Common use of Infringement Indemnification Clause in Contracts

Infringement Indemnification. 5.1 AGI will indemnify You from and against any loss, liability, cost or expense, including reasonable attorney’s fees, that You incur as a result of any claims, actions, or demands by a third party alleging that Your licensed use of the Software infringes on a U.S. patent, copyright, or trademark, provided that: a. AGI is notified in writing within fifteen (15) business days of such claim; b. You provide AGI with documents describing the allegations of infringement; c. AGI has the sole control of defense of any action and negotiation related to the defense or settlement of any claim; and d. You reasonably cooperate in the defense of the claim at XXX’s request and expense. 5.2 If the Software, or any part thereof, is found to infringe a U.S. patent, copyright, or trademark of another, AGI shall, at its sole option and at its own expense, either: (i) obtain for You the right to continue using such Software or part thereof, or (ii) modify the allegedly infringing elements of such Software while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and You shall uninstall and return the infringing Software to AGI. AGI’s entire liability shall then be to indemnify You pursuant to Section 5.1 and refund to You the amounts actually paid by You to AGI for the affected Software less depreciation for beneficial use determined on a straight-line basis over a five year useful life. 5.3 AGI shall have no obligation to indemnify You or to pay any resultant costs, damages, or attorneys’ fees for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the operation, combination or integration of the Software with other software, a product, hardware, system or process not supplied by AGI or specified by AGI in its documentation; (ii) alteration of the Software by someone other than AGI; or (iii) use of the Software after modifications have been provided by AGI for avoiding infringement; or use after a return is ordered by AGI under Section 5.2. 5.4 AGI’S OBLIGATIONS UNDER THIS SECTION 5 ARE SOLELY FOR INFRINGEMENT DAMAGES AND COSTS AWARDED AGAINST YOU. IN NO EVENT SHALL ANY OTHER LIABILITY OF AGI TO YOU EXCEED THE AGGREGATE AMOUNT OF THE APPLICABLE LICENSE FEE RECEIVED BY AGI FOR THE ALLEGEDLY INFRINGING SOFTWARE, OR ANY PART THEREOF. YOU AGREE THAT THE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION.

Infringement Indemnification. 5.1 AGI If a claim is made or an action brought that the Software infringes a patent, or any copyright or trade secret, EXASOL will indemnify You from the Customer and against any lossits Related Undertakings in respect of such claim and resulting costs, liabilitydamages and reasonable attorneys' fees finally awarded or agreed to in settlement, cost provided that (a) Customer promptly notifies EXASOL in writing of the claim, and (b) EXASOL has sole control of the defence and all related settlement negotiations. Customer may be represented by separate counsel at its own expense. EXASOL's obligations under this Section are conditioned on Customer's agreement that if the Software, or the use or operation thereof, becomes, or in EXASOL's opinion is likely to become, the subject of such a claim, EXASOL may at its expense, including reasonable attorney’s feeseither procure the right for Customer to continue using the Software or, at EXASOL's sole option, replace or modify the same so that You incur as a result of any claims, actions, it becomes non-infringing (provided such replacement or demands by a third party alleging that Your licensed modification does not materially adversely affect Customer's intended use of the Software infringes on a U.S. patent, copyright, or trademark, provided that: a. AGI is notified in writing within fifteen (15) business days of such claim; b. You provide AGI with documents describing the allegations of infringement; c. AGI has the sole control of defense of any action and negotiation related to the defense or settlement of any claim; and d. You reasonably cooperate as contemplated in the defense of the claim at XXX’s request and expense. 