Common use of Infringement Indemnification Clause in Contracts

Infringement Indemnification. (a) BNYM shall defend and indemnify Company against any third party claim alleging that the Licensed System infringes in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix B; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Infringement Indemnification. (a) BNYM NSI hereby represents and warrants that, as of the date hereof, there are no infringement or misappropriation suits pending or filed or, to its knowledge, threatened against NSI within the Territory that relate to the Licensed Marks and Names and NSI is not presently aware of any such infringement or misappropriation. NSI shall defend indemnify and indemnify Company hold NSUSA harmless from and against any all claims, actions, suits, proceedings, losses, liabilities, costs, damages and attorneys' fees in respect of a third party claim alleging that infringement or misappropriation by NSUSA in respect of its use of the Licensed System infringes Marks and Names in any material respect upon any United States patent or copyright or any trade secret or other proprietary right the Territory; provided that NSUSA shall give NSI prompt written notice of any personsuch claim, action, suit or proceeding and, without limiting the generality of Section 2.2 hereof, shall cooperate with NSI in the defense of any such claim, action, suit or proceeding. BNYM Notwithstanding the foregoing, NSI shall have no liability obligation to indemnify NSUSA for any liabilities arising out of NSUSA?s failure or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control failure of the defense NSI Independent Distributors in the Territory to utilize the Licensed Marks and Names (i) in the manner for which the Licensed Marks and Names are reasonably intended, (ii) in compliance with Nu Skin policies and procedures or settlement of the claim. The remedies provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement (iii) as contemplated by the Licensed SystemIntercompany Agreements. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM NSI shall have the optionright to select counsel in any such claim, at its expenseaction, to: (i) modify suit or replace proceeding. In the event that any such claim, action, suit or proceeding is successful, NSI shall use reasonable efforts to make such changes in the Licensed System or the infringing part Marks and Names to permit NSUSA to continue to use of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using Marks and Names free and clear of all infringement and misappropriation. NSUSA shall give NSI prompt written notice of any infringement or providing the infringing part misappropriation of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) Marks and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund Names by any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider third party. NSI shall have any liability under any provision of this Agreement with respect the sole right to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix B; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against initiate any and all Loss and claims resulting or arising legal proceedings against any such third party and, without limiting the generality of Section 2.2 hereof, NSUSA shall cooperate with NSI in the pursuit of any such proceeding. NSI shall retain any damage award obtained from any Excluded Eventssuch third party.

Infringement Indemnification. (a) BNYM 9.1 Predictive shall defend and indemnify Company against any third party claim alleging that the Licensed System infringes in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix B; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, defend and hold harmless BNYM and Third Party Providers Bear Xxxxxxx for, from and against any and all Loss losses, liabilities, damages, demands, claims (including without limitation taxes), and costs, payments and expenses (including without limitation any and all reasonable attorneys' fees, reasonable costs of investigation, litigation and settlement, interest and any judgments and penalties) (collectively, "Losses") as incurred, arising out of, or in connection with any claims resulting made against Bear Xxxxxxx in connection with any allegations that any of the Deliverables or arising from their use, sale, disclosure, execution, reproduction, modification, adaptation, distribution, performance or display, infringe or misappropriate any Excluded Eventscopyright, patent, trademark, service xxxx, trade secret or other forms of proprietary rights of any third party. Bear Xxxxxxx shall give Predictive prompt notice of any such claim made against it, shall allow Predictive control of the defense of any such claim made against it, and shall give Predictive all reasonable assistance requested by Predictive in writing in connection therewith. 9.2 If, as a result of any such claim, any preliminary injunction or other injunctive relief is entered against Bear Xxxxxxx, or any temporary restraining order is obtained affecting Bear Xxxxxxx which materially restricts or in any way precludes any further use of any of the Deliverables, THEN Predictive shall refund to Bear Xxxxxxx all license fees and unused maintenance fees (on a pro-rata basis) paid to Predictive by Bear Xxxxxxx, and upon such refund this Agreement shall be deemed terminated under hereunder; provided, however, that the foregoing shall not apply if upon issuance of any such preliminary or other form of injunction or temporary restraining order, Predictive either: (a) obtains promptly for Bear Xxxxxxx the right to continue to use the Deliverables which are the subject of the claim of infringement without additional cost to Bear Xxxxxxx, or (b) provides without cost to Bear Xxxxxxx an equally satisfactory substitute Deliverables which achieve the same objectives as the Deliverables which are the subject of the claim of infringement, is equally practicable and functional and does not infringe any copyright, patent, trade secret or other form of proprietary or intellectual property rights of third parties.

