Common use of Infringement Indemnity Clause in Contracts

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend (a) HEALTHeLINK shall indemnify and hold Subscriber harmless from Participant and defend any action brought against the same with respect to any and all liabilitiesthird-party claim, damagesdemand or cause of action, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from to the extent that it is based upon a third party claim that the Services HIE or ApplicationServices, as delivered provided by Ricoh HEALTHeLINK and used within the scope of this Agreement, infringe infringes or violates any existing domestic United States patent, copyright copyright, trade secret or trademarkother proprietary rights of a third party, but only if, provided that the Participant: (i) Subscriber notifies Ricoh in writing HEALTHeLINK within thirty (30) two business days of any such receiving written notification of the claim, ; (ii) Ricoh shall have full grants HEALTHeLINK sole control of the defense and all related settlement negotiations, of the claim; and (iii) Subscriber shall provide Ricoh provides HEALTHeLINK, at Participant’s expense, with all assistance, information and authority necessary reasonably required for the defense and settlement of the claim. (b) Participant shall indemnify and hold harmless HEALTHeLINK and defend any action brought against the same with respect to perform any third-party claim, demand or cause of action, to the above. Notwithstanding the foregoingextent that it is based upon a claim that Participant’s hardware or software infringes or violates any United States patent, Ricoh shall have no indemnity obligation for any claim relating to copyright, trade secret or other proprietary rights of a third party, provided that HEALTHeLINK: (i) any software notifies Participant within two business days of third parties, including without limitation, any embedded open source or similar software, receiving written notification of the claim; (ii) grants Participant sole control of the defense and settlement of the claim; and (iii) provides Participant, at HEALTHeLINK’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. (c) HEALTHeLINK will have no liability for any modifications infringement or misappropriation claim of any kind to the extent it results from: (i) modification of any HIE product or any Services or Application made by any entity party other than RicohHEALTHeLINK, if such a claim would have been avoided if the HIE or Services were not so modified; (iiiii) combination the combination, operation or use of the HIE or Services with software, equipment or Application with other productsdevices not supplied by HEALTHeLINK, if such a claim would have been avoided if the HIE or Services were not used in such combination; (iii) Participant’s failure to use updated or modified HIE or Services provided by HEALTHeLINK to avoid a claim; or (iv) use HEALTHeLINK’s compliance with designs, plans or specifications furnished by or on behalf of an outdated version Participant. (d) The foregoing provisions of this Section 15.1 set forth the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do soparties’ respective sole and exclusive obligations, and at its optionsole and exclusive remedies, Ricoh will either obtain the right for Subscriber with respect to use the Services infringement or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return misappropriation of intellectual property rights of any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWkind.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend Sensus shall indemnify and hold Subscriber harmless Customer from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred judgment by Subscriber arising a court of competent jurisdiction or settlement reached from any litigation instituted against Customer in the United States by a third party claim which alleges that the Services FlexNet System provided hereunder infringes upon the patents or Applicationcopyrights of such third party, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh provided that Sensus shall have full the right to select counsel in such proceedings and control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the abovesuch proceedings. Notwithstanding the foregoing, Ricoh Sensus shall have no liability under this indemnity obligation for unless Customer cooperates with and assists Sensus in any such proceedings and gives Xxxxxx written notice of any claim relating to hereunder within fourteen (14) days of receiving it. Further, Sensus shall have no liability hereunder if such claim is related to; (i) any software of change, modification or alteration made to the FlexNet System by Customer or a third parties, including without limitation, any embedded open source or similar softwareparty, (ii) use of the FlexNet System in combination with any modifications to the Services goods or Application made services not provided by any entity other than RicohSensus hereunder, (iii) combination or Customer’s failure to use the most recent version of the Services Software or Application with other productsto otherwise take any corrective action as reasonably directed by Xxxxxx, (iv) use of compliance by Sensus with any designs, specifications or instructions provided by Customer or compliance by Sensus with an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeindustry standard, or (v) any addition, change or modification use of the functionality of FlexNet System other than for the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityPermitted Use. In the event the FlexNet System is adjudicated to infringe a patent or copyright of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus, the FlexNet System is likely to become the subject of an infringement claim, if it is commercially reasonable to do soSensus, and at its optionsole discretion and expense, Ricoh will either obtain may; (i) procure for Customer the right for Subscriber to use continue using the Services FlexNet System or will (ii) modify or replace the Services to make them FlexNet System so that it becomes non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES REMEDY AND SENSUS’ ENTIRE LIABILITY FOR RICOH’S BREACH ANY CLAIM OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWINFRINGEMENT.

Infringement Indemnity. Except as specifically provided below, Ricoh 13.1 HID will indemnify, defend and hold Subscriber harmless Licensee from and against any claim brought by a third party against Licensee to the extent such claim alleges that the CF directly infringes any intellectual property rights of such third party (“Claim”), and will pay all liabilitiescosts, damages, costs damages and expenses (including reasonable attorneys legal fees) incurred finally awarded against any Licensee by Subscriber a court of competent jurisdiction or agreed to in a written settlement agreement signed by HID arising from a third party claim out of such Claim; provided that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, Licensee: (i) Subscriber notifies Ricoh in writing within thirty (30) days gives HID prompt written notice upon learning of any such claim, a Claim or potential Claim; (ii) Ricoh shall have full allows HID to assume sole control of the defense of such Claim and all related settlement negotiations, ; and (iii) Subscriber shall provide Ricoh reasonably cooperates with HID, at HID’s request and expense, in the defense or settlement of the Claim, including the provision of all assistance, information and authority necessary to perform the abovereasonably requested by HID. Notwithstanding the foregoing, Ricoh HID shall have no indemnity obligation liability for any claim relating of infringement based in whole or in part on (a) the use of a superseded or altered version of the CF to the extent that the infringement would have been avoided by the use of a current unaltered release of the Software provided by HID or its affiliates to the Licensee, (b) the modification of the CF by anyone other than HID or its authorized agents to the extent that the infringement would have been avoided but for such modification, (c) the use of the CF other than in accordance with this Agreement, or (d) the combination of the CF with other materials not provided by HID, where the combination causes the infringement and not the CF standing alone. 13.2 If the CF, or any material portion thereof, is held by a court of competent jurisdiction to infringe, or if HID believes that the CF may be subject to a Claim or held to infringe, HID shall, in its discretion and at its expense (i) any software of third parties, including without limitation, any embedded open source replace or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services CF so as to make them be non-infringing, and failing these options, Ricoh may terminate provided that the replacement CF provides substantially similar functionality; (ii) obtain for Licensee a license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.to continue using the CF; or

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend and hold Subscriber harmless (a) Provider shall indemnify Customer from and against any and all liabilitiesclaim, damagessuit, costs and expenses (including reasonable attorneys fees) incurred action, or proceeding brought against Customer by Subscriber arising from a third party claim to the extent it is based on an allegation that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe Software directly infringes any existing domestic patent, copyright or copyright, trademark, but only ifor other proprietary right enforceable in the country in which Provider has authorized Customer to use the Software, including the country to which the Software is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Indemnification for a Claim shall exclusively consist of the following: Provider shall (1) defend or settle the Claim at its own expense, (2) pay any judgments finally awarded against Customer under a Claim or any amounts assessed against Customer in any settlements of a Claim, and (3) reimburse Customer for the reasonable administrative costs or expenses, including without limitation reasonable attorneys’ fees, it necessarily incurs in responding to the Claim. Provider’s obligations under this Infringement Indemnity Section are conditioned upon Customer (i) Subscriber notifies Ricoh in writing within thirty (30) days giving prompt written notice of any such claimthe Claim to Provider, (ii) Ricoh shall have full permitting Provider to retain sole control of the investigation, defense and all related or settlement negotiationsof the Claim as long as such settlement shall not include a financial obligation on or admission of liability by Customer, and (iii) Subscriber shall provide Ricoh providing Provider with assistance, information cooperation and authority necessary to perform assistance as Provider may reasonably request in connection with the above. Notwithstanding the foregoing, Ricoh Claim. (b) Provider shall have no indemnity obligation for hereunder to indemnify Customer as described under section (a) above against any claim relating to Claim resulting from (i1) any software Use of third partiesthe Software other than as authorized by this Agreement, including without limitationa Signed Order, any embedded open source or similar softwarea Governing Quotation, (ii2) any modifications to a modification of the Services or Application made by any entity Software other than Ricohby Provider, (iii3) combination or use Customer’s Use of any release of the Services Software after Provider has provided a non-infringing update at no charge, or Application (4) Use of the Software in conjunction with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeservices, or (v) any addition, change or modification of data not supplied by Provider if the functionality of the Services or Application made at Subscriber’s request, if such claim infringement would not have arisen occurred but for such functionality. In use. (c) If, as a result of a Claim or an injunction, Customer must stop using any Software (“Infringing Software”), Provider shall at its expense and option either (1) obtain for Customer the event of an infringement claimright to continue using the Infringing Software, if (2) replace the Infringing Software with a functionally equivalent non-infringing product, (3) modify the Infringing Software so that it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may or (4) terminate the License for the Infringing Software and (A) for On-Premises Software, accept the return of the Infringing Software and refund the license fee paid for the Infringing Software, pro-rated over a sixty (60) month period from the date of initial delivery of such Software following an Order, or (B) for SaaS Software, discontinue Customer’s right to access and Subscriber will return use the Infringing Software and refund the unused pro-rated portion of any Ancillary license fees pre-paid by Customer for such Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWThis Section states Provider’s entire liability and its sole and exclusive indemnification obligations with respect to a Claim and Infringing Software.

Infringement Indemnity. Except as specifically provided belowVERITAS, Ricoh at its sole expense, will indemnifydefend any action brought against IMG, defend any IMG Distributors, or their End User customers ("Indemnified Parties") to the extent based on a claim that any Software Product or Documentation infringes any patent, copyright, trade secret, or other intellectual property right. VERITAS will pay any award against the Indemnified Parties, or settlement entered into on the Indemnified Parties' behalf, and will indemnify and hold Subscriber IMG harmless from against all liability, costs, expenses, and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) direct damages suffered or incurred by Subscriber arising from a third party IMG, based on such infringement or claim thereof, provided however that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh IMG shall notify VERITAS promptly in writing within thirty (30) days of any such the claim, shall provide reasonable assistance (iiat VERITAS' expense) Ricoh in connection with the defense and/or settlement thereof, and shall have full permit VERITAS to control the defense and/or settlement thereof. Any settlement which restricts any of IMG's rights, licenses, or activities, or requires the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject to IMG's prior written approval, which approval shall not be unreasonably withheld. IMG shall be entitled to retain, at its expense so long as VERITAS performs its obligations pursuant to this section, counsel to participate in the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the aboveof any claim. Notwithstanding the foregoing, Ricoh VERITAS shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications liability to the Services or Application made extent the alleged infringement is caused by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality Software Products or Documentation other than by VERITAS, or by combination of the Services Software Products or Application made at Subscriber’s requestDocumentation with IMG products or other non-VERITAS programs, if such claim where the unmodified Software Products or Documentation alone would not have arisen but for such functionalitygiven rise to the claim. In the event of an infringement claim, if it is commercially reasonable case any such excluded claim IMG shall defend and indemnify VERITAS to do sothe same extent, and at its optionsubject to the same conditions, Ricoh will either obtain as provided herein. The foregoing states the right exclusive remedy of VERITAS and the sole liability of IMG for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWintellectual property infringement.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.