5.2 If the Software, or any part thereof, is found to infringe a U.S. patent, copyright, or trademark of another, AGI shall, at its sole option and at its own expense, either: (i) obtain for You the right to continue using such Software or part thereof, or (ii) modify the allegedly infringing elements of such Software while maintaining substantially similar functionalityDocumentation). If neither alternative of the foregoing alternatives is available on terms which are commercially reasonableacceptable in EXASOL's reasonable judgment, the license shall terminate, and You shall uninstall and Customer will return the infringing Software to AGI. AGI’s entire liability shall then be to indemnify You pursuant to Section 5.1 Product on written request by EXASOL and EXASOL will credit or (at Customer's option) refund to You Customer, all upfront licence fees paid for such Product during the amounts actually paid by You one (1) year period immediately prior to AGI for the affected Software such infringement claim, less depreciation for beneficial use determined on a straight-straight line basis over a an assumed five year useful life. 5.3 AGI . Neither EXASOL nor any of its Related Undertakings shall have no obligation to indemnify You or to pay liability for, and Customer shall indemnify, defend and hold EXASOL and its Related Undertakings harmless from, any resultant costs, damages, or attorneys’ fees for any claims or demands alleging direct or contributory infringement to the extent arising out of claim based upon (i) the operationcombination, combination operation or integration use of the Software Products with other softwareequipment, a product, hardware, system software or process data not supplied or expressly approved in writing by AGI EXASOL, if such claim would have been avoided by use of other equipment, software or specified by AGI in its documentation; data, (ii) alteration the use of any version of the Software by someone Products other than AGIa current, unaltered release, if such infringement would have been avoided by the use of a current, unaltered release; or (iii) use a modification of the Software after modifications have been provided Products that is not done or expressly authorized in writing by AGI for avoiding infringement; or use after a return is ordered by AGI under Section 5.2. 5.4 AGI’S OBLIGATIONS UNDER THIS SECTION 5 ARE SOLELY FOR INFRINGEMENT DAMAGES AND COSTS AWARDED AGAINST YOUEXASOL. IN NO EVENT SHALL ANY OTHER LIABILITY OF AGI TO YOU EXCEED THE AGGREGATE AMOUNT OF THE APPLICABLE LICENSE FEE RECEIVED BY AGI FOR THE ALLEGEDLY INFRINGING SOFTWARE, OR ANY PART THEREOF. YOU AGREE THAT THE FOREGOING STATES YOUR EXCLUSIVE THE ENTIRE REMEDY OF CUSTOMER AND ITS RELATED UNDERTAKINGS THE SOLE OBLIGATION OF EXASOL AND ITS RELATED UNDERTAKINGS WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATIONCLAIMS.

Infringement Indemnification. 5.1 AGI If a claim is made or an action brought that the Software infringes a patent, or any copyright or trade secret, EXASOL will indemnify You from the Customer and against any lossits Related Undertakings in respect of such claim and resulting costs, liabilitydamages and reasonable attorneys' fees finally awarded or agreed to in settlement, cost provided that (a) Customer promptly notifies EXASOL in writing of the claim, and (b) EXASOL has sole control of the defense and all related settlement negotiations. Customer may be represented by separate counsel at its own expense. EXASOL's obligations under this Section are conditioned on Customer's agreement that if the Software, or the use or operation thereof, becomes, or in EXASOL's opinion is likely to become, the subject of such a claim, EXASOL may at its expense, including reasonable attorney’s feeseither procure the right for Customer to continue using the Software or, at EXASOL's sole option, replace or modify the same so that You incur as a result of any claims, actions, it becomes non-infringing (provided such replacement or demands by a third party alleging that Your licensed modification does not materially adversely affect Customer's intended use of the Software infringes on a U.S. patent, copyright, or trademark, provided that: a. AGI is notified in writing within fifteen (15) business days of such claim; b. You provide AGI with documents describing the allegations of infringement; c. AGI has the sole control of defense of any action and negotiation related to the defense or settlement of any claim; and d. You reasonably cooperate as contemplated in the defense of the claim at XXX’s request and expense. 