Infringement Indemnification. 8.1 NSI agrees during and after the term of this Agreement to indemnify and hold harmless NSUSA from liability, loss, cost or damage, (aincluding reasonable attorneys' fees) BNYM shall defend and indemnify Company against which NSUSA may incur as a result of claims, demands or judgements, of any third party claim alleging that kind or nature, by anyone whomsoever, arising out of (i) an alleged or actual defect in the Licensed System infringes in any material respect upon any United States patent design, manufacture or copyright content of, or any harm caused by any Products or Sales Aids or the failure of any Product to comply with all applicable regulatory requirements in the Territory; or (ii) a claim that NSI's Licensed Property infringes any patent, copyright, trade secret or other proprietary intellectual property right of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (a third party; provided that later NSUSA provides NSI with prompt notice shall relieve BNYM in writing of its liability any such claim or demand and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of NSUSA cooperates with NSI in the defense or settlement of any such claim or action. Notwithstanding the claim. The remedies provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiatedforegoing, or in BNYM's sole opinion is likely to be initiated, then BNYM NSI shall have no obligation to indemnify NSUSA for any liabilities arising out of NSUSA's failure or the optionfailure of any Resident Independent Distributors to utilize, at its expensesell, to: market or promote the Products (i) modify or replace in the Licensed System or manner for which the infringing part of the Licensed System so that the Licensed System is no longer infringing; or Products are reasonably intended, (ii) procure the right to continue using in compliance with Nu Skin policies and procedures or providing the infringing part of the Licensed System; or (iii) if neither as contemplated by the Intercompany Agreements, including, but not limited to, liabilities arising out of false or misleading claims made by the Resident Independent Distributors, unless NSUSA shall have requested NSI to take disciplinary actions against a Resident Independent Distributor and NSI shall have, either negligently or in breach of its fiduciary duties, failed to take such actions against such Resident Independent Distributor and the failure of NSI to take such action is deemed to have reasonably and proximately resulted in NSUSA incurring a loss in which event NSI shall indemnify NSUSA for such loss pursuant to the provisions of this Section 8.1. 8.2 NSUSA agrees during and after the term of this Agreement to indemnify and hold harmless NSI from liability, loss, cost or damage (including reasonable attorney's fees), which NSI may incur as a result of claims, demands or judgements, of any kind or nature, by anyone whosoever, arising out of or resulting from the possession, use or sale of the remedies provided Products or Sales Aids by NSUSA or any Resident Independent Distributors (except to the extent NSI has indemnified NSUSA against such claims, demands, or judgements pursuant to Section 8.1 hereof). By way of elaboration, but not limitation, NSUSA shall indemnify NSI for in clauses any liabilities arising out of NSUSA's failure or the failure of the Resident Independent Distributors to utilize, sell, market, or promote the Products (i) and in the manner for which the Products are reasonably intended, (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System compliance with Nu Skin policies and refund any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement procedures or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix B; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance as contemplated by the Intercompany Agreements, including but not limited to, liabilities arising out of false of misleading claims made by the Resident Independent Distributors. Notwithstanding the foregoing, in the event NSUSA shall have requested NSI to take disciplinary actions against a Resident Independent Distributor operating in the Territory and NSI shall have, either negligently or in breach of its fiduciary duties, failed to take such actions against such Resident Independent Distributor, NSUSA shall not be obligated to indemnify NSI for any loss which NSI might incur as a reasonable and proximate result of such failure. 8.3 At all times during and following the terms of this Agreement, each of NSI and NSUSA shall maintain insurance (or cause the other party to be added as an additional insured to any policy not maintained by such party) with one or more reputable insurers reasonable in coverage and amount in direct proportion and corresponding to the instructions or requests of Company relating business to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided be conducted by BNYM, (v) third parties gaining access such party pursuant to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Eventsthis Agreement.

Infringement Indemnification. Confluent will defend Customer from and against any claim, demand or lawsuit brought against Customer by a third party alleging that the Confluent Platform, as provided to Customer by Confluent and used pursuant to this Agreement, infringes such third party’s intellectual property rights, and Confluent will pay such damages or costs as are finally awarded against Customer attributable to such action, provided that Customer gives Confluent: (a) BNYM shall defend and indemnify Company against any third party claim alleging that the Licensed System infringes notification in any material respect upon any United States patent or copyright or any trade secret or other proprietary right writing of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM such action within ten sixty (1060) days of Customer’s receipt thereof; (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later noticeb) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies such action (provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed Systemany settlement releases Customer from all liability); and (c) all reasonable information and assistance, at Confluent’s expense. If any applicable claim is initiatedthe Confluent Platform becomes, or in BNYM's sole the opinion of Confluent is likely to be initiatedbecome, then BNYM shall have the optionsubject of such an infringement claim, Confluent shall, at its expenseoption, to: either: (i) modify or replace procure for Customer the Licensed System or right to use the allegedly infringing part element of the Licensed System so that the Licensed System is Confluent Platform, at no longer infringingcharge to Customer; or (ii) procure replace or modify, in whole or in part, the right Confluent Platform to continue using make it non-infringing; or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and or (ii) can be accomplished in a are commercially reasonable fashionavailable, eliminate terminate the infringing part applicable Order, accept return of the Licensed System from Confluent Platform, band refund a pro rata portion of the Licensed System and refund any fees paid by Customer for the Company with respect then-current Subscription term. Confluent assumes no liability hereunder for any claim of infringement if such claim is based on: (a) use of software other than a current unaltered release of the infringing part for future periods. Confluent Platform, as provided by Confluent to Customer; (b) Neither BNYM nor the combination, operation or use of the Confluent Platform, with non-Confluent programs or hardware, if the claim would not have arisen but for such combination, operation or use; (c) any alteration or modification of the Confluent Platform by a party other than Confluent, (d) the public open source versions of Apache Xxxxx or any other Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problemSoftware, warranty, claim of infringement or other matter to the extent attributable to (ie) Company's use of a Proprietary Item in a negligent manner the Confluent Platform, or any manner not consistent with this Appendix B or Company's breach of this Appendix B; (ii) any modification or alteration of a Proprietary Item made by anyone component thereof, other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events")and pursuant to this Agreement. Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded EventsTHIS SECTION SETS FORTH CONFLUENT’S ENTIRE LIABILITY AND OBLIGATION AND CUSTOMER’S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.