Infringement Indemnity. Except as specifically provided below14.1 As to any of the Products manufactured or supplied to a design or specification furnished by Buyer. Buyer shall indemnify and save harmless Seller, Ricoh will indemnifyits subsidiaries, defend affiliates, controlling persons and hold Subscriber harmless successors from any claim, suit, demand, loss, damage, liability and against any and all liabilities, damages, costs and expenses expense (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim alleging that the Services same in and of itself infringes any United States or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic foreign patent, copyright or copyright, trademark, but only ifsemiconductor ship product mask work right or any other proprietary right, except that the design or specification shall be deemed to be not furnished by Buyer if the subject matter giving rise to the claim of infringement either (ia) Subscriber notifies Ricoh was derived from, or selected by, the Seller, or (b) relates to materials, compositions, alloys or processes relating thereto. As to any of the Products manufactured or supplied other than to a design or specification furnished by Buyer, Seller shall indemnify and save harmless Buyer and its 11 successors from any claim, suit, cause of action, demand, loss, damage, liability and expense (including reasonable attorneys fees) alleging that any use or resale of the same in writing within thirty and of itself infringes, or constitutes inducement to infringe, any United States or foreign patent, copyright, trademark, semiconductor chip product mask work right or any other proprietary right, except that the design or specification shall be deemed to be not furnished by Buyer if the subject matter giving rise to the claim of infringement either (30a) days was derived from, or selected by, the Seller, or (b) relates to materials, compositions, alloys or processes relating thereto. 14.2 Upon the making of any claim indemnified hereunder, the commencement of any suit or action having basis in such claim, (ii) Ricoh or a belief that such a claim is likely or imminent, the party against whom such claim is made, or suit or action commenced, shall promptly notify the other in writing, and the party required to assume liability therefor under the foregoing provisions shall promptly assume and diligently conduct the entire defense thereof, at its own cost and expense; provided, that the party not required to assume liability shall have full control of the defense and all related settlement negotiationsright, and (iii) Subscriber shall provide Ricoh with assistanceinsofar as its interests are affected, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, its sole election and at its optionown cost and expense, Ricoh will either obtain to request the right for Subscriber court to use permit it to intervene in any such suit or action or to cooperate in the Services defense thereof with the party required to assume liability, without releasing any obligation, liability or will modify undertaking of the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWlatter party.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend (a) HealtheConnections shall indemnify and hold Subscriber harmless from Participant and defend any action brought against the same with respect to any and all liabilitiesthird-party claim, damagesdemand or cause of action, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from to the extent that it is based upon a third party claim that the Services HIE or ApplicationServices, as delivered provided by Ricoh HealtheConnections and used within the scope of this Agreement, infringe infringes or violates any existing domestic United States patent, copyright copyright, trade secret or trademarkother proprietary rights of a third party, but only if, provided that the Participant: (i) Subscriber notifies Ricoh in writing HealtheConnections within thirty (30) five business days of any such receiving written notification of the claim, ; (ii) Ricoh shall have full grants HealtheConnections sole control of the defense and all related settlement negotiations, of the claim; and (iii) Subscriber shall provide Ricoh provides HealtheConnections, at Participant’s expense, with all assistance, information and authority necessary reasonably required for the defense and settlement of the claim. (b) Participant shall indemnify and hold harmless HealtheConnections and defend any action brought against the same with respect to perform any third-party claim, demand or cause of action, to the above. Notwithstanding the foregoingextent that it is based upon a claim that Participant’s hardware or software infringes or violates any United States patent, Ricoh shall have no indemnity obligation for any claim relating to copyright, trade secret or other proprietary rights of a third party, provided that HealtheConnections: (i) any software notifies Participant within five business days of third parties, including without limitation, any embedded open source or similar software, receiving written notification of the claim; (ii) grants Participant sole control of the defense and settlement of the claim; and (iii) provides Participant, at HealtheConnections’ expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. (c) HealtheConnections will have no liability for any modifications infringement or misappropriation claim of any kind to the extent it results from: (i) modification of any HIE product or any Services made by any party other than HealtheConnections, if such a claim would have been avoided if the Services or Application made by any entity other than Ricohthe HIE were not so modified; (ii) the combination, (iii) combination operation or use of the HIE or Services with software, equipment or devices not supplied by HealtheConnections, if such a claim would have been avoided if the Services or Application with other products, HIE were not used in such combination; (iii) Participant’s failure to use updated or modified HIE or Services provided by HealtheConnections to avoid a claim; or (iv) use HealtheConnections’ compliance with designs, plans or specifications furnished by or on behalf of an outdated version Participant. (d) The foregoing provisions of this Section 15.1 set forth the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do soparties’ sole and exclusive obligations, and at its optionsole and exclusive remedies, Ricoh will either obtain the right for Subscriber with respect to use the Services infringement or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return misappropriation of intellectual property rights of any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWkind.

Infringement Indemnity. Except 11.1 The Contractor will defend or settle at its expense a claim or suit brought by a third party against the City arising out of a claim asserting that the services, work, repair, materials or other deliverables (“deliverables” hereafter) provided by the Contractor under the Contract Documents (if any) infringes any U.S. copyright or any U.S. patent or misappropriates a trade secret. The Contractor will indemnify and hold harmless the City against and from damages, costs, and attorneys’ fees, if any and at all levels of trial and appeal or mediation or arbitration, finally awarded in such suit or the amount of the settlement thereof; provided that (i) the Contractor is promptly notified in writing of such claim or suit, (ii) the Contractor will have the sole control of the defense and settlement thereof, and (iii) City furnishes the Contractor, on reasonable request, information available to City for such defense. The City will not admit any such claim without prior consent of the Contractor. a. In the event of a claim of infringement, the Contractor shall, at its option: 1. procure for City the right to continue using the deliverables provided under the Contract Documents; or 2. replace or modify the deliverables so that the same becomes non-infringing but substantially equivalent in functionality and performance. 3. If neither of the above actions is reasonably feasible, the Contractor will refund to City the fee actually paid by City under the Contract Documents (as specifically amortized on a straight- line basis over the time in which the City was able to use the deliverables. b. The Contractor will have no obligation under this section for infringement if and to the extent that such claim arises from: 1. modification of the deliverables other than by the Contractor or by its recommendation; or 2. combination of the deliverables with products other than those supplied by the Contractor; and, 3. the alleged infringement or misappropriation relates to such modification or combination. c. The Contractor will also not have any indemnification obligation with respect to a claim: (i) if it has provided below, Ricoh will City with reasonable changes that would have avoided the problem and the reasonable changes are not fully implemented by City within a reasonable time or (ii) arising out use of the deliverables not in accordance with the Contract Documents. d. The Contractor’s obligation to indemnify, defend and hold Subscriber harmless from shall remain in effect and against any and all liabilitiesshall be binding upon the Contractor whether such injury or damage shall accrue, damagesor may be discovered, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services before or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright after termination or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control expiration of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWContract Documents.

Infringement Indemnity. Except 11.1 The Contractor will defend or settle at its expense a claim or suit brought by a third party against the City arising out of a claim asserting that the services, work, repair, materials or other deliverables (“deliverables” hereafter) provided by the Contractor under the Contract Documents (if any) infringes any U.S. copyright or any U.S. patent or misappropriates a trade secret. The Contractor will indemnify and hold harmless the City against and from damages, costs, and attorneys’ fees, if any and at all levels of trial and appeal or mediation or arbitration, finally awarded in such suit or the amount of the settlement thereof; provided that (i) the Contractor is promptly notified in writing of such claim or suit, (ii) the Contractor will have the sole control of the defense and settlement thereof, and (iii) City furnishes the Contractor, on reasonable request, information available to City for such defense. The City will not admit any such claim without prior consent of the Contractor. a. In the event of a claim of infringement, the Contractor shall, at its option: 1. procure for City the right to continue using the deliverables provided under the Contract Documents; or 2. replace or modify the deliverables so that the same becomes non-infringing but substantially equivalent in functionality and performance. 3. If neither of the above actions is reasonably feasible, the Contractor will refund to City the fee actually paid by City under the Contract Documents (as specifically amortized on a straight- line basis over the time in which the City was able to use the deliverables. b. The Contractor will have no obligation under this section for infringement if and to the extent that such claim arises from: 1. modification of the deliverables other than by the Contractor or by its recommendation; or 2. combination of the deliverables with products other than those supplied by the Contractor; 3. the alleged infringement or misappropriation relates to such modification or combination. c. The Contractor will also not have any indemnification obligation with respect to a claim: (i) if it has provided below, Ricoh will City with reasonable changes that would have avoided the problem and the reasonable changes are not fully implemented by City within a reasonable time or (ii) arising out use of the deliverables not in accordance with the Contract Documents. d. The Contractor’s obligation to indemnify, defend and hold Subscriber harmless from shall remain in effect and against any and all liabilitiesshall be binding upon the Contractor whether such injury or damage shall accrue, damagesor may be discovered, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services before or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright after termination or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control expiration of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWContract Documents.

Infringement Indemnity. Except as specifically provided below, Ricoh Arista will indemnify, defend and hold Subscriber harmless from and Customer against any and all liabilitiesclaim, damagesdemand, costs and expenses (including reasonable attorneys fees) incurred suit or proceeding brought against Customer by Subscriber arising from a third party claim that the Subscription Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, a United States copyright or trademark, but only if, an existing United States patent issued as of the commencement of the Subscription Services (ia “Claim”) Subscriber notifies Ricoh and pay any amounts finally awarded or agreed to in writing within thirty (30) days settlement of any such claimClaim. Arista’s obligation specified in this paragraph will be conditioned on Customer notifying Arista promptly in writing of the claim or threat thereof and giving Arista full and exclusive authority for, (ii) Ricoh shall have full control of and information for and assistance with, the defense and all related settlement negotiationsthereof. If such a Claim has occurred, or in Arista’s opinion is likely to occur, Customer agrees to permit Arista, at its option and expense, either to: (iiia) Subscriber shall provide Ricoh procure for Customer the right to continue using the Subscription Services; or (b) replace or modify the same so that the Subscription Services become non-infringing; or (c) if neither of the foregoing alternatives is reasonably practicable, immediately terminate Arista’s obligations and Customer’s rights under this Subscription Agreement with assistanceregard Subscription Services, information and authority necessary refund to perform Customer a prorated amount of the aboveunearned prepaid fees paid by Customer to Arista for the Subscription Services based on the remainder of the term left in the applicable Subscription Services term. Notwithstanding the foregoing, Ricoh shall have Arista has no indemnity indemnification obligation or other liability for any claim relating to Claim arising out of or based upon (i) any software of third partiesthe combination, including without limitationoperation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Subscription Services provided hereunder with hardware, equipment, devices, or software not supplied by Arista or in manner not authorized by this Agreement or the Documentation; or (ii) services offered or used by Customer through the use of the Subscription Services or Application with other productsrevenue received by Customer from such services; THE FOREGOING STATES THE ENTIRE OBLIGATION OF ARISTA AND ITS SUPPLIERS, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeAND THE EXCLUSIVE REMEDY OF CUSTOMER, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary SoftwareWITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE REMEDIES ABOVE FOREGOING IS GIVEN TO CUSTOMER SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND ARISTA DISCLAIMS, ALL WARRANTIES OF NON- INFRINGEMENT. THERE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR NO IMPLIED BY LAWINDEMNITIES.