5.2 If the Software, or any part thereof, is found to infringe a U.S. patent, copyright, or trademark of another, AGI shall, at its sole option and at its own expense, either: (i) obtain for You the right to continue using such Software or part thereof, or (ii) modify the allegedly infringing elements of such Software while maintaining substantially similar functionalityDocumentation). If neither alternative of the foregoing alternatives is available on terms which are commercially reasonableacceptable in EXASOL's reasonable judgment, the license shall terminate, and You shall uninstall and Customer will return the infringing Software to AGI. AGI’s entire liability shall then be to indemnify You pursuant to Section 5.1 Product on written request by EXASOL and EXASOL will credit or (at Customer's option) refund to You Customer, all upfront licence fees paid for such Product during the amounts actually paid by You one (1) year period immediately prior to AGI for the affected Software such infringement claim, less depreciation for beneficial use determined on a straight-straight line basis over a an assumed five year useful life. 5.3 AGI . Neither EXASOL nor any of its Related Undertakings shall have no obligation to indemnify You or to pay liability for, and Customer shall indemnify, defend and hold EXASOL and its Related Undertakings harmless from, any resultant costs, damages, or attorneys’ fees for any claims or demands alleging direct or contributory infringement to the extent arising out of claim based upon (i) the operationcombination, combination operation or integration use of the Software Products with other softwareequipment, a product, hardware, system software or process data not supplied or expressly approved in writing by AGI EXASOL, if such claim would have been avoided by use of other equipment, software or specified by AGI in its documentation; data, (ii) alteration the use of any version of the Software by someone Products other than AGIa current, unaltered release, if such infringement would have been avoided by the use of a current, unaltered release; or (iii) use a modification of the Software after modifications have been provided Products that is not done or expressly authorized in writing by AGI for avoiding infringement; or use after a return is ordered by AGI under Section 5.2. 5.4 AGI’S OBLIGATIONS UNDER THIS SECTION 5 ARE SOLELY FOR INFRINGEMENT DAMAGES AND COSTS AWARDED AGAINST YOUEXASOL. IN NO EVENT SHALL ANY OTHER LIABILITY OF AGI TO YOU EXCEED THE AGGREGATE AMOUNT OF THE APPLICABLE LICENSE FEE RECEIVED BY AGI FOR THE ALLEGEDLY INFRINGING SOFTWARE, OR ANY PART THEREOF. YOU AGREE THAT THE FOREGOING STATES YOUR EXCLUSIVE THE ENTIRE REMEDY OF CUSTOMER AND ITS RELATED UNDERTAKINGS THE SOLE OBLIGATION OF EXASOL AND ITS RELATED UNDERTAKINGS WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATIONCLAIMS.

Infringement Indemnification. 5.1 AGI will indemnify shall defend, indemnify, and hold You harmless from and against any loss, liability, cost or expense, including reasonable attorney’s fees, that You incur as a result of any claims, actions, or demands by a third party alleging that Your licensed use of the Software infringes on a U.S. patent, copyright, or trademark, provided that: a. AGI is notified in writing within fifteen (15) business days of such claim; b. You provide AGI with documents describing the allegations of infringement; c. AGI has the sole control of defense of any action and negotiation related to the defense or settlement of any claim; and d. You reasonably cooperate in the defense of the claim at XXXAGI’s request and expense. 5.2 If the Software, or any part thereof, is found to infringe a U.S. patent, copyright, or trademark of another, AGI shall, at its sole option and at its own expense, either: (i) obtain for You the right to continue using such Software or part thereof, or (ii) modify the allegedly infringing elements of such Software while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and You shall uninstall and return the infringing Software to AGI. AGI’s entire liability shall then be to indemnify You pursuant to Section 5.1 and refund to You the amounts actually paid by You to AGI for the affected Software less depreciation for beneficial use determined on a straight-line basis over a five year useful life. 5.3 AGI shall will have no obligation to indemnify defend You or to pay any resultant costs, damages, or attorneys’ fees for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the operation, combination or integration of the Software with other software, a product, hardware, system or process not supplied by AGI or specified by AGI in its documentation; (ii) alteration of the Software by someone other than AGI; or (iii) use of the Software after modifications have been provided by AGI for avoiding infringement; or use after a return is ordered by AGI under Section 5.2. 5.4 AGI’S OBLIGATIONS UNDER THIS SECTION 5 ARE SOLELY FOR INFRINGEMENT DAMAGES AND COSTS AWARDED AGAINST YOU. IN NO EVENT SHALL ANY OTHER LIABILITY OF AGI TO YOU EXCEED THE AGGREGATE AMOUNT OF THE APPLICABLE LICENSE FEE RECEIVED BY AGI FOR THE ALLEGEDLY INFRINGING SOFTWARE, OR ANY PART THEREOF. YOU AGREE THAT THE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION.