Infringement Indemnification. (a) BNYM shall defend Gudu Software will defend, indemnify, hold Licensee and indemnify Company its directors, officers, employees and other agents (collectively, "Licensee Indemnitees") harmless, at Gudu Software's sole cost and expense, any action brought against any third party Licensee Indemnitee based upon the claim alleging that the Licensed System infringes in any material respect upon any United States patent Product, if used within the scope of the License granted under this Agreement, infringes, violates, or copyright or any misappropriates a patent, trademark, copyright, trade secret secret, or other intellectual property or proprietary right of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiated"IP Claim"); provided, or in BNYM's sole opinion is likely to be initiatedhowever, then BNYM shall have the option, at its expense, tothat: (i) modify or replace the Licensed System or the infringing part Licensee shall notify Gudu Software promptly in writing of the Licensed System so that the Licensed System is no longer infringing; orany such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without Gudu Software's prior written consent; (iii) Gudu Software shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Gudu Software with reasonable information and assistance, at Gudu Software's request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. The foregoing states the sole liability of Gudu Software and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Gudu Software hereunder. (b) If the Product becomes, or in the opinion of Gudu Software may become, the subject of a claim of infringement of any third party right, Gudu Software may, at its option and in its discretion promptly: (i) procure for Licensee the right to continue using use the Product free of any liability; (ii) replace or providing modify the infringing part of the Licensed SystemProduct to make it noninfringing; or (iii) if neither of refund any License Fees related to this Product paid by Licensee. (c) Exclusions from Defense Obligation. Gudu Software will have no duty to defend any IP Claim to the remedies provided for in clauses extent such IP Claim is based on: (i) use of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Gudu Software timely notified Licensee of the availability of the non-infringing Product at no additional cost; (ii) can be accomplished the combination,operation, or use of the Product with programs or data not furnished by Gudu Software or at Gudu Software's direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of the Product without such programs, data, hardware or operating systems; (iii) modification or attempted modification of the Product by anyone except Gudu Software or at Gudu Software's direction, or use or distributions of such modifications; or (iv) Licensee's use of the Product in a commercially reasonable fashionmanner that results in defamation, eliminate violates the infringing part privacy rights of the Licensed System from the Licensed System and refund individuals, transmits material in violation of any fees paid by the Company with respect the infringing part for future periodsapplicable law, rule, regulation, or uses any proprietary thirty party content without legally binding consent of such third party. (bd) Neither BNYM nor To the extent an IP Claim is excluded from Gudu Software's defense obligation, is based upon the claim that any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter modifications to the extent attributable to Product or combination of the Product with products, not provided by Gudu Software or at Gudu Software's direction, infringes or violates any third party, Licensee will defend or settle, at its expense, any action brought against Gudu Software provided, however, that: (i) Company's use Gudu Software shall notify Licensee promptly in writing of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix B; such claim; (ii) Gudu Software shall not enter into any modification settlement or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, compromise any such claim without Licensee's prior written consent; (iii) BNYM's compliance with the instructions or requests Licensee shall have sole control of Company relating to a Proprietary Itemany such action and settlement negotiations; and (iv) Gudu Software shall provide Licensee with information and assistance, at Licensee's request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Xxxx Software attributable to such claim. Gudu Software may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Gudu Software- controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Gudu Software for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, Gudu Software assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Gudu Software or at Gudu Software's direction or combination of a Proprietary Item any of the Product with any item, service, process products not approved by Gudu Software or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Companyat Gudu Software's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Eventsdirection.

Infringement Indemnification. (a) BNYM a. S1 shall indemnify and hold STATE FARM fully harmless against any and all third party claims, expenses, judgments, liabilities, damages or losses, including reasonable attorneys’ fees and expenses, and at S1’s sole expense shall defend all third-party actions and proceedings arising from any infringement or alleged infringement related to the Deliverables provided and furnished or used under this Agreement, to the extent such infringement or alleged infringement is caused by such S1 Deliverables. Notwithstanding the foregoing, S1 shall not indemnify Company against any third party claim alleging that STATE FARM for the Licensed System infringes above claims nor defend such actions to the extent such claims or actions are caused by: i. STATE FARM’S modification of the S1 Deliverables, and no infringement would have occurred without such modification, or ii. STATE FARM’S failure to use corrections or enhancements made available to STATE FARM by S1, provided that: A. STATE FARM has had a reasonable period of time to implement such corrections or enhancements; and B. Such corrections or enhancements do not adversely affect the functionality or performance of the S1 Deliverables in any material respect upon respect; or iii. STATE FARM’S use of the S1 Deliverables in combination with any product or information not supplied by S1, and no infringement would have occurred without such combination. b. In the event that an injunction or restraining order is obtained against the use or distribution of any S1 Deliverable by STATE FARM because of infringement or alleged infringement of any United States patent or copyright Canadian patent, copyright, trade secret, mask work or other intellectual property right or any trade secret proprietary, contract or other right of any third party, or in S1’s judgement any S1 Deliverable is likely to become the subject of a successful claim of such infringement, S1 shall, at S1’s option and expense, within a reasonable time period: i. Procure for STATE FARM the right to use the S1 Deliverable as provided in this Agreement; or ii. Replace or modify the Deliverable so it becomes non-infringing without materially affecting the performance thereof; or iii. If option (i.) and (ii.) are not available despite S1’s commercially reasonable efforts, it shall terminate the licenses granted hereunder, accept return of all copies of S1 Deliverables in STATE FARM’S possession, and refund to STATE FARM an amount equal to the depreciated fee paid by STATE FARM for such S1 Deliverables (calculated on a straight line basis over a ten (10) year life). c. STATE FARM shall indemnify and hold harmless S1 against any and all third party claims, expenses, judgments, liabilities, damages or losses, including reasonable attorneys’ fees and expenses, and shall defend all third party actions and proceedings at STATE FARM’S sole expense arising from any infringement or alleged infringement by STATE FARM’s technology or modifications or derivative works created by STATE FARM (collectively, “State Farm Works”) of any United States or Canadian patent, copyright, trade secret, mask work or other intellectual property right or any proprietary right of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only third party to the extent that BNYM such infringement or alleged infringement is prejudiced caused solely by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control the State Farm Works, or S1’s permitted use of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periodsState Farm Works. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix B; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Infringement Indemnification. (a) BNYM shall defend Balsamiq will defend, indemnify, hold Licensee and indemnify Company its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any third party Licensee Indemnitee based upon the claim alleging that the Licensed System infringes in any material respect upon any United States patent Product, if used within the scope of the License granted under this Agreement, infringes, violates, or copyright or any misappropriates a patent, trademark, copyright, trade secret secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any person. BNYM such IP Claim; (ii) Licensee shall have no liability not enter into any settlement or obligation under this Section 5.1 unless Company gives compromise on any IP Claim without Balsamiq’s prior written notice to BNYM within ten consent; (10iii) days (provided that later notice Balsamiq shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense any such action and settlement negotiations so long as there is no detriment or settlement of the claimliability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The remedies provided in this Section 5.1 are foregoing states the Company's sole remedies liability of Balsamiq and the exclusive remedy of Licensee for third party claims against the Company alleging any infringement of intellectual property rights by the Licensed System. If Product or any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies other items provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periodsBalsamiq hereunder. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision If the Product becomes, or in the opinion of this Agreement with respect to any performance problemBalsamiq may become, warranty, the subject of a claim of infringement or other matter to the extent attributable to of any third party right, Balsamiq may, at its option and in its discretion promptly: (i) Company's procure for Licensee the right to use the Product free of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix Bliability; (ii) any modification replace or alteration of a Proprietary Item made by anyone other than BNYM modify the Product to make it non- infringing; or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance refund any License Fees related to this Product paid by Licensee. Xxxxxxx Xxxxxxxxxx 6/6/12 9:48 AM Deleted: 8 Xxxxxxx Xxxxxxxxxx 6/6/12 9:48 AM Deleted: 2008 (c) Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the extent such IP Claim is based on: (i) use of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing Product at no additional cost; (ii) the combination, operation, or use of the Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the instructions hardware platform and operating system with which the Product is designed to function, if such infringement would have been avoided by the use of the Product without such programs, data, hardware or requests operating systems; (iii) modification or attempted modification of Company relating to a Proprietary Itemthe Product by anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any applicable law, rule, regulation, or uses any proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Product or combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.VERSION 1.9 – JULY 2009 5