Infringement Indemnity. Except as specifically provided belowVeeva shall, Ricoh will indemnifyat its expense, defend and hold Subscriber harmless from and or at its option, settle any claim, action or allegation brought against Customer alleging that the Software, Data Products, or any and all liabilitiesDeliverable infringes any valid copyright, damagespatent, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a trade secret, or any other proprietary right of any third party claim and shall pay any final judgments awarded or settlements entered into; provided that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days Customer gives prompt written notice to Veeva of any such claim, action or allegation of infringement and gives Veeva the authority to proceed as contemplated herein. In the event any infringement claim, action or allegation is brought or threatened, Veeva may, at its sole option and expense: (iia) Ricoh shall have full control procure for Customer the right to continue use of the defense Software, Data Products, Deliverable or infringing part thereof; (b) modify, amend or replace the Software, Data Products, Deliverable or infringing part thereof with other software having substantially the same or better capabilities; or, if neither of the foregoing is in Veeva’s opinion commercially practicable, (c) terminate this Agreement (or the portion of any Order Forms for allegedly infringing materials) and all related settlement negotiationsrefund to Customer the prorated amount of the fees prepaid by Customer under the relevant Order Forms or SOWs that were to apply to the remainder of the unexpired Term, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary as calculated from the termination date through the remainder of the unexpired Term. The foregoing obligations will not apply to perform the above. Notwithstanding extent the foregoing, Ricoh shall have no indemnity obligation for any claim relating to infringement arises as a result of (i) any software use of third partiesthe Software, including without limitation, Data Products or any embedded open source Deliverables in a manner expressly prohibited by this Agreement; or similar software, (ii) any modifications to the Services or Application made use by any entity other than Ricoh, (iii) combination or use Customer of the Services Software, Data Products or Application any Deliverables in combination with other products, (iv) use of an outdated version of equipment, devices, software, systems or data not supplied by Veeva to the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if extent such claim would is directed against such combination; provided that this exclusion shall not have arisen but for such functionality. In the event of an infringement claimbe applicable to combinations with hardware, if it is commercially reasonable software or other technology required to do so, access and at its option, Ricoh will either obtain the right for Subscriber to use the Services Software, Data Products or will modify any Deliverables (e.g., a web browser, an internet connection, a personal computer, the Services software platform provided by xxxxxxxxxx.xxx, inc. upon which certain Veeva applications are built). This section states the entire liability of Veeva with respect to make them non-infringinginfringement of any patent, and failing these optionscopyright, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWtrade secret or other intellectual property right.

Infringement Indemnity. Except as specifically provided belowhereinafter limited, Ricoh will indemnifySELLER shall protect, defend and hold Subscriber harmless indemnify Neeltran Inc. from and against any and all liabilitiesclaims, damages, costs judgments, expenses and expenses (including reasonable attorneys fees) incurred by Subscriber loss arising from infringement or alleged infringement of any patent, trademark or copyright of the United States by any of the equipment, software or services (or part thereof) and from any misappropriation or alleged misappropriation of a trade secret or from any infringement or alleged infringement of any registered intellectual property rights of any third party claim with respect to the Software (“Infringement Claims”), and SELLER shall defend or settle at its own expense all Infringement Claims brought against Neeltran Inc. provided that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh SELLER is notified promptly in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense Infringement Claim and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistanceis given authority, information and authority necessary to perform assistance by Neeltran Inc. for the above. Notwithstanding the foregoingdefense or settlement thereof, Ricoh and provided further that Neeltran Inc. shall have no indemnity liability whatsoever arising from such Infringement Claim and may not settle or compromise any Infringement Claim without the prior written consent of SELLER. Furthermore, in the event that Neeltran Inc. should be enjoined from using any of the equipment or Software (or part thereof), SELLER, at its option and expense, shall promptly either (1) secure termination of the injunction and procure for Neeltran Inc. the right to use such equipment and Software (or part) without any obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar softwareliability, (ii2) any modifications replace said equipment and Software (or part) with non-infringing equipment and Software or modify same to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them become non-infringing, all at SELLER’s expense and failing these optionsto Neeltran Inc. satisfaction, Ricoh may terminate the license or (3) remove said infringing equipment and Subscriber will return any Ancillary SoftwareSoftware at SELLER’s expense and refund to Neeltran Inc. all amounts paid to SELLER therefore. THE REMEDIES ABOVE ARE FOREGOING PARAGRAPHS SET FORTH THE SOLE ENTIRE LIABILITY OF SELLER AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF EQUIPMENT MANUFACTURER WITH RESPECT TO ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWINFRINGEMENT CLAIM. SELLER shall have no obligations hereunder and this provision shall not apply: (1) to any other equipment or processes, including equipment or processes supplied hereunder by SELLER which have been modified or combined with other equipment or processes, except as provided by the plans and specifications; and (2) to any products or articles manufactured by any equipment or processes; (3) to any patent issued after the date hereof; and (4) in the event any of said actions are settled or otherwise terminated without the prior written consent of SELLER.

Infringement Indemnity. Except as specifically provided below7.01 Licensor shall defend against and, Ricoh will indemnifyat Licensor’s sole option, defend and hold Subscriber harmless from and settle any claim, action or proceeding brought or instituted against End- User (“Claim”) that the Software furnished hereunder infringes any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright copyright, trademark or trademarktrade secret, but only ifand Licensor will pay any costs related to the defence against such Claim, provided that End-User (i) Subscriber notifies Ricoh Licensor promptly in writing within thirty (30) days of any such claimClaim or proceeding, (ii) Ricoh shall have gives Licensor full control of the defense and all related settlement negotiationscomplete authority, information and assistance to defend such Claim, and (iii) Subscriber shall provide Ricoh with assistancegives Licensor control of the defence and settlement of any such Claim. If End-User’s use of the Software becomes, information or in Licensor’s opinion, is likely to become, the subject of an infringement claim, or is held to infringe any third party patent, copyright, trademark or trade secret, Licensor may, at its option and authority necessary expense, either (a) procure for End-User the right to perform continue using the aboveSoftware, or (b) replace or modify the same so that it becomes non-infringing (provided that the replacement or modified Software has substantially comparable functionality to the original Software) or, (c) in the event the foregoing alternatives are not commercially reasonable, terminate this XXXX to the extent it relates to the infringing Software. Notwithstanding the foregoing, Ricoh Licensor and its suppliers shall have no indemnity liability or obligation for any claim relating to such Claim if such Claim results from: (i) any software End-User using a version of third parties, including without limitation, any embedded open source or similar softwarethe Software other than the most current version of the Software made available to End-User, (ii) any modifications modification or enhancement of or to the Services or Application made by any entity other than RicohSoftware, (iii) combination compliance with End-User’s designs, specifications or use of the Services or Application with other productsinstructions, (iv) any unauthorized use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeSoftware, or (v) any addition, change or modification combination of the functionality of Software with any other software program or any hardware or data, (vi) any use not in accordance with the Services Documentation or Application made at Subscriber’s requestfor any purpose not intended by Licensor, if such claim would not have arisen but for such functionality. In or (vii) any open source technology incorporated in or provided with the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them nonSoftware. 7.02 THIS SECTION 7 STATES THE ENTIRE LIABILITY OF LICENSOR AND ITS SUPPLIERS AND END-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE USER’S SOLE AND EXCLUSIVE REMEDIES REMEDY WITH RESPECT TO ANY CLAIM OR ACTION FOR RICOH’S BREACH INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT RIGHT OR IMPOSED OR IMPLIED BY LAWOTHER PROPRIETARY RIGHT REGARDING THE SOFTWARE.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, Licensor shall indemnify and defend and hold Subscriber harmless Licensee from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim claims against Licensee that the Services Software infringes or Applicationmisappropriates any patent, as delivered by Ricoh and used within the scope of this Agreementtrademark, infringe any existing domestic patenttrade secret, copyright or trademarkother proprietary right of such third party, but only if, provided that Licensee give Licensor: (i) Subscriber notifies Ricoh in writing within thirty (30) days written notice of any such claim, action or demand within ten (10) business days of Licensee’s knowledge thereof; (ii) Ricoh shall have full control of the defense and all related settlement negotiations, thereof; and (iii) Subscriber shall provide Ricoh reasonable assistance in such defense or settlement (for which Licensor will pay reasonable out- of-pocket expenses). If any Software becomes or, in Licensor’s opinion, is likely to become the subject of any injunction preventing use as contemplated herein, Licensor may, at its option, (a) procure for Licensee the right to continue using such Software, (b) replace or modify such Software so that it becomes non-infringing without substantially compromising its functionality, or, if (a) and (b) are not reasonably available to Licensor, then (c) terminate Licensee’s license to the allegedly infringing Software and refund a portion of the License Fees prorated on a monthly basis over a period of three (3) years from the effective date of the XXXX. The foregoing obligation of Licensor does not apply with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating respect to (i1) any software of third parties, including without limitation, any embedded open source or similar softwareproducts not supplied by Licensor, (ii2) any modifications Software which is modified after delivery by Licensor, if the alleged infringement relates to the Services or Application made by any entity other than Ricohsuch modification, (iii3) combination or use of the Services or Application Software combined with other products, processes or materials where the alleged infringement relates to such combination, (iv4) use Software where Licensee continues the allegedly infringing activity after being notified thereof or after being informed of an outdated version of modifications that would have avoided the Ancillary Software when Ricoh has made available an updated version that does not infringealleged infringement, or (v5) any additioninformation or data stored by Licensee, change and in each case, Licensee shall defend and indemnify Licensor from and against such claims subject to the same conditions noted above. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR ANY PART THEREOF OR BY THEIR OPERATION. CONFIDENTIALITY. By virtue of this XXXX, the parties may have access to information that is confidential to one another ("Confidential Information"). Confidential Information includes, without limitation, the Software, Documentation, the terms and pricing under this Agreement and all information clearly identified as confidential or modification reasonably deemed to be confidential based on the circumstances and industry practices. A party's Confidential Information shall not include information that (a) is or becomes a part of the functionality public domain through no act or omission of the Services other party; (b) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or Application made at Subscriber’s requestindirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party. The parties agree to hold each other's Confidential Information in confidence during the term of this Agreement and thereafter. The parties agree, if such claim would unless required by law, not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them each other's Confidential Information available in any form to any third party for any purpose other than the implementation of this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Each party agrees that remedies at law may not be adequate to protect the rights of the other party under this Section and that a non-infringing, and failing these options, Ricoh breaching party may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWseek injunctive or other equitable relief to enforce such rights.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, Sybase at its own expense shall (i) Subscriber notifies Ricoh in writing within thirty (30) days defend, or at its option settle, any claim or suit against customer on the basis of infringement of any such claimtrademark, copyright, trade secret or United States patent ("Intellectual Property Rights") by the Program or Use thereof, and (ii) Ricoh shall have full pay any final judgment entered against Customer on such issue or any settlement thereof, provided (a) Sybase has sole control of the defense and/or settlement; (b) Customer notifies Sybase promptly in writing of each such claim or suit and gives Sybase all related settlement negotiationsinformation known to Customer relating thereto, and (iiic) Subscriber Customer cooperates with Sybase in the settlement and/or defense. (Customer shall provide Ricoh be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Sybase.) If all or any part of the Program is, or in the opinion of Sybase may become, the subject of any claim or suit for infringement of any Intellectual Property Rights, Sybase may, and in the event of any adjudication that the Program or any part thereof does infringe or if the Use of the Program or any part thereof is enjoined, Sybase shall, at its expense do one of the following things: (1) procure for Customer the right to Use the Program or the affected part thereof; (2) replace the Program or affected part with assistanceother suitable programs; (3) modify the Program or affected part to make it noninfringing; or (4) if none of the foregoing remedies are commercially feasible, information and authority necessary to perform refund the aboveaggregate payments made by Customer for the Program or the affected part thereof. Notwithstanding the foregoing, Ricoh Sybase shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications obligations under this Section 6 to the Services or Application made by extent a claim is based upon (A) use of any entity version of the Program other than Ricoha current, unaltered version, if infringement would have been avoided by a current, unaltered version; or (iiiB) combination combination, operation or use of the Services Program with software and/or hardware not delivered by Sybase if such infringement could have been avoided by combination, operation or Application use of the Program with other products, (iv) use software and/or hardware. This Section 6 states the entire liability of an outdated version Sybase and the exclusive remedy of Customer with respect to any alleged infringement by the Ancillary Software when Ricoh has made available an updated version that does not infringe, Program or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWpart thereof.

