Common use of Infringement Indemnification Clause in Contracts

Infringement Indemnification. TO THE EXTENT ALLOWED BY LAW, PROVIDER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF PROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) THE GLO’S AND/OR PROVIDER’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY PROVIDER OR OTHERWISE TO WHICH THE GLO HAS ACCESS AS A RESULT OF PROVIDER’S PERFORMANCE UNDER THE CONTRACT. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, PROVIDER XXXX XXXXXXXXX THE GLO AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS OF THE GLO’S COUNSEL.*

Infringement Indemnification. TO THE EXTENT ALLOWED BY LAW(a) VENDOR WILL, PROVIDER SHALL DEFENDAT ITS EXPENSE, INDEMNIFY, AND HOLD HARMLESS THE GLO DIR AND THE STATE OF TEXAS CUSTOMERS, THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY LOSSES, LIABILI- TIES, DAMAGES, PENALTIES, COSTS, FEES, INCLUDING WITHOUT LIMITA- TION REASONABLE ATTORNEYS’ FEES AND ALL CLAIMSEXPENSES, VIOLATIONS, MISAPPROPRIATIONS FROM ANY CLAIM OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS ACTION AGAINST DIR AND/OR OTHER INTANGIBLE PROPERTYCUSTOMERS THAT IS BASED ON A CLAIM OF BREACH OF THE WARRANTY SET FORTH IN SECTION 13.05 OF THE CON- TRACT, PUBLICITY OR PRIVACY RIGHTS, DIR AND/OR CUSTOMERS WILL PROMPTLY NOTIFY VENDOR IN CONNECTION WITH OR ARISING FROM: (1) WRITING OF THE PERFORMANCE OR ACTIONS CLAIM, PROVIDE VENDOR A COPY OF PROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; ALL INFORMATION RECEIVED BY DIR AND/OR (3) THE GLO’S AND/OR PROVIDER’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED CUSTOMERS WITH RESPECT TO THE GLO BY PROVIDER CLAIM, AND COOPERATE WITH VENDOR IN DEFENDING OR OTHERWISE TO WHICH SETTLING THE GLO HAS ACCESS AS A RESULT OF PROVIDER’S PERFORMANCE UNDER THE CONTRACT. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL WILL BE COORDINATED (i) BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTOR- NEY GENERAL FOR DIR AND TEXAS STATE AGENCY CUSTOMERS, (II) BY CUSTOMER’S LOCAL COUNSEL FOR CUSTOMERS THAT ARE POLITICAL SUBDIVISIONS (INCLUDING COUNTIES, MUNICIPALITIES, OR DISTRICTS), AND (III) BY VENDOR’S LEGAL COUNSEL FOR CUSTOMERS THAT ARE EI- THER PRIVATE INSTITUTIONS OF HIGHER EDUCATION OR ASSISTANCE OR- GANIZATIONS (AS BOTH ARE DESCRIBED IN THE DEFINITION OF “CUSTOM- ER” IN SECTION 21 TO EXHIBIT A (“DEFINITIONS”)). IN ADDITION, IN CASES WHERE EITHER THE OFFICE OF THE TEXAS ATTORNEY GENERAL IS COOR- DINATING THE DEFENSE (OAGUNDER SECTION 14.01(A)(I)) WHEN OR LOCAL COUNSEL IS COORDINATING THE DEFENSE (UNDER SECTION 14.01(A)(II)), VENDOR WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE AT VENDOR'S EX- PENSE, BUT VENDOR AGREES NOT TO INTERFERE WITH EITHER THE OF- FICE OF THE TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT ATTORNEY GENERAL’S OR LOCAL COUNSEL’S (AS THE CASE MAY BE) MANAGEMENT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING CONTROL OF THE CONCURRENCE FROM OAGDEFENSE AND SET- TLEMENT. IN ADDITIONCASES WHERE VENDOR IS COORDINATING THE DEFENSE, PROVIDER XXXX XXXXXXXXX THE GLO AND AFFECTED CUSTOMER WILL HAVE THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDINGRIGHT TO PARTICIPATE IN THE DE- FENSE AT CUSTOMER’S EXPENSE, BUT CUSTOMER AGREES NOT LIMITED TO, ATTORNEYS’ FEES TO IN- TERFERE WITH VENDOR’S MANAGEMENT AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS CONTROL OF THE GLO’S COUNSELDEFENSE AND SETTLEMENT.* (b) If any Service, or part thereof, that is the subject of an action described in Section 14.01(a), is held to constitute an infringement or misappropriation, or the use thereof is enjoined or restricted or if a proceeding appears to Vendor to be likely to be brought with respect there to, Vendor will, at its own expense, either: (1) Procure for DIR and/or the affected Customer the right to continue using the Services; or (2) Modify or replace the Services to comply with the specifications in the CTSA, if any, and to not violate any Intellectual Property rights. If Vendor does not believe that either of the foregoing alternatives is commercially reasonable, Vendor will provide DIR with written notice regarding same in which event Vendor and DIR will agree upon an alternative approach which may include termination of the affected Service.