Infringement Indemnification. (a) BNYM shall defend and indemnify warrants to the Company against any third party claim alleging that BNYM has the full legal right to grant Company the right to use the Licensed System infringes infringes, as and to the extent permitted under this Agreement, and when properly used for the purpose and in the manner specifically authorized by this Agreement, does not to BNYM’s knowledge infringe in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall defend and indemnify Company against any third-party claim to the extent attributable to a violation of the foregoing warranty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the Company's ’s sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiated, or in BNYM's ’s sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's ’s use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B Schedule C or Company's ’s breach of this Appendix BSchedule C; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's ’s compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's ’s failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's ’s failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "“Excluded Events"”). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Infringement Indemnification. (a) BNYM shall defend Xxxxxxxx will defend, indemnify, hold Licensee and indemnify Company its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any third party Licensee Indemnitee based upon the claim alleging that the Licensed System infringes in any material respect upon any United States patent Product, if used within the scope of the License granted under this Agreement, infringes, violates, or copyright or any misappropriates a VERSION 2.7 – DECEMBER 2014 4 Author 12/11/14 6:02 PM Deleted: 6 – SEPTEMBER 2012 patent, trademark, copyright, trade secret secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any person. BNYM such IP Claim; (ii) Licensee shall have no liability not enter into any settlement or obligation under this Section 5.1 unless Company gives compromise on any IP Claim without Balsamiq’s prior written notice to BNYM within ten consent; (10iii) days (provided that later notice Balsamiq shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense any such action and settlement negotiations so long as there is no detriment or settlement of the claimliability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Xxxxxxxx agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The remedies provided in this Section 5.1 are foregoing states the Company's sole remedies liability of Xxxxxxxx and the exclusive remedy of Licensee for third party claims against the Company alleging any infringement of intellectual property rights by the Licensed System. Product or any other items provided by Xxxxxxxx xxxxxxxxx. (b) If any applicable claim is initiatedthe Product becomes, or in BNYM's sole the opinion of Xxxxxxxx may become, the subject of a claim of infringement of any third party right, Balsamiq may, at its option and in its discretion promptly: (i) procure for Licensee the right to use the Product free of any liability; (ii) replace or modify the Product to make it non- infringing; or (iii) refund any License Fees related to this Product paid by Licensee. (c) Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the extent such IP Claim is likely based on: (i) use of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing Product at no additional cost; (ii) the combination, operation, or use of the Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to be initiatedfunction, then BNYM shall if such infringement would have been avoided by the optionuse of the Product without such programs, data, hardware or operating systems; (iii) modification or attempted modification of the Product by anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any applicable law, rule, regulation, or uses any proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Product or combination of the Product with products, not provided by Balsamiq or at Balsamiq’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, to: any action brought against Xxxxxxxx provided, however, that: (i) modify or replace the Licensed System or the infringing part Balsamiq shall notify Licensee promptly in writing of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix Bsuch claim; (ii) Balsamiq shall not enter into any modification settlement or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, compromise any such claim without Licensee’s prior written consent; (iii) BNYM's compliance with the instructions or requests Licensee shall have sole control of Company relating to a Proprietary Itemany such action and settlement negotiations; and (iv) Balsamiq shall provide Licensee with VERSION 2.7 – DECEMBER 2014 5 Author 12/11/14 6:02 PM Deleted: 6 – SEPTEMBER 2012 information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Xxxxxxxx attributable to such claim. Balsamiq may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Balsamiq-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Balsamiq for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, Xxxxxxxx assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Balsamiq or at Balsamiq’s direction or combination of a Proprietary Item any of the Product with any item, service, process products not approved by Balsamiq or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Eventsat Balsamiq’s direction.

Infringement Indemnification. (a) BNYM shall Practice will defend and indemnify Company against any third party claim alleging that the Licensed System infringes in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the optionsettle, at its expense, to: any action brought against Customer based upon the claim that the Software or Product, if used within the scope of the License granted under this Agreement, directly infringe a registered United States, European Union or Commonwealth patent or copyright; provided, however, that: (i) modify or replace the Licensed System or the infringing part Customer shall notify Practice promptly in writing of the Licensed System so that the Licensed System is no longer infringingany such claim; or (ii) procure the right to continue using Customer shall not enter into any settlement or providing the infringing part of the Licensed Systemcompromise any claim without Practice's prior written consent; or (iii) if neither Health System shall have sole control of the remedies provided for in clauses (i) any such action and settlement negotiations; and (iiiv) can be accomplished in a commercially reasonable fashionCustomer shall provide Practice with information and assistance, eliminate at Practice's request, necessary to settle or defend such claim. Practice agrees to pay all damages and costs finally awarded against Customer attributable to such claim. The foregoing states the infringing part sole liability of Practice and the Licensed System from the Licensed System and refund exclusive remedy of Customer for any fees paid infringement of intellectual property rights by the Company with respect the infringing part for future periods.the (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision If the Product or Software becomes, or in the opinion of this Agreement with respect to any performance problemPractice may become, warranty, the subject of a claim of infringement or other matter to the extent attributable to (of any third party right, Practice may, at its option and in its discretion: i) Company's procure for Customer the right to use the Product free of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix Bliability; (ii) any modification replace or alteration of a Proprietary Item made by anyone other than BNYM modify the Product to make it noninfringing; or made by BNYM at the request or direction of the Company, (iii) BNYMrepurchase the applicable licenses or Products. (c) Customer will defend or settle, at its expense, any action brought against Practice based upon the claim that any modifications to the Product or combination of the Product with products infringes or violates any third party right; provided, however, that: (i) Practice shall notify Customer promptly in writing of any such claim; (ii) Practice shall not enter into any settlement or compromise any such claim without Customer's compliance with the instructions or requests prior written consent; iii) Customer shall have sole control of Company relating to a Proprietary Itemany such action and settlement negotiations; and (iv) any combination of a Proprietary Item Practice shall provide Customer with any iteminformation and assistance, serviceat Customer's request and expense, process necessary to settle or data not provided by BNYMdefend such claim. (d) Notwithstanding Subsection (a) above, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.Practice assumes no liability hereunder