Infringement Indemnity. Except as specifically provided below(a) We will, Ricoh will indemnifyat our expense, defend any suit brought against you by an unaffiliated third party based upon a claim that the Software infringes a valid patent, trademark or copyright or misappropriates a third-party trade secret. The terms “misappropriation” and hold Subscriber harmless from “trade secret” are used as defined in the Uniform Trade Secrets Act, except in case of claims arising under any claim governed by the laws of any jurisdiction outside the United States, in which case “misappropriation” will mean intentionally unlawful use and against any and all liabilities, damages, “trade secret” will mean “undisclosed information” as specified in Article 39.2 of the Trade-Related Aspects of Intellectual Property Rights (TRIPS) agreement. We will pay costs and expenses damages (including reasonable attorneys attorneys’ fees) incurred finally awarded against you, or agreed in settlement by Subscriber arising from a third party us, directly attributable to any such claim that and will bear all reasonable costs of the Services or Application, as delivered by Ricoh investigation and used within defense of the scope of this Agreement, infringe any existing domestic patent, copyright or trademarkclaim, but only if, on condition that (i) Subscriber notifies Ricoh you notify us in writing within thirty (30) days of any such claimclaim promptly following receipt of notice, (ii) Ricoh shall we have full sole control of the defense and all related settlement negotiations, and (iii) Subscriber shall you provide Ricoh with assistance, us all information and authority necessary communications received by you concerning such claim, and (iv) you provide reasonable assistance to perform us when requested. You will have the above. Notwithstanding right to participate in the foregoingdefense with counsel of your own choosing at your expense; provided that such representation does not interfere with our right to control the defense. (b) We will have the right, Ricoh shall have no indemnity obligation for any claim relating at our option and expense, to (i) any software of third parties, including without limitation, any embedded open source or similar softwareobtain for you rights to use the Software, (ii) any modifications to replace or modify the Services Software so that it becomes non-infringing or Application made by any entity other than Ricoh, (iii) combination or use accept return of the Services or Application with other productsSoftware, (ivupon which the applicable license(s) use of an outdated version of will terminate, in exchange for a credit not to exceed the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but purchase price paid by you for such functionalitySoftware based upon a three (3) year straight line depreciation. In The foregoing, subject to the event of an infringement claimrestrictions set forth in Section 6(c) below, if it is commercially reasonable states our exclusive liability to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWyou concerning infringement.

Infringement Indemnity. Except as specifically provided belowYou will defend, Ricoh will indemnify, defend indemnify and hold Subscriber Us and our Affiliates harmless from and against all Claims brought against Us relating to any and all liabilities, damages, costs and expenses actual or alleged infringement of any third party’s (other than the Client’s) Intellectual Property Right by any Services. (including reasonable attorneys feesany Work Product) incurred by Subscriber arising from a third party claim or Existing IP provided to Us (collectively, “IP Claim”) except to the extent that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, infringement arises from (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use Your performance of the Services or Application creation of Work Product in accordance with other products, Our (ivor the Client’s) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringespecifications or requirements, or (vii) any addition, change Our (or modification the Client’s) combination of the functionality of the Services Work Product with any other technology or Application made at Subscriber’s request, product if such claim infringement would not have arisen been avoided but for such functionalitycombination. In You will control the event defense or settlement of any IP Claim at no cost to Us. You will pay any damage award payable by Us as a result of such IP Claim. If an infringement claimIP Claim is made or You believe that an IP Claim is likely to be made with respect to the Service, if it is commercially Work Product or Existing IP, You will use reasonable commercial efforts to do so, and at its option, Ricoh will either obtain one or both of the right following: (i) secure the rights for Subscriber Us to continue to use the Services Service, Work Product or will Existing IP without infringement or (ii) modify or substitute the Services to make them non-Service, Work Product or Existing IP so that it is not infringing, and failing these optionsso long as modification or substitution does not materially impair or alter the operation of the Service, Ricoh may terminate Work Product or Existing IP. If neither option is reasonably practicable, You will, at Our option, provide Us with a credit or refund of the license and Subscriber Service Fee; provided that in such case We will return to You all Work Product, reassign to You any Ancillary Softwarerights We may have in such Work Product, and all licenses that may have been granted to Us or the Client with respect to such Work Product or any Existing IP shall terminate. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.* * * Indicates that confidential treatment has been sought for this information. 97

Infringement Indemnity. Except as specifically provided belowThe Vendor will defend, Ricoh will indemnify, defend indemnify and hold Subscriber harmless to the Customer and its directors, officers and employees (each, a Customer Indemnified Party”), from and against any and all liabilitiesthird-party suit, damagesproceeding, judgement, costs and expenses (including reasonable attorneys attorney fees) incurred by Subscriber arising from a third party claim to the extend based on an allegation that the Services or ApplicationDeliverable as provided to the Customer by the Vendor and the use thereof by the Customer as contemplated in the Agreement or applicable Statement of Work constitutes an infringement of or misappropriation of the copyright , as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright trademark or trademarktrade secret rights of any third party (each, but only if, an “Infringement Claim”). Vendor shall have no obligations with respect to any Infringement Claims to the extent that the Infringement Claim arises or results from (i) Subscriber notifies Ricoh the Vendor’s compliance with the Customer’s specific technical designs or instructions (except where the Vendor knew or should have known that such compliance was likely to result in writing within thirty (30) days an Infringement Claim and the Vendor did not inform the Customer of any such claim, the same); (ii) Ricoh shall have full control inclusion in a Deliverable of any content or other materials provided by the defense Customer and all related settlement negotiations, and the Infringement Claim relates to or arises from such the Customer provided material; (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform modification of a Deliverable after delivery by the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications Vendor to the Services or Application Customer if such modification was not made by any entity other than Ricoh, (iii) combination or use on behalf of the Services Vendor, or Application with other products, (iv) use of an outdated version the Deliverable in combination with products not provided by the Vendor or otherwise not contemplated in the applicable specifications or documentation. The Customer will defend, indemnify and hold harmless the Vendor, applicable Vendor Affiliates and Vendor personnel (“Vendor Indemnified Party”) from and against any third party suit, proceedings damages, judgements, cost and expenses (including reasonable attorney fees) relating to any Infringement Claim by third party to the extend based on any content or other materials provided to the Vendor by or on behalf of the Ancillary Software when Ricoh has made available an updated version that does not infringe, Customer or (v) the access and use by the Vendor of any addition, change the Customer provided software or modification material in connection with the Vendor’s performance of Services hereunder without breaching the functionality terms of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWthis Agreement.