Infringement Indemnification. TO THE EXTENT ALLOWED BY LAW, PROVIDER VENDOR SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF PROVIDER VENDOR PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) THE GLO’S AND/OR PROVIDERVENDOR’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY PROVIDER VENDOR OR OTHERWISE TO WHICH THE GLO HAS ACCESS AS A RESULT OF PROVIDERVENDOR’S PERFORMANCE UNDER THE CONTRACT. PROVIDER VENDOR AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY PROVIDER VENDOR WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND PROVIDER VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, PROVIDER XXXX XXXXXXXXX VENDOR WILL REIMBURSE THE GLO AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER VENDOR OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER VENDOR WILL PAY ALL REASONABLE COSTS OF THE GLO’S COUNSEL.*

Infringement Indemnification. SELLER SHALL DEFEND ANY CLAIM, SUIT OR PROCEEDING BROUGHT AGAINST BUYER INSOFAR AS IT IS BASED ON A CLAIM THAT THE USE OR TRANSFER OF ANY PRODUCT DELIVERED HEREUNDER CONSTITUTES AN INFRINGEMENT OF A UNITED STATES PATENT OR COPYRIGHT IN EXISTENCE AS OF THE DATE OF DELIVERY OF THE PRODUCT TO BUYER (AN “INFRINGEMENT CLAIM”) SO LONG AS SELLER IS NOTIFIED PROMPTLY IN WRITING BY BUYER AS TO ANY SUCH ACTION AND IS GIVEN FULL AUTHORITY, INFORMATION AND ASSISTANCE (AT SELLER’S EXPENSE) FOR THE DEFENSE. IN ADDITION TO SELLER’S OBLIGATION TO DEFEND, SELLER SHALL PAY ALL DAMAGES AND COSTS (EXCEPT CONSEQUENTIAL DAMAGES) AWARDED THEREIN AGAINST BUYER. THE OBLIGATIONS SET FORTH ABOVE SHALL NOT, HOWEVER, EXTEND TO PRODUCTS DELIVERED HEREUNDER WHICH WOULD GIVE RISE TO A CLAIM, SUIT, PROCEEDING, FINDING OR CONCLUSION SOLELY FOR CONTRIBUTORY INFRINGEMENT OR INDUCEMENT OF INFRINGEMENT. SELLER SHALL NOT BE RESPONSIBLE FOR ANY COMPROMISE MADE BY BUYER WITHOUT ITS CONSENT. NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF AN INFRINGEMENT CLAIM, SELLER’S OBLIGATION UNDER THIS PARAGRAPH SHALL BE FULFILLED, AT SELLER’S SOLE OPTION AND EXPENSE, IF SELLER AT ANY TIME: (A) OBTAINS A LICENSE FOR BUYER TO CONTINUE THE USE OR TO SELL THE INFRINGING PRODUCT PURCHASED FROM SELLER; OR (B) REFUNDS THE PURCHASE PRICE PAID TO SELLER BY BUYER FOR SUCH INFRINGING PRODUCT LESS A REASONABLE AMOUNT FOR USE, DAMAGE, OR OBSOLESCENCE, AND REMOVES SUCH PRODUCT; OR (C) REPLACES OR MODIFIES THE INFRINGING PRODUCT SO AS TO BE SUBSTANTIALLY FUNCTIONALLY EQUIVALENT TO THE INFRINGING PRODUCT BUT NON-INFRINGING. BUYER AGREES THAT THE FOREGOING INDEMNIFICATION SHALL NOT APPLY AND MOREOVER, SHALL BE EXTENDED TO SELLER FOR ANY CLAIM OF U.S. PATENT INFRINGEMENT WHICH MAY BE BROUGHT AGAINST SELLER BECAUSE OF COMPLIANCE WITH BUYER’S PARTICULAR DESIGN REQUIREMENTS, SPECIFICATIONS OR INSTRUCTIONS. BUYER GRANTS TO SELLER THE BENEFIT OF ANY LICENSE TO BUYER UNDER ANY PATENT WHICH MAY BE THE SUBJECT OF AN INFRINGEMENT ALLEGATION HEREUNDER TO THE EXTENT ALLOWED PERMITTED BY LAW, PROVIDER SAID LICENSE. SELLER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS HAVE NO LIABILITY TO BUYER UNDER THIS PARAGRAPH IF ANY INFRINGEMENT CLAIM IS BASED UPON THE GLO AND THE STATE (I) USE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/PRODUCTS DELIVERED HEREUNDER IN CONNECTION OR IN CONNECTION COMBINATION WITH EQUIPMENT, DEVICES OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF PROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLESOFTWARE NOT DELIVERED BY SELLER, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3II) USE OF PRODUCTS DELIVERED HEREUNDER IN A MANNER FOR WHICH THE GLO’S AND/SAME WERE NOT DESIGNED, OR PROVIDER(III) MODIFICATION BY BUYER OF PRODUCTS DELIVERED HEREUNDER TO THE EXTENT SUCH MODIFICATION IS THE CAUSE OF THE CLAIM OR SUIT. SELLER SHALL FURTHER HAVE NO LIABILITY TO BUYER FOR ANY INFRINGEMENT CLAIM BASED ON BUYER’S USE OR TRANSFER OF THE PRODUCT DELIVERED HEREUNDER AFTER SELLER’S NOTICE THAT BUYER SHALL CEASE USE OR ACQUISITION TRANSFER OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED SUCH PRODUCT DUE TO THE GLO BY PROVIDER OR OTHERWISE TO WHICH THE GLO HAS ACCESS AS A RESULT OF PROVIDER’S PERFORMANCE UNDER THE CONTRACT. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY EXCEPT AS STATED ABOVE, SELLER DISCLAIMS ALL COSTS OF DEFENSEWARRANTIES AND INDEMNITIES, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITIONEXPRESS, PROVIDER XXXX XXXXXXXXX THE GLO AND THE STATE OF TEXAS IMPLIED OR STATUTORY, FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES PATENT OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS OF THE GLO’S COUNSELCOPYRIGHT INFRINGEMENT.*

Infringement Indemnification. TO THE EXTENT ALLOWED BY LAW, PROVIDER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONS, MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF PROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) THE GLO’S AND/OR PROVIDER’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY PROVIDER OR OTHERWISE TO WHICH THE GLO HAS ACCESS AS A RESULT OF PROVIDER’S PERFORMANCE UNDER THE CONTRACT. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, PROVIDER XXXX XXXXXXXXX Provider WILL REIMBURSE THE GLO AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS OF THE GLO’S COUNSEL.*

Infringement Indemnification. 19.1 Syskit shall indemnify and hold the customer harmless from liability to unaffiliated third parties resulting from a final judgment of infringement of the Software by any United States copyright or misappropriation of any trade secret, provided that Syskit, Ltd. is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement of any such claim or proceeding. Syskit, Ltd. will not be responsible for any settlement it does not approve in writing. 19.2 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SYSKIT’S REPRESENTATIONS, WARRANTIES, INDEMNIFICATION AND DEFENSE OBLIGATIONS SHALL NOT APPLY TO: (I) THE EXTENT ALLOWED THAT THE SOFTWARE HAS BEEN MODIFIED BY LAWPARTIES OTHER THAN SYSKIT; (II) PREVIOUS RELEASES OF THE SOFTWARE WHERE THE CUSTOMER IS NOT SUBSCRIBING TO SUPPORT, PROVIDER SHALL DEFENDWHERE UPDATES OR NEWER RELEASE WOULD NOT HAVE GIVEN RISE TO THE INFRINGEMENT CLAIM; (III) CLAIMS CAUSED BY THE CUSTOMER’S NEGLIGENCE, INDEMNIFYABUSE, MISUSE OR MISAPPLICATION OF THE SOFTWARE OR ANY PORTION THEREOF; (IV) COMBINATIONS OF THE SOFTWARE OR ANY PORTION THEREOF WITH OTHER PRODUCTS, PROCESSES OR MATERIALS NOT PROVIDED BY SYSKIT, LTD., WHERE THE ALLEGED INFRINGEMENT ARISES OUT OF OR RELATES TO SUCH COMBINATION; OR (V) WHERE THE CUSTOMER OR ANY OF ITS CUSTOMERS OR AGENTS CONTINUES ALLEGEDLY INFRINGING ACTIVITY AFTER BEING NOTIFIED THEREOF AND AFTER BEING PROVIDED WITH MODIFICATIONS THAT WOULD HAVE AVOIDED THE ALLEGED INFRINGEMENT. THE END-USER AGREES TO INDEMNIFY AND HOLD SYSKIT HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONSCOSTS, MISAPPROPRIATIONS EXPENSES, DAMAGES, LIABILITIES AND LEGAL FEES THAT SYSKIT MAY SUFFER OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF PROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) THE GLO’S AND/OR PROVIDER’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY PROVIDER OR OTHERWISE TO WHICH THE GLO HAS ACCESS INCUR AS A RESULT OF PROVIDER’S PERFORMANCE UNDER THE CONTRACT. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSEDISPUTE THAT MAY ARISE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT WAY WHATSOEVER, IN CONNECTION WITH ANY BREACH OF SECTION 19.2 AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAGSECTION 5.11. IN ADDITION, PROVIDER XXXX XXXXXXXXX THE GLO AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS OF THE GLO’S COUNSEL.*20 Notice to Government Users—Restricted Rights Notice