Infringement Indemnification. 5.1 AGI will shall indemnify You from and against any loss, liability, cost or expense, including reasonable attorney’s fees, that You incur as a result of any claims, actions, or demands by a third party alleging that Your licensed use of the Software infringes on a U.S. patent, copyright, or trademark, provided that: a. AGI is notified in writing within fifteen (15) business days of such claim; b. You provide AGI with documents describing the allegations of infringement; c. AGI has the sole control of defense of any action and negotiation related to the defense or settlement of any claim; and d. You reasonably cooperate in the defense of the claim at XXXAGI’s request and expense. 5.2 If the Software, or any part thereof, is found to infringe a U.S. patent, copyright, or trademark of another, AGI shall, at its sole option and at its own expense, either: (i) obtain for You the right to continue using such Software or part thereof, or (ii) modify the allegedly infringing elements of such Software while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and You shall uninstall and return the infringing Software to AGI. AGI’s entire liability shall then be to indemnify You pursuant to Section 5.1 and refund to You the amounts actually paid by You to AGI for the affected Software less depreciation for beneficial use determined on a straight-line basis over a five year useful life. 5.3 AGI shall have no obligation to indemnify You or to pay any resultant costs, damages, or attorneys’ fees you for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the operation, combination or integration of the Software with other software, a product, hardware, system or process not supplied by AGI or specified by AGI in its documentationDocumentation; (ii) alteration of the Software by someone other than AGI; or (iii) use of the Software after modifications have been provided by AGI for avoiding infringement; or use after a return is ordered by AGI under Section 5.2. 5.4 AGI’S OBLIGATIONS UNDER THIS SECTION 5 ARE SOLELY FOR INFRINGEMENT DAMAGES AND COSTS AWARDED AGAINST YOU. IN NO EVENT SHALL ANY OTHER LIABILITY OF AGI TO YOU EXCEED THE AGGREGATE AMOUNT OF THE APPLICABLE LICENSE FEE RECEIVED BY AGI FOR THE ALLEGEDLY INFRINGING SOFTWARE, OR ANY PART THEREOF. YOU AGREE THAT THE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION.

Infringement Indemnification. 5.1 AGI will shall indemnify You from and against any loss, liability, cost or expense, including reasonable attorney’s fees, that You incur as a result of any claims, actions, or demands by a third party alleging that Your licensed use of the Software infringes on a U.S. patent, copyright, or trademark, provided that: a. AGI is notified in writing within fifteen (15) business days of such claim; b. You provide AGI with documents describing the allegations of infringement; c. AGI has the sole control of defense of any action and negotiation related to the defense or settlement of any claim; and d. You reasonably cooperate in the defense of the claim at XXXAGI’s request and expense. 5.2 . If the Software, or any part thereof, is found to infringe a U.S. patent, copyright, or trademark of another, AGI shall, at its sole option and at its own expense, either: (i) obtain for You the right to continue using such Software or part thereof, or (ii) modify the allegedly infringing elements of such Software while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and You shall uninstall and return the infringing Software to AGI. AGI’s entire liability shall then be to indemnify You pursuant to Section 5.1 and refund to You the amounts actually paid by You to AGI for the affected Software less depreciation for beneficial use determined on a straight-line basis over a five year useful life. 5.3 this section. AGI shall have no obligation to indemnify You or to pay any resultant costs, damages, or attorneys’ fees you for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the operation, combination or integration of the Software with other software, a product, hardware, system or process not supplied by AGI or specified by AGI in its documentationDocumentation; (ii) alteration of the Software by someone other than AGI; or (iii) use of the Software after modifications have been provided by AGI for avoiding infringement; or use after a return is ordered by AGI under Section 5.2. 5.4 this Section. AGI’S OBLIGATIONS UNDER THIS SECTION 5 ARE SOLELY FOR INFRINGEMENT DAMAGES AND COSTS AWARDED AGAINST YOU. IN NO EVENT SHALL ANY OTHER LIABILITY OF AGI TO YOU EXCEED THE AGGREGATE AMOUNT OF THE APPLICABLE LICENSE FEE RECEIVED BY AGI FAIR MARKET VALUE OF THE SOFTWARE FOR THE ALLEGEDLY INFRINGING SOFTWARE, OR ANY PART THEREOF. YOU AGREE THAT THE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION.