Infringement Indemnity. Except as specifically provided 11.1 Subject to the limitations below, Ricoh ActiveState will indemnify, defend and hold Subscriber harmless from and indemnify Customer against any judgment, including costs and all liabilities, direct damages, rendered by a court of competent jurisdiction, against Customer which definitively concludes that the Indemnified Distributions infringe an existing US copyright or misappropriates a trade secret of any third party. For the avoidance of doubt, ActiveState’s indemnity obligations hereunder shall only apply towards Indemnified Distributions. 11.2 Subject to the limitations below, ActiveState will defend and indemnify Customer against any actual or threatened claims, judgment, including costs and expenses (including reasonable attorneys fees) incurred direct damages rendered by Subscriber arising from a third party claim court of competent jurisdiction against Customer that the Services ActiveState Platform infringes an existing patent or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days misappropriates a trade secret of any third party. 11.3 Customer must provide written notice to ActiveState regarding the initiation of any such suit or proceeding, provide full authority, information, and assistance for defence, and permit ActiveState to assume defence upon ActiveState’s request. Customer agrees that ActiveState shall be relieved of its obligations under the Sections 11.1 and 11.2, unless Customer notifies ActiveState of such Claim within ten (10) calendar days after Customer’s receipt thereof and gives ActiveState the authority to proceed as contemplated herein and, at ActiveState’s expense (except as provided below), gives ActiveState the relevant information then in its possession and provides reasonable assistance to ActiveState, in ActiveState’s discretion, to settle and/or defend any such claim, (ii) Ricoh shall have full control . 11.4 If any part of the defense ActiveState Platform and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform Indemnified Distributions has become or in ActiveState’s opinion will become or has been determined by adjudication that it has become the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event subject of an infringement claim, then ActiveState may, at its sole option and expense either: i. procure for Customer the continued right to use the Service; ii. replace the Indemnified Distribution with other suitable and reasonably equivalent services or parts thereof so that the Services becomes non-infringing; iii. suitably modify the Indemnified Distributions so that the Service becomes non-infringing; or iv. if it is not commercially reasonable to do sotake the actions specified in items (i), (ii), or (iii), terminate this Agreement and Customer’s use. 11.5 ActiveState shall not be liable for any compromise entered or settlement made by Customer without ActiveState’s prior written consent. Notwithstanding anything to the contrary, ActiveState shall not be liable for any losses, costs, or damages, and at its optionCustomer will indemnify, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringingdefend, and failing these optionshold ActiveState harmless from any expenses, Ricoh may terminate damages, costs, or losses resulting from any suit or proceeding based upon a claim arising from: i. any modification to the license ActiveState Platform and Subscriber will return Indemnified Distributions by anyone except ActiveState; ii. use of other than a current or unaltered release of the Indemnified Distributions, or any Ancillary Softwareportion thereof available from ActiveState if such infringement would have been avoided by the use of a current or unaltered release of the Indemnified Distributions, or any portion thereof; or iii. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWuse of the services in any manner contrary to this Agreement. iv. unauthorized use by the Customer of an open source Copyleft license. 11.6 Customer shall defend, indemnify, and hold harmless ActiveState against claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Customer’s use of the Service in an unlawful manner or any violation of this Agreement.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend Sensus shall indemnify and hold Subscriber harmless Customer from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred judgment by Subscriber arising a court of competent jurisdiction or settlement reached from any litigation instituted against Customer in the United States by a third party claim which alleges that the Services FlexNet System provided hereunder infringes upon the patents or Applicationcopyrights of such third party, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh provided that Sensus shall have full the right to select counsel in such proceedings and control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the abovesuch proceedings. Notwithstanding the foregoing, Ricoh Sensus shall have no liability under this indemnity obligation for unless Customer cooperates with and assists Sensus in any such proceedings and gives Sensus written notice of any claim relating to hereunder within fourteen (14) days of receiving it. Further, Sensus shall have no liability hereunder if such claim is related to; (i) any software of change, modification or alteration made to the FlexNet System by Customer or a third parties, including without limitation, any embedded open source or similar softwareparty, (ii) use of the FlexNet System in combination with any modifications to the Services goods or Application made services not provided by any entity other than RicohSensus hereunder, (iii) combination or Customer’s failure to use the most recent version of the Services Software or Application with other productsto otherwise take any corrective action as reasonably directed by Sensus, (iv) use of compliance by Sensus with any designs, specifications or instructions provided by Customer or compliance by Sensus with an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeindustry standard, or (v) any addition, change or modification use of the functionality of FlexNet System other than for the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityPermitted Use. In the event the FlexNet System is adjudicated to infringe a patent or copyright of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus, the FlexNet System is likely to become the subject of an infringement claim, if it is commercially reasonable to do soSensus, and at its optionsole discretion and expense, Ricoh will either obtain may; (i) procure for Customer the right for Subscriber to use continue using the Services FlexNet System or will (ii) modify or replace the Services to make them FlexNet System so that it becomes non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES REMEDY AND SENSUS’ ENTIRE LIABILITY FOR RICOH’S BREACH ANY CLAIM OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWINFRINGEMENT.

Infringement Indemnity. Except as specifically provided In the event of any claim or ---------------------- allegation against Distributor of infringement or misappropriation of any third party Proprietary Rights arising out of OPEN MARKET's breach of its warranty under Section 8.1(y), OPEN MARKET shall, subject to the limitations set forth in Section 8.3 below, Ricoh will indemnifydefend, defend indemnify and hold Subscriber save Distributor harmless from and against any such claim, and all liabilitiespay any costs, damagesexpenses and finally awarded damages actually awarded in connection therewith, costs including the fees and expenses (including reasonable of the attorneys fees) incurred engaged by Subscriber arising from a third party claim OPEN MARKET for such defense provided that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of OPEN MARKET shall have the sole and exclusive authority to defend and/or settle any such claimclaim or action, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, Distributor will fully cooperate with OPEN MARKET in connection therewith and (iii) Subscriber Distributor will immediately notify OPEN MARKET of such claim or action. OPEN MARKET shall provide Ricoh with assistancekeep Distributor informed of, information and authority necessary shall consult with, any independent attorneys appointed by Distributor at Distributor's own expense regarding the progress of such litigation. In addition to perform the above. Notwithstanding the foregoing, Ricoh shall if any of the OPEN MARKET Products have no indemnity obligation for become, or in OPEN MARKET's opinion are likely to become, the subject of any claim relating to of infringement of a third party's Proprietary Rights, OPEN MARKET may at its option and expense (i) any software of third parties, including without limitation, any embedded open source or similar softwareprocure for Distributor the right to continue marketing and distributing such OPEN MARKET Products as set forth hereunder, (ii) any modifications replace or modify the OPEN MARKET Products to the Services make them non infringing, or Application made by any entity other than Ricoh, (iii) combination substitute an equivalent for the OPEN MARKET Products. OPEN MARKET shall have no liability or obligation hereunder with respect to any Proprietary Rights infringement claim if such infringement is caused by (i) compliance with designs, guidelines, plans or specifications of Distributor or an end user, (ii) use of the Services OPEN MARKET Product in an application or Application with environment other products, than as specified in applicable documentation; (iii) modification of the OPEN MARKET Product by any party other than OPEN MARKET or (iv) use of an outdated version the OPEN MARKET Product with other products or services where the OPEN MARKET Product would not by itself be infringing. Distributor agrees to indemnify and hold harmless OPEN MARKET from and against all liabilities, obligations, costs, expenses and judgments, including court costs, reasonable attorneys fees and expert fees, arising out of any of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or circumstances stated in items (vi) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software- (iv) above. THE REMEDIES ABOVE ARE THE SOLE FOREGOING STATES OPEN MARKET'S ENTIRE AND EXCLUSIVE REMEDIES LIABILITY AND OBLIGATION, AND DISTRIBUTORS EXCLUSIVE REMEDY, WHETHER STATUTORY, CONTRACTUAL, EXPRESS, IMPLIED OR OTHERWISE, FOR RICOH’S BREACH CLAIMS OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWINFRINGEMENT.

Infringement Indemnity. Except as specifically provided Subject to the limitations set forth herein below, Ricoh AltiGen shall defend Distributor with respect to any claim, suit or proceeding brought against Distributor to the extent it is based upon a claim that any Product sold pursuant to this Agreement infringes upon any U.S. patent, U.S. trademark, U.S. copyright or U.S. trade secret of any third party; provided, however, that Distributor (i) promptly notifies AltiGen in writing of such claim, suit or proceeding; (ii) gives AltiGen the right to control and direct investigation, preparation, defense and settlement of any claim, suit or proceeding; and (iii) gives assistance and full cooperation for the defense of same, and, further provided, that AltiGen's liability with respect to portions of Products provided by or licensed from third parties will indemnify, defend and hold Subscriber harmless from and against be limited to the extent AltiGen is indemnified by such third parties. AltiGen shall pay any and all liabilities, resulting damages, costs and expenses (including reasonable attorneys fees) finally awarded to a third party, but AltiGen shall not be liable for such amounts, or for settlements incurred by Subscriber arising from Distributor, without AltiGen's prior written authorization. If a third party claim that the Services Product is, or Applicationin AltiGen's opinion might be, held to infringe as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the set forth above. Notwithstanding the foregoingAltiGen may, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain replace or modify such Product so as to avoid infringement, or procure the right for Subscriber Distributor to continue the use and resale of such Product. If neither of such alternatives is, in AltiGen's opinion, reasonably possible, the Services or will modify the Services infringing Product shall be returned to make them non-infringingAltiGen, and failing these optionsAltiGen's sole liability, Ricoh may terminate in addition to its obligation to reimburse any awarded damages, costs and expenses set forth above, shall be to refund the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWpurchase price paid for such Products by Distributor.

Infringement Indemnity. Except as specifically provided below, Ricoh (a) PMSI will indemnify, defend Teijin and hold Subscriber harmless from and its Authorized Subsidiaries against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh Existing Programs furnished and used within the scope of this Agreement, Agreement infringe any existing domestic patent, third party patent or copyright or trademarkother intellectual property right ("Claim"), but only ifand PMSI will indemnify Teijin and its Authorized Subsidiaries for any damages finally awarded or any final settlement amount paid based upon a Claim, provided that: (i) Subscriber Teijin or an Authorized Subsidiary notifies Ricoh PMSI in writing of the details of a Claim within thirty (30) days of any such claimafter its occurrence, (ii) Ricoh shall have full PMSI has sole control of the defense and all related settlement negotiations, and (iii) Subscriber shall Teijin and its Authorized Subsidiaries provide Ricoh PMSI (at PMSI's expense for reasonable out-of-pocket- expenses) with the assistance, information and authority necessary to perform the above. . (b) Notwithstanding the foregoingany other provision of this Agreement, Ricoh PMSI shall have no indemnity obligation liability for any claim relating Claim based on: (i) a modification by Teijin or any Authorized Subsidiary of the Existing Programs, (ii) use of a superseded or altered release of the Existing Programs if such Claim would have been avoided by use of current or unaltered releases of the Existing Programs that PMSI provides hereunder, or (iii) the combination, operation or use of any of the Existing Programs furnished under this Agreement with programs or data not furnished by PMSI if such Claim would have been avoided by use of the Existing Programs without such programs or data. (c) In the event the Existing Programs are held or are believed by PMSI to infringe, PMSI shall have the option, at its expense, to (i) any software of third parties, including without limitation, any embedded open source or similar softwaremodify the Existing Programs to be non-infringing, (ii) any modifications obtain for Teijin a license to continue using the Services or Application made by any entity other than RicohExisting Programs, (iii) combination or use of substitute the Services or Application Existing Programs with other productssoftware reasonably suitable to Teijin, or (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license for the infringing Existing Programs and Subscriber will return refund a pro-rata portion of the license fees paid for those Existing Programs, determined by amortizing the license fees set forth in the Price List and paid for such infringing Existing Programs on a straight-line basis over a five-year period from the Effective Date of this Agreement. This Section 4.1 states Teijin's and each Authorized Subsidiary's exclusive remedy and PMSI's entire liability for any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWinfringement.