Infringement Indemnification. TO THE EXTENT ALLOWED BY LAW(a) VENDOR WILL, PROVIDER SHALL DEFENDAT ITS EXPENSE, INDEMNIFY, AND HOLD HARMLESS THE GLO DIR AND THE STATE OF TEXAS CUSTOMERS, THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY LOSSES, LIABILI- TIES, DAMAGES, PENALTIES, COSTS, FEES, INCLUDING WITHOUT LIMITA- TION REASONABLE ATTORNEYS’ FEES AND ALL CLAIMSEXPENSES, VIOLATIONS, MISAPPROPRIATIONS FROM ANY CLAIM OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS ACTION AGAINST DIR AND/OR OTHER INTANGIBLE PROPERTYCUSTOMERS THAT IS BASED ON A CLAIM OF BREACH OF THE WARRANTY SET FORTH IN SECTION 13.05 OF THE CON- TRACT, PUBLICITY OR PRIVACY RIGHTS, DIR AND/OR CUSTOMERS WILL PROMPTLY NOTIFY VENDOR IN CONNECTION WITH OR ARISING FROM: (1) WRITING OF THE PERFORMANCE OR ACTIONS CLAIM, PROVIDE VENDOR A COPY OF PROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; ALL INFORMATION RECEIVED BY DIR AND/OR (3) THE GLO’S AND/OR PROVIDER’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED CUSTOMERS WITH RESPECT TO THE GLO BY PROVIDER CLAIM, AND COOPERATE WITH VENDOR IN DEFENDING OR OTHERWISE TO WHICH SETTLING THE GLO HAS ACCESS AS A RESULT OF PROVIDER’S PERFORMANCE UNDER THE CONTRACT. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL WILL BE COORDINATED (i) BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTOR- NEY GENERAL FOR DIR AND TEXAS STATE AGENCY CUSTOMERS, (II) BY CUSTOMER’S LOCAL COUNSEL FOR CUSTOMERS THAT ARE POLITICAL SUBDIVISIONS (INCLUDING COUNTIES, MUNICIPALITIES, OR DISTRICTS), AND (III) BY VENDOR’S LEGAL COUNSEL FOR CUSTOMERS THAT ARE EI- THER PRIVATE INSTITUTIONS OF HIGHER EDUCATION OR ASSISTANCE OR- GANIZATIONS (AS BOTH ARE DESCRIBED IN THE DEFINITION OF ―CUSTOM- ER‖ IN SECTION 21 TO EXHIBIT A (―DEFINITIONS‖)). IN ADDITION, IN CASES WHERE EITHER THE OFFICE OF THE TEXAS ATTORNEY GENERAL IS COOR- DINATING THE DEFENSE (OAGUNDER SECTION 14.01(A)(I)) WHEN OR LOCAL COUNSEL IS COORDINATING THE DEFENSE (UNDER SECTION 14.01(A)(II)), VENDOR WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE AT VENDOR'S EX- PENSE, BUT VENDOR AGREES NOT TO INTERFERE WITH EITHER THE OF- FICE OF THE TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT ATTORNEY GENERAL’S OR LOCAL COUNSEL’S (AS THE CASE MAY BE) MANAGEMENT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING CONTROL OF THE CONCURRENCE FROM OAGDEFENSE AND SET- TLEMENT. IN ADDITIONCASES WHERE VENDOR IS COORDINATING THE DEFENSE, PROVIDER XXXX XXXXXXXXX THE GLO AND AFFECTED CUSTOMER WILL HAVE THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDINGRIGHT TO PARTICIPATE IN THE DE- FENSE AT CUSTOMER’S EXPENSE, BUT CUSTOMER AGREES NOT LIMITED TO, ATTORNEYS’ FEES TO IN- TERFERE WITH VENDOR’S MANAGEMENT AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS CONTROL OF THE GLO’S COUNSELDEFENSE AND SETTLEMENT.* (b) If any Service, or part thereof, that is the subject of an action described in Section 14.01(a), is held to constitute an infringement or misappropriation, or the use thereof is enjoined or restricted or if a proceeding appears to Vendor to be likely to be brought with respect there to, Vendor will, at its own expense, either: (1) Procure for DIR and/or the affected Customer the right to continue using the Services; or (2) Modify or replace the Services to comply with the specifications in the CTSA, if any, and to not violate any Intellectual Property rights. If Vendor does not believe that either of the foregoing alternatives is commercially reasonable, Vendor will provide DIR with written notice regarding same in which event Vendor and DIR will agree upon an alternative approach which may include termination of the affected Service.