Infringement Indemnification. 5.1 AGI will indemnify shall defend, indemnify, and hold You harmless from and against any loss, liability, cost or expense, including reasonable attorney’s fees, that You incur as a result of any claims, actions, or demands by a third party alleging that Your licensed use of the Software infringes on a U.S. patent, copyright, or trademark, provided that: a. AGI is notified in writing within fifteen (15) business days of such claim; b. You provide AGI with documents describing the allegations of infringement; c. AGI has the sole control of defense of any action and negotiation related to the defense or settlement of any claim; and d. You reasonably cooperate in the defense of the claim at XXX’s request and expense. 5.2 If the Software, or any part thereof, is found to infringe a U.S. patent, copyright, or trademark of another, AGI shall, at its sole option and at its own expense, either: (i) obtain for You the right to continue using such Software or part thereof, or (ii) modify the allegedly infringing elements of such Software while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and You shall uninstall and return the infringing Software to AGI. AGI’s entire liability shall then be to indemnify You pursuant to Section 5.1 and refund to You the amounts actually paid by You to AGI for the affected Software less depreciation for beneficial use determined on a straight-line basis over a five year useful life. 5.3 AGI shall will have no obligation to indemnify defend You or to pay any resultant costs, damages, or attorneys’ fees for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the operation, combination or integration of the Software with other software, a product, hardware, system or process not supplied by AGI or specified by AGI in its documentation; (ii) alteration of the Software by someone other than AGI; or (iii) use of the Software after modifications have been provided by AGI for avoiding infringement; or use after a return is ordered by AGI under Section 5.2. 5.4 AGI’S OBLIGATIONS UNDER THIS SECTION 5 ARE SOLELY FOR INFRINGEMENT DAMAGES AND COSTS AWARDED AGAINST YOU. IN NO EVENT SHALL ANY OTHER LIABILITY OF AGI TO YOU EXCEED THE AGGREGATE AMOUNT OF THE APPLICABLE LICENSE FEE RECEIVED BY AGI FOR THE ALLEGEDLY INFRINGING SOFTWARE, OR ANY PART THEREOF. YOU AGREE THAT THE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION.

Infringement Indemnification. 5.1 AGI will indemnify shall defend, indemnify, and hold You harmless from and against any loss, liability, cost or expense, including reasonable attorney’s fees, that You incur as a result of any claims, actions, or demands by a third party alleging that Your licensed use of the Software infringes on a U.S. patent, copyright, or trademark, provided that: a. AGI is notified in writing within fifteen (15) business days of such claim; b. You provide AGI with documents describing the allegations of infringement; c. AGI has the sole control of defense of any action and negotiation related to the defense or settlement of any claim; and d. c. You reasonably cooperate in the defense of the claim at XXXAGI’s request and expense. d. The preceding does not undermine the Department of Justice’s authority under 28 U.S.C. § 516 to defend the Government and to have sole control of the litigation. AGI has the right to intervene in the proceedings at its own expense through counsel of its choice. 5.2 If the Software, or any part thereof, is found to infringe a U.S. patent, copyright, or trademark of another, AGI shall, at its sole option and at its own expense, either: (i) obtain for You the right to continue using such Software or part thereof, or (ii) modify the allegedly infringing elements of such Software while maintaining substantially similar functionality. If neither alternative is commercially reasonable, AGI and Contracting Officer shall work together to terminate the license shall terminate, and You shall uninstall and return the infringing Software to AGIAgreement in accordance with FAR requirements. AGI’s entire liability shall then be to indemnify You pursuant to Section 5.1 and refund to You the amounts actually paid by You to AGI for the affected Software less depreciation for beneficial use determined on a straight-line basis over a five year useful life. 5.3 AGI shall will have no obligation to indemnify defend You or to pay any resultant costs, damages, or attorneys’ fees for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the operation, combination or integration of the Software with other software, a product, hardware, system or process not supplied by AGI or specified by AGI in its documentation; (ii) alteration of the Software by someone other than AGI; or (iii) use of the Software after modifications have been provided by AGI for avoiding infringement; or use after a return is ordered by AGI under Section 5.2. 5.4 AGI’S OBLIGATIONS UNDER THIS SECTION 5 ARE SOLELY FOR INFRINGEMENT DAMAGES AND COSTS AWARDED AGAINST YOU. IN NO EVENT SHALL ANY OTHER LIABILITY OF AGI TO YOU EXCEED THE AGGREGATE AMOUNT OF THE APPLICABLE LICENSE FEE RECEIVED BY AGI FOR THE ALLEGEDLY INFRINGING SOFTWARE, OR ANY PART THEREOF. YOU AGREE THAT THE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION.