Infringement Indemnification. (a) BNYM shall Junxure will defend or settle, at its option and indemnify Company expense, any action, suit or proceeding brought against any third party claim alleging Customer that the Licensed System infringes Junxure Software or SaaS Services infringe a third party's USA patent, copyright, or trademark ("Claim"). Junxure will indemnify Customer against all damages and costs finally awarded in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company such action, which are attributable exclusively to such Claim, provided that Customer: (i) promptly gives written notice of the claim to BNYM within ten Junxure; (10ii) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have gives Junxure sole control of the defense or and settlement of the claimClaim; (iii) provides Junxure, at Junxure's expense, with all available information and assistance relating to the Claim and cooperates with Junxure and its counsel; (iv) does not compromise or settle such Claim; and (v) is not in material breach of any agreement with Junxure. The remedies provided in this Section 5.1 are Junxure has no obligation to the Company's sole remedies for third party claims against extent any Claim results from: (i) Customer having modified the Company alleging Junxure Software or SaaS Services or used a release other than a current unaltered release of the Junxure Software, if such an infringement would have been avoided by the Licensed Systemuse of a current unaltered release of the Junxure Software, (ii) Third Party Software and/or Content, (iii) Customizations or (iv) the combination, operation or use of the Junxure Software or SaaS Services with software or data not provided by Junxure. If it is adjudicated that an infringement of the Junxure Software or SaaS Service by itself and used in accordance with the Agreement infringes any applicable claim is initiatedUSA patent, registered copyright, or in BNYM's sole opinion is likely to be initiatedregistered trademark, then BNYM shall have the optionJunxure shall, at its expense, to: option: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure for Customer the right to continue using the Junxure Software or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix BService; (ii) any modification replace or alteration of a Proprietary Item made by anyone other than BNYM modify the same so it becomes non- infringing; or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating Customer will be entitled to a Proprietary Item; (iv) any combination refund of a Proprietary Item with any item, service, process the pro-rata portion of the SaaS Services or data not provided by BNYM, (v) third parties gaining access term license fees paid to a Proprietary Item due to acts Junxure for the affected Software or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events")Service. Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded EventsTHIS SECTION STATES JUNXURE'S ENTIRE OBLIGATION TO CUSTOMER AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT.

Infringement Indemnification. (a) BNYM shall defend Balsamiq will defend, indemnify, hold Licensee and indemnify Company its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any third party Licensee Indemnitee based upon the claim alleging that the Licensed System infringes in any material respect upon any United States patent Product, if used within the scope of the Xxxxxxx Xxxxxxxxxx 9/17/12 3:22 PM License granted under this Agreement, infringes, violates, or copyright or any misappropriates a Deleted: 5 – JULY patent, trademark, copyright, trade secret secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any person. BNYM such IP Claim; (ii) Licensee shall have no liability not enter into any settlement or obligation under this Section 5.1 unless Company gives compromise on any IP Claim without Balsamiq’s prior written notice to BNYM within ten consent; (10iii) days (provided that later notice Balsamiq shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense any such action and settlement negotiations so long as there is no detriment or settlement of the claimliability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The remedies provided in this Section 5.1 are foregoing states the Company's sole remedies liability of Balsamiq and the exclusive remedy of Licensee for third party claims against the Company alleging any infringement of intellectual property rights by the Licensed System. Product or any other items provided by Balsamiq hereunder. (b) If any applicable claim is initiatedthe Product becomes, or in BNYM's sole the opinion of Balsamiq may become, the subject of a claim of infringement of any third party right, Balsamiq may, at its option and in its discretion promptly: (i) procure for Licensee the right to use the Product free of any liability; (ii) replace or modify the Product to make it non- infringing; or (iii) refund any License Fees related to this Product paid by Licensee. (c) Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the extent such IP Claim is likely based on: (i) use of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing Product at no additional cost; (ii) the combination, operation, or use of the Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to be initiatedfunction, then BNYM shall if such infringement would have been avoided by the optionuse of the Product without such programs, data, hardware or operating systems; (iii) modification or attempted modification of the Product by anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any applicable law, rule, regulation, or uses any proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Product or combination of the Product with products, not provided by Balsamiq or at Balsamiq’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, to: any action brought against Balsamiq provided, however, that: (i) modify or replace the Licensed System or the infringing part Balsamiq shall notify Licensee promptly in writing of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix Bsuch claim; (ii) Balsamiq shall not enter into any modification settlement or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, compromise any such claim without Licensee’s prior written consent; (iii) BNYM's compliance with the instructions or requests Licensee shall have sole control of Company relating to a Proprietary Itemany such action and settlement negotiations; and (iv) Balsamiq shall provide Licensee with Xxxxxxx Xxxxxxxxxx 9/17/12 3:22 PM information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Balsamiq attributable to such claim. Balsamiq may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Balsamiq-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Balsamiq for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, Balsamiq assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Balsamiq or at Balsamiq’s direction or combination of a Proprietary Item any of the Product with any item, service, process products not approved by Balsamiq or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Eventsat Balsamiq’s direction.