Infringement Indemnification. 20.1 Acceleratio shall indemnify and hold the customer harmless from liability to unaffiliated third parties resulting from a final judgment of infringement of the software by any United States copyright or misappropriation of any trade secret, provided that Acceleratio, Ltd. is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement of any such claim or proceeding. Acceleratio, Ltd. will not be responsible for any settlement it does not approve in writing. 20.2 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ACCELERATIO’S REPRESENTATIONS, WARRANTIES, INDEMNIFICATION AND DEFENSE OBLIGATIONS SHALL NOT APPLY TO: (I) THE EXTENT ALLOWED THAT THE SOFTWARE HAS BEEN MODIFIED BY LAWPARTIES OTHER THAN ACCELERATIO; (II) PREVIOUS RELEASES OF THE SOFTWARE WHERE THE CUSTOMER IS NOT SUBSCRIBING TO SOFTWARE ASSURANCE, PROVIDER SHALL DEFENDWHERE UPDATES OR NEWER RELEASE WOULD NOT HAVE GIVEN RISE TO THE INFRINGEMENT CLAIM; (III) CLAIMS CAUSED BY THE CUSTOMER’S NEGLIGENCE, INDEMNIFYABUSE, MISUSE OR MISAPPLICATION OF THE SOFTWARE OR ANY PORTION THEREOF; (IV) COMBINATIONS OF THE SOFTWARE OR ANY PORTION THEREOF WITH OTHER PRODUCTS, PROCESSES OR MATERIALS NOT PROVIDED BY ACCELERATIO, LTD., WHERE THE ALLEGED INFRINGEMENT ARISES OUT OF OR RELATES TO SUCH COMBINATION; OR (V) WHERE THE CUSTOMER OR ANY OF ITS CUSTOMERS OR AGENTS CONTINUES ALLEGEDLY INFRINGING ACTIVITY AFTER BEING NOTIFIED THEREOF AND AFTER BEING PROVIDED WITH MODIFICATIONS THAT WOULD HAVE AVOIDED THE ALLEGED INFRINGEMENT. 20.3 THE END-USER AGREES TO INDEMNIFY AND HOLD ACCELERATIO HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONSCOSTS, MISAPPROPRIATIONS EXPENSES, DAMAGES, LIABILITIES AND LEGAL FEES THAT ACCELERATIO MAY SUFFER OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF PROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) THE GLO’S AND/OR PROVIDER’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY PROVIDER OR OTHERWISE TO WHICH THE GLO HAS ACCESS INCUR AS A RESULT OF PROVIDER’S PERFORMANCE UNDER THE CONTRACTANY DISPUTE THAT MAY ARISE, IN ANY WAY WHATSOEVER, IN CONNECTION WITH ANY BREACH OF SECTION 20.2 AND SECTION 5.13. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN 21. NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, PROVIDER XXXX XXXXXXXXX THE GLO AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS OF THE GLO’S COUNSEL.*GOVERNMENT USERS—RESTRICTED RIGHTS NOTICE

Infringement Indemnification. 20.1 Rencore shall indemnify and hold the customer harmless from liability to unaffiliated third parties resulting from a final judgment of infringement of the software by any United States copyright or misappropriation of any trade secret, provided that Rencore is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement of any such claim or proceeding. Rencore will not be responsible for any settlement it does not approve in writing. 20.2 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, RENCORE’S REPRESENTATIONS, WARRANTIES, INDEMNIFICATION AND DEFENSE OBLIGATIONS SHALL NOT APPLY TO: (I) THE EXTENT ALLOWED THAT THE SOFTWARE HAS BEEN MODIFIED BY LAWPARTIES OTHER THAN RENCORE; (II) PREVIOUS RELEASES OF THE SOFTWARE WHERE THE CUSTOMER IS NOT SUBSCRIBING TO SOFTWARE ASSURANCE, PROVIDER SHALL DEFENDWHERE UPDATES OR NEWER RELEASE WOULD NOT HAVE GIVEN RISE TO THE INFRINGEMENT CLAIM; (III) CLAIMS CAUSED BY THE CUSTOMER’S NEGLIGENCE, INDEMNIFYABUSE, MISUSE OR MISAPPLICATION OF THE SOFTWARE OR ANY PORTION THEREOF; (IV) COMBINATIONS OF THE SOFTWARE OR ANY PORTION THEREOF WITH OTHER PRODUCTS, PROCESSES OR MATERIALS NOT PROVIDED BY RENCORE, WHERE THE ALLEGED INFRINGEMENT ARISES OUT OF OR RELATES TO SUCH COMBINATION; OR (V) WHERE THE CUSTOMER OR ANY OF ITS CUSTOMERS OR AGENTS CONTINUES ALLEGEDLY INFRINGING ACTIVITY AFTER BEING NOTIFIED THEREOF AND AFTER BEING PROVIDED WITH MODIFICATIONS THAT WOULD HAVE AVOIDED THE ALLEGED INFRINGEMENT. 