Infringement Indemnification. 5.1 AGI will shall indemnify You from and against any loss, liability, cost or expense, including reasonable attorney’s fees, that You incur as a result of any claims, actions, or demands by a third party alleging that Your licensed use of the Software infringes on a U.S. patent, copyright, or trademark, provided that: a. AGI is notified in writing within fifteen (15) business days of such claim; b. You provide AGI with documents describing the allegations of infringement; c. AGI has the sole control of defense of any action and negotiation related to the defense or settlement of any claim; and d. You reasonably cooperate in the defense of the claim at XXX’s request and expense. 5.2 If the Software, or any part thereof, is found to infringe a U.S. patent, copyright, or trademark of another, AGI shall, at its sole option and at its own expense, either: (i) obtain for You the right to continue using such Software or part thereof, or (ii) modify the allegedly infringing elements of such Software while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and You shall uninstall and return the infringing Software to AGI. AGI’s entire liability shall then be to indemnify You pursuant to Section 5.1 and refund to You the amounts actually paid by You to AGI for the affected Software less depreciation for beneficial use determined on a straight-line basis over a five year useful life. 5.3 AGI shall have no obligation to indemnify You or to pay any resultant costs, damages, or attorneys’ fees you for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the operation, combination or integration of the Software with other software, a product, hardware, system or process not supplied by AGI or specified by AGI in its documentationDocumentation; (ii) alteration of the Software by someone other than AGI; or (iii) use of the Software after modifications have been provided by AGI for avoiding infringement; or use after a return is ordered by AGI under Section 5.2. 5.4 AGI’S OBLIGATIONS UNDER THIS SECTION 5 ARE SOLELY FOR INFRINGEMENT DAMAGES AND COSTS AWARDED AGAINST YOU. IN NO EVENT SHALL ANY OTHER LIABILITY OF AGI TO YOU EXCEED THE AGGREGATE AMOUNT OF THE APPLICABLE LICENSE FEE RECEIVED BY AGI FOR THE ALLEGEDLY INFRINGING SOFTWARE, OR ANY PART THEREOF. YOU AGREE THAT THE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION.