Infringement Indemnification. (a) BNYM Supplier shall indemnify, defend and indemnify Company against any third party claim alleging that the Licensed System infringes in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability hold Owner and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third each Owner Indemnified Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix B; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss Losses arising out of any claim of infringement of any Intellectual Property Right resulting from the manufacture, offer for sale, sale, supply, or importation of the Equipment, or any part or component thereof, or other performance of the Work, the licensing of the Licensed Materials and claims resulting other Intellectual Property Rights licensed hereunder to Owner, or arising the use or transfer by Owner of the Equipment, the Licensed Materials or the other Intellectual Property Rights licensed hereunder. (b) Supplier shall be in charge of the defense and settlement of any claim under this Section; provided, however, that without relieving Supplier of its obligations hereunder or impairing Supplier’s right to control the defense or settlement thereof, Owner may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of Owner. Supplier shall not settle any such claim in a manner that would have an adverse effect on Supplier’s ability to perform the Work (or Owner’s ability to perform the Work in the event this Agreement is terminated), Owner’s ability to achieve Mechanical Completion, own, operate, maintain or transfer the Equipment, or that would result in the failure of the Equipment to comply with the Specifications or other requirements of this Agreement, without the prior written consent of Owner, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Supplier may not agree, without the consent of the Indemnified Party, to any compromise or settlement that (i) is not an unconditional release of the Indemnified Party from all liabilities other than the payment of any Excluded Eventsmoney that will be paid by Supplier or (ii) would require an admission of fault on the part of Owner. Furthermore, in addition to paying or reimbursing Owner Indemnified Parties’ Losses pursuant to Section 12.3(a), if any order by a court or arbitral tribunal of competent jurisdiction shall, by reason of any such infringement referred to in Section 12.3(a), be obtained against (i) the sale or delivery to Owner of the Equipment, (ii) the performance of the Work (whether by Supplier, or Owner if this Agreement is terminated), (iii) the performance of the work necessary to achieve Mechanical Completion, (iv) the ownership, operation, maintenance or transfer of the Equipment, or (v) the licensing and use of the Licensed Materials and other Intellectual Property Rights licensed hereunder, then, as promptly as practicable after Supplier’s knowledge or receipt of notice thereof, Supplier shall either (1) procure for Owner the right to continue using the Equipment, (2) modify the Equipment so that it becomes non-infringing (provided that such Equipment continues to comply with the Specifications and other requirements of this Agreement), or (3) replace the Equipment with non-infringing Equipment complying with the Specifications and other requirements of this Agreement.

Infringement Indemnification. (a) BNYM shall defend and indemnify Company Customer agrees to promptly notify MedTel in writing of any notice, suit, or any action against Customer or MedTel based upon a claim that the MedTel Product(s) infringes or misappropriates a U.S. patent, copyright, trademark, or a trade secret (“Proprietary Right”) of any third party claim alleging that the Licensed System infringes in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any personparty. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the optionMedTel will defend, at its expense, to:any such action, except as excluded below, provided that MedTel shall have full control of the defense of any such action including all appeals and negotiations for its settlement and or compromise, and will pay all settlement costs, or damages awarded against Customer, but MedTel shall not be liable to Customer for any special, incidental, indirect, punitive or consequential damages. (ib) modify MedTel’s sole obligation with respect to Third Party Product(s) furnished to Customer by MedTel hereunder, shall be to use commercially reasonable efforts, but shall be under no obligation, to pass through to Customer the Proprietary Rights infringement or replace the Licensed System misappropriation indemnification, if any, that may be provided by third-party vendors or the infringing part suppliers of such Third-Party Product(s) subject to their authorization for such pass through of any such indemnification. With respect to Third Party Product(s), MedTel neither indemnifies Customer in connection with any claim(s) of infringement or misappropriation of the Licensed System so that the Licensed System is no longer infringing; orProprietary Rights of any third party nor offers Customer any express, implied or statutory warranty of non-infringement or non-misappropriation of Proprietary Rights of any third party. (iic) If in any such action so defended, the MedTel Product(s) is held to constitute a Proprietary Rights infringement or misappropriation, and its use is enjoined, or if in light of any claim of such infringement or misappropriation, MedTel deems it advisable to do so, MedTel may, at its option and expense, either procure for Customer the right to continue using the MedTel Product(s), replace or providing modify the same so that it becomes non-infringing part or no longer constitutes a trade secret misappropriation or, if in MedTel’s opinion, the foregoing alternatives are not viable, terminate the rights granted by this Agreement as to the claimed infringing MedTel’s Product(s). Upon such termination of these rights, MedTel shall grant Customer a credit for such MedTel Product(s), at its depreciated value, and accept its return. The depreciation shall be on a straight line basis over a three year period from the date of Customer’s purchase of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periodsMedTel Product(s). (bd) Neither BNYM nor any Third Party Provider Notwithstanding the foregoing, MedTel shall have any no liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter misappropriation of any Proprietary Rights to the extent attributable that any MedTel Product(s) or portion thereof is manufactured to (i) Company's use any design, specifications or instructions furnished by or on behalf of a Proprietary Item in a negligent manner Customer, or any manner not consistent with this Appendix B infringement or Company's breach misappropriation claim arises out of this Appendix B; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source the MedTel Product(s) in combination with other product software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Softwareprogram code, (viii) Company's failure to operate the BNYM Software in accordance with the Documentationapplication interface or other interface including Third Party Product(s), or any such infringement or misappropriation claim is based upon any patent, copyright, trademark or trade secret in which Customer, or subsidiary or affiliate thereof, has a direct or indirect interest, or Customer has not provided MedTel with prompt notice, authority, information and assistance necessary to defend the action. (ixe) Data Faults The foregoing states the entire liability of MedTel for patent or copyright infringements and/or trade secret misappropriations by the MedTel Product(s) or portions thereof. (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, f) Customer shall indemnify and hold MedTel harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting loss, cost, expense, liability, judgment or damage arising from any Excluded Eventsin whole or in part out of MedTel’s compliance with Customer’s design, specification, or instruction.

Infringement Indemnification. (a) BNYM Company shall defend and indemnify Company Distributor ----------------------------- against any third party claim alleging that liabilities arising from the Licensed System infringes in any material respect upon any United States patent or copyright or any trade secret or other proprietary right infringement of any person. BNYM intellectual property rights of any third party(ies) due to the sale to Distributor of the Products where such liabilities were the result of infringement on Company's part; provided that: Distributor notifies Company immediately of any such claim; Company shall have no liability or obligation under this Section 5.1 unless Company gives written notice the right to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole exercise full control of the defense or settlement of thereof; Distributor fully cooperates with such defense; such obligation to indemnify will cover only those claims that relate directly to the claim. The remedies provided Products as originally manufactured by Company, and not to any claims that relate in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiated, whole or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problemcorrection, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix B; (ii) any modification or alteration of a Proprietary Item addition thereto that is made by anyone other than BNYM Company, or made to any specification(s), technology or devices supplied by BNYM at the request or direction any third party; and, Distributor shall not have breached any of the Company, (iii) BNYM's compliance with the instructions representations or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentationwarranties, or (ix) Data Faults (collectivelyfailed to have performed any of the obligations, "Excluded Events")contained herein. Company will indemnifyshall have the right to procure a license from any person claiming or likely to claim infringement, or to modify the Products to avoid such a claim, and with respect any such actions or related actions by Company shall not be deemed to third party claims will defendconstitute a breach of this Agreement. THE FOREGOING IS COMPANY'S EXCLUSIVE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIMS OR ACTIONS ARISING FROM COMPANY'S ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. COMPANY EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded EventsWHETHER EXPRESS OR IMPLIED, RELATING TO CLAIMS THAT THE PRODUCTS, OR ANY OF THEM, INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS.