20.3 THE ENDUSER AGREES TO INDEMNIFY AND HOLD RENCORE HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONSCOSTS, MISAPPROPRIATIONS EXPENSES, DAMAGES, LIABILITIES AND LEGAL FEES THAT RENCORE MAY SUFFER OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF PROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) THE GLO’S AND/OR PROVIDER’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY PROVIDER OR OTHERWISE TO WHICH THE GLO HAS ACCESS INCUR AS A RESULT OF PROVIDER’S PERFORMANCE UNDER THE CONTRACT. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSEDISPUTE THAT MAY ARISE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT WAY WHATSOEVER, IN CONNECTION WITH ANY BREACH OF SECTION 20.2 AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, PROVIDER XXXX XXXXXXXXX THE GLO AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS OF THE GLO’S COUNSELSECTION 5.13.*

Infringement Indemnification. TO THE EXTENT ALLOWED BY LAW(a) VENDOR WILL, PROVIDER SHALL DEFENDAT ITS EXPENSE, INDEMNIFY, AND HOLD HARMLESS THE GLO DIR AND THE STATE OF TEXAS CUSTOMERS, THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY LOSSES, LIABILI- TIES, DAMAGES, PENALTIES, COSTS, FEES, INCLUDING WITHOUT LIMITA- TION REASONABLE ATTORNEYS’ FEES AND ALL CLAIMSEXPENSES, VIOLATIONS, MISAPPROPRIATIONS FROM ANY CLAIM OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS ACTION AGAINST DIR AND/OR OTHER INTANGIBLE PROPERTYCUSTOMERS THAT IS BASED ON A CLAIM OF BREACH OF THE WARRANTY SET FORTH IN SECTION 13.05 OF THE CON- TRACT, PUBLICITY OR PRIVACY RIGHTS, DIR AND/OR CUSTOMERS WILL PROMPTLY NOTIFY VENDOR IN CONNECTION WITH OR ARISING FROM: (1) WRITING OF THE PERFORMANCE OR ACTIONS CLAIM, PROVIDE VENDOR A COPY OF PROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; ALL INFORMATION RECEIVED BY DIR AND/OR (3) THE GLO’S AND/OR PROVIDER’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED CUSTOMERS WITH RESPECT TO THE GLO BY PROVIDER CLAIM, AND COOPERATE WITH VENDOR IN DEFENDING OR OTHERWISE TO WHICH SETTLING THE GLO HAS ACCESS AS A RESULT OF PROVIDER’S PERFORMANCE UNDER THE CONTRACT. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL WILL BE COORDINATED (I) BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTOR- NEY GENERAL FOR DIR AND TEXAS STATE AGENCY CUSTOMERS, (II) BY CUSTOMER’S LOCAL COUNSEL FOR CUSTOMERS THAT ARE POLITICAL SUBDIVISIONS (INCLUDING COUNTIES, MUNICIPALITIES, OR DISTRICTS), AND (III) BY VENDOR’S LEGAL COUNSEL FOR CUSTOMERS THAT ARE EI- THER PRIVATE INSTITUTIONS OF HIGHER EDUCATION OR ASSISTANCE OR- GANIZATIONS (AS BOTH ARE DESCRIBED IN THE DEFINITION OF ―CUSTOM- ER‖ IN SECTION 21 TO EXHIBIT A (―DEFINITIONS‖)). IN ADDITION, IN CASES WHERE EITHER THE OFFICE OF THE TEXAS ATTORNEY GENERAL IS COOR- DINATING THE DEFENSE (OAGUNDER SECTION 14.01(A)(I)) WHEN OR LOCAL COUNSEL IS COORDINATING THE DEFENSE (UNDER SECTION 14.01(A)(II)), VENDOR WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE AT VENDOR'S EX- PENSE, BUT VENDOR AGREES NOT TO INTERFERE WITH EITHER THE OF- FICE OF THE TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT ATTORNEY