Infringement Indemnity. Except Licensor will defend or, at its option, settle any claim, suit, or proceeding brought against HP or its customers insofar as specifically provided below, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from it is based on a third party claim that the Services Program or ApplicationDocumentation, as delivered or any part thereof, furnished by Ricoh and used within the scope Licensor under this Agreement constitutes an infringement of this Agreement, infringe any existing domestic third party's patent, copyright or copyright, trademark, but only iftrade name, or unauthorized trade secret use; provided that HP or its customers respectively provide Licensor with (i) Subscriber notifies Ricoh in writing within thirty (30) days prompt written notice of any such claimclaim or action, (ii) Ricoh shall have full sole control of and authority over the defense and all related or settlement negotiations, of such claim or action and (iii) Subscriber shall provide Ricoh with assistance, proper and full information and authority necessary reasonable assistance at Licensor's expense to perform defend and/or settle any such claim or action. Licensor agrees to pay all damages and costs awarded therein against HP and its customers. In case any Program or Documentation or any part thereof in such suit is held to constitute an infringement and its use is enjoined, or in Licensor's sole opinion, may be held to constitute an infringement, Licensor shall, at its own expense and at its option, either procure for HP and its customers the aboveright to continue use or, if applicable, replace the same with a non-infringing program and documentation of equivalent function and performance, or modify them so they become non-infringing without detracting from function or performance. Notwithstanding the foregoing, Ricoh Licensor shall have no indemnity obligation responsibility for any claim relating to claims arising from (i) any software modifications of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application Program made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, HP if such claim would not have arisen but for such functionality. In modifications, (ii) combination or use of the event of an infringement claimProgram with HP or third party hardware or software products not supplied by Licensor if such claim would not have arisen but for such combination or use, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software(iii) compliance with HP's written specifications. THE REMEDIES ABOVE ARE FOREGOING STATES THE SOLE ENTIRE LIABILITY AND OBLIGATIONS OF LICENSOR AND THE EXCLUSIVE REMEDIES FOR RICOH’S BREACH REMEDY OF HP WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, TRADE NAMES, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWRIGHTS.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend Sensus shall indemnify and hold Subscriber harmless Customer from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred judgment by Subscriber arising a court of competent jurisdiction or settlement reached from any litigation instituted against Customer in the United States by a third party claim which alleges that the Services AMI System provided hereunder infringes upon the patents or Applicationcopyrights of such third party, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh provided that Sensus shall have full the right to select counsel in such proceedings and control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the abovesuch proceedings. Notwithstanding the foregoing, Ricoh Sensus shall have no liability under this indemnity obligation for unless Customer cooperates with and assists Sensus in any such proceedings and gives Sensus written notice of any claim relating to hereunder within fourteen (14) days of receiving it. Further, Sensus shall have no liability hereunder if such claim is related to; (i) any software of change, modification or alteration made to the AMI System by Customer or a third parties, including without limitation, any embedded open source or similar softwareparty, (ii) use of the AMI System in combination with any modifications to the Services goods or Application made services not provided by any entity other than RicohSensus hereunder, (iii) combination or Customer’s failure to use the most recent version of the Services Software or Application with other productsto otherwise take any corrective action as reasonably directed by Sensus, (iv) use of compliance by Sensus with any designs, specifications or instructions provided by Customer or compliance by Sensus with an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeindustry standard, or (v) any addition, change or modification use of the functionality of AMI System other than for the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityPermitted Use. In the event the AMI System is adjudicated to infringe a patent or copyright of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus, the AMI System is likely to become the subject of an infringement claim, if it is commercially reasonable to do soSensus, and at its optionsole discretion and expense, Ricoh will either obtain may; (i) procure for Customer the right for Subscriber to use continue using the Services AMI System or will (ii) modify or replace the Services to make them AMI System so that it becomes non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES REMEDY AND SENSUS’ ENTIRE LIABILITY FOR RICOH’S BREACH ANY CLAIM OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWINFRINGEMENT.

Infringement Indemnity. Except as specifically provided below, Ricoh will symplr shall indemnify, defend defend, and hold Subscriber harmless Customer, its Affiliates, and the respective officers, directors, employees, agents, contractors, and owners of each of the foregoing from and against any and all liabilitiesLosses arising out of any Claim to the extent based on infringement or misappropriation of any U.S. patent or any non-patent intellectual property or proprietary right of any third-party by any Products that infringe or misappropriate any U.S. patent or any non-patent intellectual property or proprietary right of any third-party (“Infringing Materials”) as provided by symplr to Customer. symplr shall have sole control of the defense of each such Claim. 10.2.1 If such a Claim has been made, damagesor in symplr’s opinion is likely to be made, costs Customer agrees to permit symplr, at its option and expenses expense, to: (including reasonable attorneys feesi) incurred by Subscriber procure for Customer the right to continue using the Infringing Materials; (ii) replace or modify the Infringing Materials so that they become non-infringing; or (iii) terminate Customer’s use of the Infringing Materials, in which case Customer will destroy the Infringing Materials and, upon symplr’s receipt of written attestation of such destruction, symplr will refund to Customer Fees prepaid for such Infringing Materials that are allocable to the period after such destruction. 10.2.2 Notwithstanding the foregoing, symplr has no liability for any such Claim to the extent arising from any Excluded Claim. “Excluded Claim” means any Claim to the extent arising from: (i) the combination or use of any Products with any materials not supplied by symplr; (ii) the alteration or modification of any Products by any Party other than symplr; (iii) Customer’s use of any Products after symplr has informed Customer of modifications or changes in such Products intended or required to avoid a third party claim that the Services Claim (provided symplr offered such modifications or Applicationchanges without charges not otherwise required pursuant to this Agreement); (iv) symplr’s compliance with Customer’s designs, as delivered by Ricoh and used within the scope specifications or instructions; or (v) breach of this Agreement, infringe including any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days use of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made Products in a manner not authorized by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWthis Agreement.

Infringement Indemnity. Except as specifically provided Subject to the limitations set forth herein below, Ricoh AltiGen shall defend Distributor with respect to any claim, suit or proceeding brought against Distributor to the extent it is based upon a claim that any Product sold pursuant to this Agreement infringes upon any U.S. patent, U.S. trademark, U.S. copyright or U.S. trade secret of any third party; provided, however, that Distributor (i) promptly notifies AltiGen in writing of such claim, suit or proceeding; (ii) gives AltiGen the right to control and direct investigation, preparation, defense and settlement of any claim, suit or proceeding; and (iii) gives assistance and full cooperation for the defense of same, and, further provided, that AltiGen's liability with respect to portions of Products provided by or licensed from third parties will indemnify, defend and hold Subscriber harmless from and against be limited to the extent AltiGen is indemnified by such third parties. AltiGen shall pay any and all liabilities, resulting damages, costs and expenses (including reasonable attorneys fees) finally awarded to a third party, but AltiGen shall not be liable for such amounts, or for settlements incurred by Subscriber arising from Distributor, without AltiGen's prior written authorization. If a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeProduct is, or (v) any additionin AltiGen's opinion might be, change or modification of the functionality of the Services or Application made at Subscriber’s requestheld to infringe as set forth above, if such claim would not have arisen but for such functionality. In the event of an infringement claimAltiGen may, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain replace or modify such Product so as to avoid infringement, or procure the right for Subscriber Distributor to continue the use and resale of such Product. If neither of such alternatives is, in AltiGen's opinion, reasonably possible, the Services or will modify the Services infringing Product shall be returned to make them non-infringingAltiGen, and failing these optionsAltiGen's sole liability, Ricoh may terminate in addition to its obligation to reimburse any awarded damages, costs and expenses set forth above, shall be to refund the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWpurchase price paid for such Products by Distributor.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim 11.1 In the event that the Services SOFTWARE is, or Applicationin PLC's sole opinion, as delivered by Ricoh and used within is likely to become the scope subject of this Agreementa claim of infringement of a patent, infringe any existing domestic patenttrade secret, copyright or trademarkother intellectual property right, PLC shall, at its option and expense, (a) procure for LICENSEE the right to continue using the SOFTWARE or (b) replace or modify the SOFTWARE with a version that is non-infringing, but only ifperforming substantially equivalent functions. If neither of the foregoing alternatives is reasonably available to PLC and, (i) Subscriber notifies Ricoh in writing within as a result of such a claim of infringement, use of the SOFTWARE is permanently enjoined, the PLC may terminate this Agreement upon thirty (30) days written notice to LICENSEE. 11.2 PLC will defend, at its own expense, any action brought against LICENSEE to the extent that it is based on a claim that the SOFTWARE, or the use of the SOFTWARE pursuant to this Agreement, infringes any patent, trade secret, copyright, or other intellectual property right. PLC will indemnify LICENSEE from any damages and fees awarded against LICENSEE and will hold LICENSEE harmless against all claims which are attributable to such claim, provided that LICENSEE notifies PLC promptly in writing of the claim. LICENSEE shall permit PLC to defend, compromise or settle the claim and shall, at PLC's expense, provide all available information, assistance and authority to enable PLC to do so. So long as PLC performs its obligations pursuant to this section, LICENSEE shall have no authority to settle any claim on behalf of PLC. LICENSEE shall be entitled to participate in the defense of any such claimclaim or action, (ii) Ricoh shall have full control at its expense, through counsel of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh its choosing. 11.3 PLC shall have no indemnity obligation liability for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications infringement to the Services or Application made extent caused by any entity the (a) use of other than Ricohthe latest release of the SOFTWARE from PLC, (iii) combination or if such infringement could have been avoided by the use of the Services or Application with other productsthen latest release of the SOFTWARE and such latest version had been available to LICENSEE under this Agreement, (ivb) use of an outdated version or combination of the Ancillary Software when Ricoh has made available an updated version that does SOFTWARE with software, hardware or other materials not infringeprovided by PLC, or (vc) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return SOFTWARE by any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWperson other than PLC.

Infringement Indemnity. Except as specifically provided below, Ricoh E.piphany will indemnify, defend and hold Subscriber harmless from and indemnify Customer against any and all liabilitiesany, damagescost, costs and expenses expense (including reasonable attorneys fees) fees incurred by Subscriber arising from as a result of any third party claim that the Services or ApplicationApplications infringe a copyright, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright trade secret or trademarkother intellectual property right, but only if, provided that: (ia) Subscriber Customer notifies Ricoh E.piphany in writing within thirty (30) days of any such the claim, ; (iib) Ricoh shall have full E.piphany has sole control of the defense and all related settlement negotiations, ; and (iiic) Subscriber shall provide Ricoh Customer provides E.piphany with the assistance, information and authority necessary to perform the aboveE.piphany's obligations under this Section. Notwithstanding the foregoing, Ricoh E.piphany will reimburse Customer's reasonable out-of-pocket expenses incurred in providing such assistance. E.piphany shall have no indemnity obligation liability for any claim relating of infringement based on use of a superseded or altered release of the Applications if the infringement would have been avoided by the use of a current unaltered release of the Applications provided that E.piphany has provided such release prior to the date of alleged infringement without charge to Customer. If the Applications are held or believed by E.piphany to infringe, E.piphany shall have the option, at its expense, to (ia) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications modify the Applications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, be noninfringing; or (vb) any addition, change or modification of obtain for Customer a license to continue using the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityApplications. In the event of an infringement claim, if If it is not commercially reasonable to do so, and at its option, Ricoh will perform either obtain of the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these above options, Ricoh (then E.piphany may terminate the license for the infringing Applications and Subscriber will return any Ancillary Softwarerefund the license fees paid for the Applications, prorated over a five (5) year term from the date of this Agreement). THE REMEDIES ABOVE ARE THE SOLE THIS SECTION 5.1 STATES E.PIPHANY'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDIES REMEDY FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWINFRINGEMENT.