Infringement Indemnification. (a) BNYM shall defend and indemnify Company against any third party claim alleging that the Licensed System infringes in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix Schedule B or Company's breach of this Appendix Schedule B; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "“Excluded Events"”). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Infringement Indemnification. (a) BNYM shall defend qUtopic will defend, indemnify, hold Licensee and indemnify Company its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at qUtopic’s sole cost and expense, any action brought against any third party Licensee Indemnitee based upon the claim alleging that the Licensed System infringes in any material respect upon any United States patent Product, if used within the scope of the License granted under this Agreement, infringes, violates, or copyright or any misappropriates a patent, trademark, copyright, trade secret secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify qUtopic promptly in writing of any person. BNYM such IP Claim; (ii) Licensee shall have no liability not enter into any settlement or obligation under this Section 5.1 unless Company gives compromise on any IP Claim without qUtopic’s prior written notice to BNYM within ten consent; (10iii) days (provided that later notice qUtopic shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense any such action and settlement negotiations so long as there is no detriment or settlement of the claimliability to Licensee; and (iv) Licensee shall provide qUtopic with reasonable information and assistance, at qUtopic’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. qUtopic agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The remedies provided in this Section 5.1 are foregoing states the Company's sole remedies liability of qUtopic and the exclusive remedy of Licensee for third party claims against the Company alleging any infringement of intellectual property rights by the Licensed System. Product or any other items provided by qUtopic hereunder. (b) If any applicable claim is initiatedthe Product becomes, or in BNYM's sole the opinion of qUtopic may become, the subject of a claim of infringement of any third party right, qUtopic may, at its option and in its discretion promptly: (i) procure for Licensee the right to use the Product free of any liability; (ii) replace or modify the Product to make it non- infringing; or (iii) refund any License Fees related to this Product paid by Licensee. (c) Exclusions from Defense Obligation. qUtopic will have no duty to defend any IP Claim to the extent such IP Claim is likely based on: (i) use of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and qUtopic timely notified Licensee of the availability of the non-infringing Product at no additional cost; (ii) the combination, operation, or use of the Product with programs or data not furnished by qUtopic or at qUtopic’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to be initiatedfunction, then BNYM shall if such infringement would have been avoided by the optionuse of the Product without such programs, data, hardware or operating systems; (iii) modification or attempted modification of the Product by anyone except qUtopic or at qUtopic’s direction, or use or distributions of such modifications; or (iv) Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any applicable law, rule, regulation, or uses any proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from qUtopic’s defense obligation, is based upon the claim that any modifications to the Product or combination of the Product with products, not provided by qUtopic or at qUtopic’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, to: any action brought against qUtopic provided, however, that: (i) modify or replace the Licensed System or the infringing part qUtopic shall notify Licensee promptly in writing of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix Bsuch claim; (ii) qUtopic shall not enter into any modification settlement or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, compromise any such claim without Licensee’s prior written consent; (iii) BNYM's compliance with the instructions or requests Licensee shall have sole control of Company relating to a Proprietary Itemany such action and settlement negotiations; and (iv) qUtopic shall provide Licensee with information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against qUtopic attributable to such claim. qUtopic may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such qUtopic-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of qUtopic for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, qUtopic assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by qUtopic or at qUtopic’s direction or combination of a Proprietary Item any of the Product with any item, service, process products not approved by qUtopic or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Eventsat qUtopic’s direction.

Infringement Indemnification. 7.1 ISI shall, at its expense, defend Licensee from and against any claim that the Software, as delivered by ISI to Licensee, infringes any United States patent, trademark, or copyright or misappropriate any trade secret. ISI will defend or settle any such claim, and will pay any costs and damages finally awarded by a court of final jurisdiction against Licensee that are attributable to such claim, provided that Licensee: (a) BNYM shall immediately notifies ISI in writing of such claim; (b) provides ISI all reasonable information and assistance to settle or defend such claim; and indemnify Company against any third party claim alleging that the Licensed System infringes in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10c) days (provided that later notice shall relieve BNYM of its liability grants ISI sole authority and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the such claim. The remedies provided in this Section 5.1 are In no event will Licensee settle any such claim or action without ISI’s prior written approval. If, as a result of any such claim or threat thereof, ISI or Licensee is permanently enjoined from using the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiatedSoftware, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the optionISI, at its sole option and expense, to: may procure the right for Licensee to continue to use the Software, or may replace or modify any Software so that it becomes non-infringing. If neither of the foregoing alternatives is available in ISI’s sole opinion, ISI may discontinue the License upon thirty (30) days written notice and, upon the return by Licensee of the Software, shall refund to Licensee the following: (i) modify or replace with respect to perpetual licenses, all license fees paid by Licensee for the Licensed System or the infringing part terminated license, less an amount equal to one-thirty-sixth (1/36th) of the Licensed System so that license fees for each month or any portion thereof which has elapsed since the Licensed System is no longer infringing; or term start date of such terminated license or (ii) procure with respect to subscription licenses, the right subscription fees paid by ISI for the terminated license for the past twelve (12) months. The foregoing states the entire liability and obligations of ISI and the exclusive remedy of Licensee with respect to continue using infringement of any patents, trademarks, or providing copyrights, or misappropriation of trade secrets, by the infringing part of Software, Software Instructions, or any parts thereof. 7.2 ISI shall have no liability hereunder if the Licensed System; or (iii) if neither of the remedies provided for in clauses alleged infringement or misappropriation is based upon: (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part combination of the Licensed System from the Licensed System and refund Software with any fees paid software not furnished by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect ISI to any performance problem, warranty, claim of infringement Licensee other than as specified or other matter to the extent attributable to (i) Company's use of a Proprietary Item approved in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix Bwriting by ISI; (ii) any the modification or alteration of a Proprietary Item made by anyone the Software other than BNYM or made by BNYM at the request or direction of the Company, ISI; (iii) BNYM's compliance with the instructions use of the Software as part of any infringing process other than as specified or requests of Company relating to a Proprietary Itemapproved in writing by ISI; or (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies other than a current unaltered release of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.