GENERAL’S OR LOCAL COUNSEL’S (AS THE CASE MAY BE) MANAGEMENT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING CONTROL OF THE CONCURRENCE FROM OAGDEFENSE AND SET- TLEMENT. IN ADDITIONCASES WHERE VENDOR IS COORDINATING THE DEFENSE, PROVIDER XXXX XXXXXXXXX THE GLO AND AFFECTED CUSTOMER WILL HAVE THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDINGRIGHT TO PARTICIPATE IN THE DE- FENSE AT CUSTOMER’S EXPENSE, BUT CUSTOMER AGREES NOT LIMITED TO, ATTORNEYS’ FEES TO IN- TERFERE WITH VENDOR’S MANAGEMENT AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS CONTROL OF THE GLO’S COUNSELDEFENSE AND SETTLEMENT.* (b) If any Service, or part thereof, that is the subject of an action described in Section 14.01(a), is held to constitute an infringement or misappropriation, or the use thereof is enjoined or restricted or if a proceeding appears to Vendor to be likely to be brought with respect there to, Vendor will, at its own expense, either: (1) Procure for DIR and/or the affected Customer the right to continue using the Services; or (2) Modify or replace the Services to comply with the specifications in the CTSA, if any, and to not violate any Intellectual Property rights. If Vendor does not believe that either of the foregoing alternatives is commercially reasonable, Vendor will provide DIR with written notice regarding same in which event Vendor and DIR will agree upon an alternative approach which may include termination of the affected Service.

Infringement Indemnification. 20.1 Syskit shall indemnify and hold the customer harmless from liability to unaffiliated third parties resulting from a final judgment of infringement of the Software by any United States copyright or misappropriation of any trade secret, provided that Syskit, Ltd. is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement of any such claim or proceeding. Syskit, Ltd. will not be responsible for any settlement it does not approve in writing. 20.2 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SYSKIT’S REPRESENTATIONS, WARRANTIES, INDEMNIFICATION AND DEFENSE OBLIGATIONS SHALL NOT APPLY TO: (I) THE EXTENT ALLOWED THAT THE SOFTWARE HAS BEEN MODIFIED BY LAWPARTIES OTHER THAN SYSKIT; (II) PREVIOUS RELEASES OF THE SOFTWARE WHERE THE CUSTOMER IS NOT SUBSCRIBING TO SUPPORT AND UPGRADE PROTECTION (SOFTWARE ASSURANCE), PROVIDER SHALL DEFENDWHERE UPDATES OR NEWER RELEASE WOULD NOT HAVE GIVEN RISE TO THE INFRINGEMENT CLAIM; (III) CLAIMS CAUSED BY THE CUSTOMER’S NEGLIGENCE, INDEMNIFYABUSE, MISUSE OR MISAPPLICATION OF THE SOFTWARE OR ANY PORTION THEREOF; (IV) COMBINATIONS OF THE SOFTWARE OR ANY PORTION THEREOF WITH OTHER PRODUCTS, PROCESSES OR MATERIALS NOT PROVIDED BY SYSKIT, LTD., WHERE THE ALLEGED INFRINGEMENT ARISES OUT OF OR RELATES TO SUCH COMBINATION; OR (V) WHERE THE CUSTOMER OR ANY OF ITS CUSTOMERS OR AGENTS CONTINUES ALLEGEDLY INFRINGING ACTIVITY AFTER BEING NOTIFIED THEREOF AND AFTER BEING PROVIDED WITH MODIFICATIONS THAT WOULD HAVE AVOIDED THE ALLEGED INFRINGEMENT. 20.3 THE END-USER AGREES TO INDEMNIFY AND HOLD SYSKIT HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONSCOSTS, MISAPPROPRIATIONS EXPENSES, DAMAGES, LIABILITIES AND LEGAL FEES THAT SYSKIT MAY SUFFER OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF PROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) THE GLO’S AND/OR PROVIDER’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY PROVIDER OR OTHERWISE TO WHICH THE GLO HAS ACCESS INCUR AS A RESULT OF PROVIDER’S PERFORMANCE UNDER THE CONTRACT. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSEDISPUTE THAT MAY ARISE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT WAY WHATSOEVER, IN CONNECTION WITH ANY BREACH OF SECTION 20.2 AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, PROVIDER XXXX XXXXXXXXX THE GLO AND THE STATE OF TEXAS FOR ANY CLAIMS, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS OF THE GLO’S COUNSELSECTION 5.13.*