Infringement Indemnity. Except as specifically provided below8.1 Beezy shall defend, Ricoh will indemnifyhold harmless, defend and hold Subscriber harmless from and indemnify Customer against any and all liabilitiesclaims, damagescosts, costs judgments, settlement sums, and expenses (including reasonable attorneys fees) incurred by Subscriber arising legal fees resulting from a third court of competent jurisdiction, or any settlement sum approved by Beezy, in respect of any third-party action or claim alleging that the Services or ApplicationSoftware infringes the intellectual property rights of such third party, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, provided that Customer: (i) Subscriber notifies Ricoh in writing within thirty (30) days provides Beezy with prompt written notice of any such action or claim, ; (ii) Ricoh shall have full permits Beezy to assume and control of the defense and all related settlement negotiations, and of any such action or claim; (iii) Subscriber shall provide Ricoh will not prejudice the defines of the action or claim nor will it make any admission as to liability nor compromise or agree to any settlement of any such action or claim without the prior written consent of Beezy; and (iv) provides Beezy with such assistance, documents, authority and information as it may reasonably require in relation to the action or claim and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh defence or settlement thereof 8.2 Beezy shall have no indemnity obligation liability to Customer for any claim relating to infringement claims based on (i) any software unauthorized use of third parties, including without limitation, any embedded open source or similar software, the Software; (ii) any modifications to modification or alteration of the Services or Application made Software by any entity anyone other than Ricoh, Beezy; or (iii) combination or the use of the Services Software in combination with any other software or Application with other productsequipment not approved in writing by Beezy. Furthermore, (iv) Beezy shall have no liability for any infringement claims that could have been avoided by the use of the then-current Maintenance Release or Upgrade or if Customer had followed Beezy’s reasonable written instructions. 8.3 If it has been established in court that the Software is infringing or if, in Beezy’s judgement, it is likely that such infringement will occur, Beezy shall ensure that the Customer can continue to have an outdated version undisturbed use of the Ancillary Software when Ricoh has made available an updated version that does not infringeSoftware, or functionally equivalent other software by (vi) any additionreplacing or modifying the Software or (ii) obtaining for the Customer a right to continue using the Software. If, change in its exclusive judgment, Beezy cannot ensure or modification cannot ensure except in a manner that is unreasonably burdensome (financially or otherwise) for it that the Customer can continue to have undisturbed use of the functionality Software, Beezy shall take back the Software, with crediting of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially license fees minus a reasonable to do so, user's fee and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license Agreement 8.4 This clause states Beezy’s entire liability, and Subscriber will return the Customer’s sole remedies, for any Ancillary infringement or alleged infringement of third-party intellectual property rights in relation to the Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.

Infringement Indemnity. Except as specifically provided below, Ricoh Boomi will indemnify, defend and hold Subscriber harmless Customer from and against any and all liabilitiesclaim, damagessuit, costs and expenses (including reasonable attorneys fees) incurred action, or proceeding brought against Customer by Subscriber arising from a third third-party claim to the extent it is based on an allegation that the Boomi Services or Application, as delivered by Ricoh and used within the scope of this Agreement, directly infringe any existing domestic patent, copyright or copyright, trademark, or other proprietary right enforceable in the country in which Boomi has authorized Customer to use the Boomi Services, including, but only ifnot limited to the country to which the Boomi Services is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Boomi will pay (i) Subscriber notifies Ricoh the resulting costs and damages finally awarded against Customer by a court of competent jurisdiction to the extent that such are the result of the third-party Claim, or (ii) the amounts stated in writing within thirty a written settlement negotiated and approved by Xxxxx. Boomi’s obligations under this Infringement Indemnity Section are conditioned upon Customer (30i) days giving prompt written notice of any such claimthe Claim to Boomi, (ii) Ricoh shall have full permitting Boomi to retain sole control of the investigation, defense and all related or settlement negotiationsof the Claim, and (iii) Subscriber shall provide Ricoh using all reasonable efforts to mitigate any actual or anticipated claims and providing Boomi with assistance, information cooperation and authority necessary to perform assistance as Boomi may reasonably request in connection with the aboveClaim. Notwithstanding the foregoing, Ricoh shall Xxxxx will have no indemnity obligation hereunder to defend Customer against any Claim (a) resulting from use of the Boomi Services other than as authorized by this Agreement, (b) resulting from a modification of the Boomi Services other than by Boomi, (c) to the extent the Claim arises from or is based on the use of the Boomi Services with other products, services, or data not supplied by Boomi if the infringement would not have occurred but for such use, (d) based on Customer’s use of a superseded or altered release of any claim relating code, document, service, product, or deliverable after Boomi has recommended discontinuation, if the infringement would have been avoided by use of a current or unaltered release made available to Customer, (e) if Customer is in material breach of this Agreement, or (f) based on any Boomi modifications made pursuant to instructions, designs, specifications or any other information provided by or on behalf of Customer, if any. If, as a result of a Claim or an injunction, Customer must stop using any portion of the Boomi Services (“Infringing Services”), Boomi may at its expense and option either (i) any software of third parties, including without limitation, any embedded open source or similar softwareobtain for Customer the right to continue using the Infringing Services, (ii) any modifications to replace the Infringing Services or Application made by any entity other than Ricohwith a functionally equivalent non-infringing Boomi Services, (iii) combination modify the Infringing Services so that they are non- infringing, or use of the Services or Application with other products, (iv) use of an outdated version terminate the availability of the Ancillary Software when Ricoh has made available an updated version Infringing Services and refund the unused pro-rated portion of any fees pre-paid by Customer allocable to such Infringing Services. To the extent that does not infringeBoomi delivers any documentation, training materials, or (v) any additionother written materials or software to Customer for a fee under the Professional Services Addendum, change or modification of such items will be treated as Boomi Services and will be within the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do soscope of, and at subject to the limits of, this Section. This Section states Boomi’s entire liability and its option, Ricoh will either obtain the right sole and exclusive obligations for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWa Claim.

Infringement Indemnity. Except as specifically provided below, Ricoh will (a) ViaSat agrees to indemnify, defend and hold Subscriber each of the SAIC Indemnified Parties harmless from and against any and all liabilitiesClaims arising out of, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from under or in connection with a third party claim that any of the Services or Applicationsoftware (other than third party software) provided by ViaSat under this Agreement, as delivered or any part thereof, (i) infringes a copyright enforceable under the laws of the United States or under the applicable law of the country in which the Services are provided, (ii) infringes a patent enforceable under the laws of the United States or under the applicable law of the country in which the Services are provided or any alleged infringing component is manufactured, sold or used; or (iii) constitutes an unlawful disclosure, use or misappropriation of another party's trade secret; provided that ViaSat will have no liability to SAIC hereunder if any claim of infringement is based upon the use of software provided by Ricoh ViaSat hereunder in connection or in combination with equipment, devices or software not supplied by ViaSat or used in a manner for which the software was not designed; and used within provided further, ViaSat will have no liability if SAIC modifies any software provided by ViaSat hereunder and such infringement would not have occurred but for such modification, or if SAIC combines, operates or uses the software with devices, data, equipment, systems, programs or products not furnished by ViaSat , or if SAIC uses the software, outside the scope of this Agreement, infringe in the practice of a patented process and there would be no infringement in the absence of such practice, or if such claim arises out of ViaSat's compliance with specifications provided by SAIC and such infringement would not have occurred but for such compliance. (b) If any existing domestic patentsoftware (other than third party software) or confidential information provided by a party under this Agreement becomes the subject of a claim or action as described in Section 14.2(a), copyright or trademarkin ViaSat's opinion is likely to become the subject of such a claim or action, but only ifthen ViaSat may, at its option and expense: (i) Subscriber notifies Ricoh in writing within thirty (30) days replace or modify the software or confidential information to make it non-infringing or cure any claimed misuse of another's trade secret without any such claimloss of service, functionality, or benefit to SAIC, or (ii) Ricoh shall have full control procure for SAIC the right to continue using the software or confidential information. If neither option is available to ViaSat through the use of the defense and all related settlement negotiationscommercially reasonable efforts, (A) SAIC will return such software or confidential information to ViaSat, and (iiiB) Subscriber shall provide Ricoh with assistance, information and authority necessary SAIC will be entitled to perform an adjustment in the above. Notwithstanding charges payable under this Agreement to reflect the foregoing, Ricoh shall have fact that SAIC no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to longer has the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services such software or Application with other products, confidential information (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringewhich adjustment may be established by mutual agreement, or (v) any addition, change or modification of failing mutual agreement through the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWdispute resolution procedures set forth in Article XIV).