Infringement Indemnification. 5.1 AGI will indemnify shall defend, indemnify, and hold You harmless from and against any loss, liability, cost or expense, including reasonable attorney’s fees, that You incur as a result of any claims, actions, or demands by a third party alleging that Your licensed use of the Software infringes on a U.S. patent, copyright, or trademark, provided that: a. AGI is notified in writing within fifteen (15) business days of such claim; b. You provide AGI with documents describing the allegations of infringement; c. AGI has the sole control of defense of any action and negotiation related to the defense or settlement of any claim; and d. You reasonably cooperate in the defense of the claim at XXXAGI’s request and expense. 5.2 If the Software, or any part thereof, is found to infringe a U.S. patent, copyright, or trademark of another, AGI shall, at its sole option and at its own expense, either: (i) obtain for You the right to continue using such Software or part thereof, or (ii) modify the allegedly infringing elements of such Software while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and You shall uninstall and return the infringing Software to AGI. AGI’s entire liability shall then be to indemnify You pursuant to Section 5.1 and refund to You the amounts actually paid by You to AGI for the affected Software less depreciation for beneficial use determined on a straight-line basis over a five year useful life. 5.3 AGI shall will have no obligation to indemnify defend You or to pay any resultant costs, damages, or attorneys’ fees for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the operation, combination or integration of the Software with other software, a product, hardware, system or process not supplied by AGI or specified by AGI in its documentationDocumentation; (ii) alteration of the Software by someone other than AGI; or (iii) use of the Software after modifications have been provided by AGI for avoiding infringement; or use after a return is ordered by AGI under Section 5.2. 5.4 AGI’S OBLIGATIONS UNDER THIS SECTION 5 ARE SOLELY FOR INFRINGEMENT DAMAGES AND COSTS AWARDED AGAINST YOU. IN NO EVENT SHALL ANY OTHER LIABILITY OF AGI TO YOU EXCEED THE AGGREGATE AMOUNT OF THE APPLICABLE LICENSE FEE RECEIVED BY AGI FOR THE ALLEGEDLY INFRINGING SOFTWARE, OR ANY PART THEREOF. YOU AGREE THAT THE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION.

Infringement Indemnification. 5.1 AGI will COMSPOC shall indemnify You from and against any loss, liability, cost or expense, including reasonable attorney’s fees, that You incur as a result of any claims, actions, or demands by a third party alleging that Your licensed use of the Software infringes on a U.S. patent, copyright, or trademark, provided that: a. AGI COMSPOC is notified in writing within fifteen (15) business days of such claim; b. You provide AGI COMSPOC with documents describing the allegations of infringement; c. AGI COMSPOC has the sole control of defense of any action and negotiation related to the defense or settlement of any claim; and d. You reasonably cooperate in the defense of the claim at XXXCOMSPOC’s request and expense. 5.2 If the Software, or any part thereof, is found to infringe a U.S. patent, copyright, or trademark of another, AGI COMSPOC shall, at its sole option and at its own expense, either: (i) obtain for You the right to continue using such Software or part thereof, or (ii) modify the allegedly infringing elements of such Software while maintaining substantially similar functionality. If neither alternative is commercially reasonable, the license shall terminate, and You shall uninstall and return the infringing Software to AGICOMSPOC. AGICOMSPOC’s entire liability shall then be to indemnify You pursuant to Section 5.1 and refund to You the amounts actually paid by You to AGI COMSPOC for the affected Software less depreciation for beneficial use determined on a straight-line basis over a five five-year useful life. 5.3 AGI COMSPOC shall have no obligation to indemnify You or to pay any resultant costs, damages, or attorneys’ fees you for any claims or demands alleging direct or contributory infringement to the extent arising out of (i) the operation, combination or integration of the Software with other software, a product, hardware, system or process not supplied by AGI COMSPOC or specified by AGI COMSPOC in its documentationDocumentation; (ii) alteration of the Software by someone other than AGICOMSPOC; or (iii) use of the Software after modifications have been provided by AGI COMSPOC for avoiding infringement; or use after a return is ordered by AGI COMSPOC under Section 5.2. 5.4 AGICOMSPOC’S OBLIGATIONS UNDER THIS SECTION 5 ARE SOLELY FOR INFRINGEMENT DAMAGES AND COSTS AWARDED AGAINST YOU. IN NO EVENT SHALL ANY OTHER LIABILITY OF AGI COMSPOC TO YOU EXCEED THE AGGREGATE AMOUNT OF THE APPLICABLE LICENSE FEE RECEIVED BY AGI COMSPOC FOR THE ALLEGEDLY INFRINGING SOFTWARE, OR ANY PART THEREOF. YOU AGREE THAT THE FOREGOING STATES YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT OR TRADE SECRET MISAPPROPRIATION.