Infringement Indemnification. 20.1 Rencore shall indemnify and hold the customer harmless from liability to unaffiliated third parties resulting from a final judgment of infringement of the software by any United States copyright or misappropriation of any trade secret, provided that Rencore is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement of any such claim or proceeding. Rencore will not be responsible for any settlement it does not approve in writing. 20.2 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, RENCORE’S REPRESENTATIONS, WARRANTIES, INDEMNIFICATION AND DEFENSE OBLIGATIONS SHALL NOT APPLY TO: (I) THE EXTENT ALLOWED THAT THE SOFTWARE HAS BEEN MODIFIED BY LAWPARTIES OTHER THAN RENCORE; (II) PREVIOUS RELEASES OF THE SOFTWARE WHERE THE CUSTOMER IS NOT SUBSCRIBING TO SOFTWARE ASSURANCE, PROVIDER SHALL DEFENDWHERE UPDATES OR NEWER RELEASE WOULD NOT HAVE GIVEN RISE TO THE INFRINGEMENT CLAIM; (III) CLAIMS CAUSED BY THE CUSTOMER’S NEGLIGENCE, INDEMNIFYABUSE, MISUSE OR MISAPPLICATION OF THE SOFTWARE OR ANY PORTION THEREOF; (IV) COMBINATIONS OF THE SOFTWARE OR ANY PORTION THEREOF WITH OTHER PRODUCTS, PROCESSES OR MATERIALS NOT PROVIDED BY RENCORE, WHERE THE ALLEGED INFRINGEMENT ARISES OUT OF OR RELATES TO SUCH COMBINATION; OR (V) WHERE THE CUSTOMER OR ANY OF ITS CUSTOMERS OR AGENTS CONTINUES ALLEGEDLY INFRINGING ACTIVITY AFTER BEING NOTIFIED THEREOF AND AFTER BEING PROVIDED WITH MODIFICATIONS THAT WOULD HAVE AVOIDED THE ALLEGED INFRINGEMENT. 20.3 THE ENDUSER AGREES TO INDEMNIFY AND HOLD RENCORE HARMLESS THE GLO AND THE STATE OF TEXAS FROM AND AGAINST ANY AND ALL CLAIMS, VIOLATIONSCOSTS, MISAPPROPRIATIONS OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS AND/OR OTHER INTANGIBLE PROPERTY, PUBLICITY OR PRIVACY RIGHTS, AND/OR IN CONNECTION WITH OR ARISING FROM: (1) THE PERFORMANCE OR ACTIONS OF PROVIDER PURSUANT TO THIS CONTRACT; (2) ANY DELIVERABLE, WORK PRODUCT, CONFIGURED SERVICE OR OTHER SERVICE PROVIDED HEREUNDER; AND/OR (3) THE GLO’S AND/OR PROVIDER’S USE OF OR ACQUISITION OF ANY REQUESTED SERVICES OR OTHER ITEMS PROVIDED TO THE GLO BY PROVIDER OR OTHERWISE TO WHICH THE GLO HAS ACCESS AS A RESULT OF PROVIDER’S PERFORMANCE UNDER THE CONTRACT. PROVIDER AND THE GLO SHALL FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. PROVIDER SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY PROVIDER WITH THE OFFICE OF THE TEXAS ATTORNEY GENERAL (OAG) WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND PROVIDER MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OAG. IN ADDITION, PROVIDER XXXX XXXXXXXXX THE GLO AND THE STATE OF TEXAS FOR ANY CLAIMSEXPENSES, DAMAGES, COSTS, EXPENSES OR OTHER AMOUNTS, INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ LIABILITIES AND LEGAL FEES AND COURT COSTS, ARISING FROM ANY SUCH CLAIM. IF THE GLO DETERMINES THAT A CONFLICT EXISTS BETWEEN ITS INTERESTS AND THOSE OF PROVIDER OR IF THE GLO IS REQUIRED BY APPLICABLE LAW TO SELECT SEPARATE COUNSEL, THE GLO WILL BE PERMITTED TO SELECT SEPARATE COUNSEL AND PROVIDER WILL PAY ALL REASONABLE COSTS OF THE GLO’S COUNSEL.*RENCORE