where the Products by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s directionServices would not otherwise be infringing except for such combination; or (iiid) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products if the alleged infringement would have been avoided Services or Application by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionalityCustomer other than in accordance with this Master Agreement.

Infringement Indemnification. 12.1 10.1 Seller represents and warrants to the best of its knowledge that neither the Products, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other proprietary right of any person or entity. Purchaser shall notify Seller promptly in writing of any infringement claim of which it has knowledge knowledge, and shall cooperate with Seller in the defense of such claim by supplying information, 10.2 If, all at Seller’s expense. Seller shall, to the extent authorized by Mississippi law, have sole control of the defense of in any such suit and all negotiations for its settlementarising from such claim, and Seller, at its own expense, shall defend or settle any and all infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlements, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If the continued use of the Products for the purpose intended is enjoined or threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller shall, at its own expense: (ai) first procure for Purchaser the right to continue using the ProductsProduct, or upon failing to procure such right; (b) modify or replace or modify the Product or components thereof with non-infringing Products so it becomes non-infringing, infringing while maintaining substantially similar functionality, or upon failing to secure either such right, (c) request Purchaser to return the infringing items to Seller and Seller shall refund to Purchaser the hardware purchase price or and/or software license fees previously paid by Purchaser for the Products Purchaser may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said use. 12.3 10.3 Seller shall have no indemnification obligations to Purchaser under this Article for any breach of the preceding warranties caused directly by: (i) infringement resulting from the combination or use of the Products Product with other items not provided by Seller; (ii) infringement resulting from material modification of the Products Product by someone other than Seller, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products Product if the alleged infringement would have been avoided by the use of a different version Seller made available to Purchaser at no cost to Purchaser, as long as the new or corrected version did not adversely affect the Purchaser’s system’s functionality.

Infringement Indemnification. 12.1 Seller represents a. CommerceWave agrees to indemnify, hold harmless and warrants to defend Encanto and its officers, directors, employees and agents from and against any and all losses, claims, damages, liability, demands, actions, judgments, settlements, costs (including attorneys' fees) and expenses arising out of or in connection with any claim that results from a breach of any of CommerceWave's warranties expressly set forth in Section 18 below or any claim that any of the best Products or any of its knowledge that neither the ProductsEnhancements made by or for CommerceWave (other than by Encanto) infringes any patent, replacement parts, their elements nor the use thereof violates or infringes on any copyright, patent, trademark, servicemark, trade secret or other similar proprietary right of any person or entitya third party. Purchaser shall Encanto will promptly notify Seller promptly CommerceWave in writing of any infringement claim of which it has knowledge claims related thereto and shall cooperate will, upon CommerceWave's written request, provide CommerceWave with Seller reasonable assistance in the defense of connection with such claim by supplying information, all at Seller’s expensedefense. Seller shall, to the extent authorized by Mississippi law, CommerceWave will have sole control of the defense and/or settlement of any such suit and all negotiations for its settlementclaim. The foregoing obligation of CommerceWave does not apply with respect to any part of a Product or such Enhancement that is (i) modified by Encanto, and Sellerif the alleged infringement is based solely on such modification, at its own expenseor (ii) combined with any non-CommerceWave product, shall defend if the alleged infringement is based solely on such combination, or settle any and all (iii) made solely to comply with Encanto's detailed specification, if the alleged infringement actions filed against Seller or Purchaser which involve the Products provided under this EPL Agreement and shall pay all settlementsis based solely on complying with such specification. Following written notice of an infringement claim, as well as all costs, legal fees, damages and judgment finally awarded against Purchaser. 12.2 If the continued use of the Products for the purpose intended is threatened to be enjoined or is enjoined by any court of competent jurisdiction, Seller CommerceWave shall, at its cost and expense: , either (a) first procure for Purchaser Encanto the right to continue using to use, manufacture, market, license, sell and distribute the ProductsProduct or such Enhancement, or upon failing to procure such right; (b) replace or modify the Product so or such Enhancement to make it becomes non-infringing, while maintaining provided such non-infringing replacement or modified product is substantially similar functionality, equivalent to the Product or upon failing to secure either such right, Enhancement in functionality and quality or (c) if neither (a) nor (b) are reasonably practical, accept the return of the Product or such Enhancement and promptly pay to Encanto a refund of all fees paid to Purchaser the hardware purchase price CommerceWave hereunder, as depreciated on a five (5) year straight-line basis. Following notice of any claim resulting from a breach of any of CommerceWave's warranties expressly set forth in Section 18 below, CommerceWave shall, at its cost and expense, resolve such claim as soon as reasonably practicable. If, within, ninety (90) days after such a claim has been made, CommerceWave has not resolved or software license fees previously paid by Purchaser for the Products Purchaser taken substantive action to attempt to resolve such claim, Encanto may no longer use. Said refund shall be paid within ten (10) working days of notice to Purchaser to discontinue said useterminate this Agreement. 12.3 Seller shall have no indemnification obligations b. Encanto agrees to Purchaser under this Article for indemnify, hold harmless and defend CommerceWave and its officers, directors, employees and agents from and against any breach and all losses, claims, damages, liability, demands, actions, judgments, settlements, costs including attorneys' fees) and expenses arising out of or in connection with any claim that results from any claim that any of the preceding warranties caused directly by: Enhancements made by or for Encanto (other than by CommerceWave) infringes any patent, copyright, trademark, trade secret or other similar proprietary right of a third party. CommerceWave will promptly notify Encanto in writing of any claims related thereto and will, upon Encanto's written request, provide Encanto with reasonable assistance in connection with such defense. Encanto will have sole control of the defense and/or settlement of any such claim. The foregoing obligation of Encanto does not apply with respect to any part of such Enhancement that is (i) infringement resulting from the combination modified by or use of the Products with other items not provided by Seller; (ii) infringement resulting from material modification of the Products by someone other than Sellerfor CommerceWave, its agents or subcontractors or Purchaser’s employees who were working at Seller’s direction; or (iii) infringement resulting from Purchaser’s use of an allegedly infringing version of the Products if the alleged infringement would have been avoided by is based solely on such modification or (ii) combined with any non-Encanto product, if the use alleged infringement is based solely on such combination. Following written notice of a different version Seller made available an infringement claim, Encanto shall, at its cost and expense, either (a) procure for CommerceWave the right to Purchaser at no cost continue to Purchaseruse, as long as the new manufacture, market, license, sell and distribute such Enhancement, or corrected version did not adversely affect the Purchaser’s system’s functionality(b) replace or modify such Enchancement to make it non- infringing, provided such non-infringing replacement or modified product is substantially equivalent to such Enhancement in functionality and quality.