Infringement Indemnification. (a) BNYM shall defend Balsamiq will defend, indemnify, hold Licensee and indemnify Company its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any third party Licensee Indemnitee based upon the claim alleging that the Licensed System infringes in any material respect upon any United States patent Product, if used within the scope of the Xxxxxxx Xxxxxxxxxx 6/6/12 9:34 AM License granted under this Agreement, infringes, violates, or copyright or any misappropriates a Deleted: 3 – FEB patent, trademark, copyright, trade secret secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any person. BNYM such IP Claim; (ii) Licensee shall have no liability not enter into any settlement or obligation under this Section 5.1 unless Company gives compromise on any IP Claim without Balsamiq’s prior written notice to BNYM within ten consent; (10iii) days (provided that later notice Balsamiq shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense any such action and settlement negotiations so long as there is no detriment or settlement of the claimliability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The remedies provided in this Section 5.1 are foregoing states the Company's sole remedies liability of Balsamiq and the exclusive remedy of Licensee for third party claims against the Company alleging any infringement of intellectual property rights by the Licensed System. Product or any other items provided by Balsamiq hereunder. (b) If any applicable claim is initiatedthe Product becomes, or in BNYM's sole the opinion of Balsamiq may become, the subject of a claim of infringement of any third party right, Balsamiq may, at its option and in its discretion promptly: (i) procure for Licensee the right to use the Product free of any liability; (ii) replace or modify the Product to make it non- infringing; or (iii) refund any License Fees related to this Product paid by Licensee. (c) Exclusions from Defense Obligation. Balsamiq will have no duty to defend any IP Claim to the extent such IP Claim is likely based on: (i) use of a superseded release of the Product, if such infringement would have been avoided by the use of a current release of the Product and Balsamiq timely notified Licensee of the availability of the non-infringing Product at no additional cost; (ii) the combination, operation, or use of the Product with programs or data not furnished by Balsamiq or at Balsamiq’s direction, or with hardware or operating system software other than the hardware platform and operating system with which the Product is designed to be initiatedfunction, then BNYM shall if such infringement would have been avoided by the optionuse of the Product without such programs, data, hardware or operating systems; (iii) modification or attempted modification of the Product by anyone except Balsamiq or at Balsamiq’s direction, or use or distributions of such modifications; or (iv) Licensee’s use of the Product in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any applicable law, rule, regulation, or uses any proprietary thirty party content without legally binding consent of such third party. (d) To the extent an IP Claim is excluded from Balsamiq’s defense obligation, is based upon the claim that any modifications to the Product or combination of the Product with products, not provided by Balsamiq or at Balsamiq’s direction, infringes or violates any third party, Licensee will defend or settle, at its expense, to: any action brought against Balsamiq provided, however, that: (i) modify or replace the Licensed System or the infringing part Balsamiq shall notify Licensee promptly in writing of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix B or Company's breach of this Appendix Bsuch claim; (ii) Balsamiq shall not enter into any modification settlement or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, compromise any such claim without Licensee’s prior written consent; (iii) BNYM's compliance with the instructions or requests Licensee shall have sole control of Company relating to a Proprietary Itemany such action and Xxxxxxx Xxxxxxxxxx 6/6/12 9:34 AM settlement negotiations; and (iv) Balsamiq shall provide Licensee with Deleted: 3 – FEB information and assistance, at Licensee’s request and expense, necessary to settle or defend such claim. Licensee agrees to pay all damages and costs finally awarded against Balsamiq attributable to such claim. Balsamiq may elect to assume control of the defense and settlement of any such claim with counsel of its choosing; provided however, that if Licensee will not have breached its defense and settlement obligations hereunder, Licensee will have no obligation to pay the costs and expenses of such Balsamiq-controlled defense or settlement. The foregoing states the sole liability of Licensee and the exclusive remedy of Balsamiq for any infringement of intellectual property rights by the Licensee modifications or combinations or any other items provided by Licensee hereunder. (e) Notwithstanding Clause 13(a) above, Balsamiq assumes no liability hereunder for, and shall have no obligation to defend Licensee or to pay costs, damages or attorney's fees for, any claim based upon any modifications to any of the Product not approved by Balsamiq or at Balsamiq’s direction or combination of a Proprietary Item any of the Product with any item, service, process products not approved by Balsamiq or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Eventsat Balsamiq’s direction.

Infringement Indemnification. (a) BNYM shall defend and indemnify Company against any third party claim alleging that the Licensed System infringes in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to: (i) modify or replace the Licensed System or the infringing part of the Licensed System so that the Licensed System is no longer infringing; or (ii) procure the right to continue using or providing the infringing part of the Licensed System; or (iii) if neither of the remedies provided for in clauses (i) and (ii) can be accomplished in a commercially reasonable fashion, eliminate the infringing part of the Licensed System from the Licensed System and refund any fees paid by the Company with respect to the infringing part for future periods. (b) Neither BNYM nor any Third Party Provider shall have any liability under any provision of this Agreement with respect to any performance problem, warranty, claim of infringement or other matter to the extent attributable to (i) Company's use of a Proprietary Item in a negligent manner or any manner not consistent with this Appendix Schedule B or Company's breach of this Appendix Schedule B; (ii) any modification or alteration of a Proprietary Item made by anyone other than BNYM or made by BNYM at the request or direction of the Company, (iii) BNYM's compliance with the instructions or requests of Company relating to a Proprietary Item; (iv) any combination of a Proprietary Item with any item, service, process or data not provided by BNYM, (v) third parties gaining access to a Proprietary Item due to acts or omissions of Company, (vi) third party software not recommended by BNYM or the use of open source software, (vii) Company's failure to license and maintain copies of any third-party software required to operate the any BNYM Software, (viii) Company's failure to operate the BNYM Software in accordance with the Documentation, or (ix) Data Faults (collectively, "Excluded Events"). Company will indemnify, and with respect to third party claims will defend, and hold harmless BNYM and Third Party Providers from and against any and all Loss and claims resulting or arising from any Excluded Events.