Infringement Indemnity. Except as specifically As provided belowfor herein under Section 7.5, Ricoh RegeneRx will indemnifydefend, defend indemnify and hold Subscriber harmless from and Defiante against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred infringement claim by Subscriber arising from a third party claim relating to an issued Patent in the Territory for the Bulk Active Material as embodied in the Finished Products that is the Services or Application, as delivered by Ricoh and used within subject of Sales in the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, Territory; provided that: (ia) Subscriber Defiante notifies Ricoh RegeneRx in writing within thirty (30) days of any such claim, a date that a claim of infringement is received by Defiante; (iib) Ricoh shall have full RegeneRx has sole control of the defense and all related settlement negotiationsnegotiations as provided under Article 7, and Section 7.5; and (iiic) Subscriber shall provide Ricoh at RegeneRx's request, Defiante provides RegeneRx with all necessary assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh RegeneRx shall have no indemnity obligation liability for any claim relating of infringement based on: (a) use of altered, modified Bulk Active Material not supplied by RegeneRx, or Bulk Active Material not authorized by RegeneRx to be altered, modified or changed if such infringement would have been avoided by the use of an unaltered, unmodified or authorized Bulk Active Material directly supplied by RegeneRx; (ib) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services Bulk Active Material with materials or Application with other products, (iv) ingredients not furnished by RegeneRx if such infringement would have been avoided by use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, Bulk Active Material alone; or (vc) any addition, change or modification the rights of a third party in technology which is similar to the functionality Bulk Active Material previously developed by a third party cooperatively with Defiante prior to the Effective Date of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalitythis Agreement. CERTAIN PORTIONS OF THIS DOCUMENT INDICATED BY *** HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT In the event Bulk Active Material is held or is believed by RegeneRx to infringe, RegeneRx shall have the option, at its expense, to: (i) modify, at RegeneRx expenses, the Bulk Active Material to be noninfringing, subject to relevant regulatory approvals and regulatory changes to the Commercial Marketing Approval; (ii) obtain for Defiante, at no additional expense to Defiante, a license to continue using and distributing the Bulk Active Material, as provided hereunder; or (iii) terminate this Agreement and return to Defiante an amount equal to the royalties paid hereunder for Sales wherein such royalties shall be payable prorata to Defiante over a three (3) year period from the date of an termination. The foregoing shall serve as RegeneRx's entire liability and responsibility for claims of infringement claim, if it is commercially reasonable to do soarising out of the Bulk Active Material. RegeneRx shall not be liable for any other sums or amounts arising therefrom, and at its optionthat amount shall be the total amount payable to Defiante for claims of infringement against Defiante, Ricoh will either obtain the right as recited herein. RegeneRx shall not indemnify Defiante for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWother claims of infringement except as expressly stated hereunder.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, 7.1 Verizon shall at its expense defend and hold Subscriber harmless from indemnify Customer and any of its affiliates to whom the Services are being provided (the “Customer Indemnitees”), through and in the amount of final judgment or settlement of any claim, suit or other demand asserted against a Customer Indemnitee by any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred third party alleging that any Services or Deliverable as delivered by Subscriber arising from Verizon infringes a third party’s rights under any patent, copyright, trademark, or trade secret that arises under the law of the jurisdiction where the Services are performed or any Deliverable provided (an “IP Action”). 7.2 Verizon is under no obligation to defend or indemnify any Customer Indemnitee to the extent that such third party claim IP Action arises out of or relates to: (i) Verizon’s compliance with any Customer Indemnitee’s specifications where such Customer Indemnitee has requested that Services or a Deliverable be provided in a manner other than as generally provided by Verizon; (ii) a combination of the Services or Application, as delivered Deliverables by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright Customer Indemnitee or trademark, but only if, any third party (iother than Verizon) Subscriber notifies Ricoh in writing within thirty (30) days acting on behalf of any such claimCustomer Indemnitee with products, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and services or other materials or information not provided by Verizon; (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software a modification of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made Deliverable by any entity Customer Indemnitee or any third party (other than Ricoh, Verizon) acting on behalf of any Customer Indemnitee; (iiiiv) combination or a use of the Services or Application Deliverable that is inconsistent with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, this Agreement or related Services documentation; or (v) any additionInformation, change data, or modification of the functionality other content provided by a user of the Services or Application made at Subscriber’s requestDeliverable. To the extent that a third party IP Action arising out of or alleging one or more conditions stated in (i) through (v) is asserted against Verizon or any Verizon affiliate providing any of the Services (the “Verizon Indemnitees”), if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and Customer shall at its optionexpense defend and indemnify the Verizon Indemnitees in the amount of any final judgment or settlement thereof. 7.3 If the use of Services or Deliverables by a Customer Indemnitee is enjoined as a consequence of any such IP Action, Ricoh will either then Verizon shall, at its own expense take the following actions (i) obtain for the Customer Indemnitee the right for Subscriber to use continue using the Services affected Services, or will (ii) replace or modify the affected Services to make them so that they are functionally equivalent but non-infringing. If achievement of the foregoing is not commercially reasonable, and failing these options, Ricoh Verizon may terminate this Agreement or the license affected Services, without liability of either Party to the other, except for Customer’s obligation to pay for the affected Services delivered prior to termination. Verizon also may take any of the foregoing actions if the use of the Services by a Customer is or in Verizon’s judgment is likely to become subject to an IP Action. 7.4 An indemnified party under this Article shall: (i) provide prompt written notice of an IP Action to the indemnifying party (ii) cooperate with all reasonable requests of the indemnifying party, at the indemnifying party’s expense; and Subscriber will return (iii) surrender exclusive control to the indemnifying party of the defense and/or settlement of such IP Action. 7.5 This section 7 provides the sole and exclusive obligations and remedies of Verizon and Customer in connection with any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWthird party IP Action described in this section or which otherwise asserts a violation of a third party’s intellectual property rights.

Infringement Indemnity. Except as specifically provided below, Ricoh (a) Accenture will indemnify, defend and hold Subscriber harmless Client, any Client Affiliates and their respective employees, principals (partners, shareholders or other holders of an ownership interest, as the case may be) and agents from and against any and all liabilitiesLosses to any third party from claims that any Services, damages, costs and expenses Work Product or Accenture Software (including reasonable attorneys feesor the access or other rights thereto) incurred provided by Subscriber arising from Accenture to Client pursuant to this Agreement (i) infringes a copyright held by that third party perfected under United States statute; (ii) constitutes misappropriation or unlawful disclosure or use of a third party’s trade secrets; or (iii) infringes a valid United States patent issued to a third party claim that at the time a Deliverable is provided to Client or as of the applicable Services commencement date set forth in the applicable Services Agreement (collectively, “Infringement Claims”). (b) Client will indemnify, defend and hold harmless Accenture, any Accenture Affiliates and their respective employees, principals (partners, shareholders or Applicationother holders of an ownership interest, as delivered the case may be) and agents from and against any and all Losses arising from claims by Ricoh and used within third parties that any equipment, software (including Client-Owned Software), information or other resources or items (or the scope of access or other rights thereto) provided by Client to Accenture pursuant to this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, Agreement (i) Subscriber notifies Ricoh infringes a copyright held by that third party perfected under United States statute; (ii) constitutes misappropriation or unlawful disclosure or use of a third party’s trade secrets; or (iii) infringes a valid United States patent issued to a third party of which Client was or should have been aware of (collectively, “Infringement Claims”), subject to the terms of Section 15.3(e), below. (c) Notwithstanding anything to the contrary herein, neither Party will have any liability or obligation to the other Party, such other Party’s Affiliates or any other Person under paragraph (a) or (b) above to the extent that the Infringement Claim is based upon (i) modifications to any item made by or on behalf of the indemnitee in writing within thirty (30) days of any such claima manner that causes the infringement, (ii) Ricoh shall have full control use of any item in combination with any hardware, software or other products or services in a manner that causes the infringement and where such combination was not within the reasonable contemplation of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform Parties given the above. Notwithstanding intended use of the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricohitem, (iii) combination the failure of a Party to use corrections or use of enhancements to such deliverables that are made available by the Services or Application with other productsParty, (iv) use of an outdated version of detailed, non-discretionary designs or specifications provided by the Ancillary Software when Ricoh has made available an updated version indemnitee that does not infringenecessarily caused such Infringement Claim, or (v) any additionthe indemnitee’s distribution, change marketing or modification use for the benefit of third parties (other than to provide Services to the functionality Client hereunder or Client’s use in the ordinary course of business for the Services or Application made at Subscriber’s requestbenefit of customers, if such claim would which for the avoidance of doubt will not have arisen but for such functionality. In include the event provision of an infringement claim, if it is commercially reasonable services similar to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to third parties)) of the deliverable or item. In addition, Accenture will not be liable for claims of infringement arising from or related to the provision of help desk services, call center services or automated attendant services using computer telephony integration. (d) If any deliverable, item or Service provided by a Party hereunder is, or in such Party’s reasonable judgment is likely to become, the subject of an Infringement Claim, the providing Party, at its expense and in addition to defending the claim and paying damages as required by (a) or (b) above, will use reasonable efforts to procure for the other Party the right to use and continue using such deliverable or replace it with a non-infringing equivalent or modify it to make them its use hereunder non-infringing, provided that such replacement or modification does not result in a degradation of the performance or quality of the deliverable. If such option is not available on commercially reasonable terms in the providing Party’s good faith judgment, the providing Party will so notify the other Party, whereupon (A) the other Party will cease use of such deliverable or Service and failing these optionsreturn it to the providing Party and (B) the Parties will equitably adjust the Service Charges to reflect the added expenses or discontinuation of Services. In such event, Ricoh may terminate the license Parties will seek to establish mutually acceptable alternative arrangements and Subscriber will return to make any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWappropriate adjustments to their respective obligations under this Agreement through the execution of a Change Request pursuant to Section 8.9. (e) The foregoing provisions of this Section 15.3 constitute the Parties’ sole and exclusive remedies and each Party’s entire liability with respect to infringement claims.

Infringement Indemnity. Except as specifically provided belowa. Subject to Section 4.b, Ricoh will indemnify4.c, and 4.d, Ariba agrees, at its own expense, to defend and hold Subscriber harmless You (or at Ariba's option, settle) from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred claim or action instituted by Subscriber arising from a third party claim against You that the Services or Application, as delivered by Ricoh and Network used within in accordance with the scope of this Agreement, Documentation infringe any existing domestic United States patent, copyright copyright, trade secret, or trademarkother proprietary right of a third party ("IP Claim"), but only if, provided that You: (ia) Subscriber notifies Ricoh promptly notify Ariba in writing within thirty (30) days of any such claimIP Claim; (b) permit Ariba to control and direct the investigation, (ii) Ricoh shall have full control preparation, defense and settlement of the defense and all related settlement negotiations, IP Claim; and (iiic) Subscriber shall provide Ricoh with assistanceassist and fully cooperate in the defense of same. Ariba agrees to pay any final award of damages assessed against you resulting from such IP Claim, information including any awarded costs and authority necessary attorneys' fees, or any settlement amount agreed to perform the aboveby Ariba in writing. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation Ariba will not be responsible for any claim relating settlement it does not approve in writing prior to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use such settlement. b. Following notice of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeIP Claim or any facts which may give rise to such IP Claim, or (v) any additionAriba may, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, in its sole discretion and at its option, Ricoh will either obtain (a) procure for You the right for Subscriber to continue to use the Services or will Network, (b) replace the Network, (c) modify the Services Network to make them non-infringing, or (d) terminate your Network Use. c. In no event will Ariba have any obligations under this Section 4 or any liability for any claim or action if the IP Claim is caused by, or results from: (a) Your combination or use of the Network with non-Ariba software or services, products or data, if such IP Claim would have been avoided by the non-combined or independent use of the Network, (b) modification of the Network by anyone other than Ariba if such IP Claim would have been avoided by use of the unmodified Network, (c) Your continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement, (d) Your use of the Network in a manner not strictly in accordance with this Agreement, or (e) Ariba's modification of the Network in compliance with Your specifications.. You will defend, or at its option settle, and failing these options, Ricoh may terminate indemnify Ariba for any claims referred to in this subsection in the license and Subscriber will return any Ancillary Software. same manner as provided above. d. THE REMEDIES ABOVE ARE THE FOREGOING STATES ARIBA'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDIES REMEDY FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWRIGHTS INFRINGEMENT.

Infringement Indemnity. Except as specifically provided belowDelinea will defend, Ricoh will indemnify, defend indemnify and hold Subscriber Customer harmless from and against any claim brought by a third party to the extent it alleges that a Solution for which Customer has fully-paid up the applicable SaaS Subscription and Licensed Software Fees directly infringes any US patent, US copyright or US trademark, or misappropriates any trade secret, of that third party (“Infringement Claim”), and will pay all liabilitiescosts, damages, costs damages and expenses (including reasonable attorneys attorneys’ fees) incurred finally awarded against Customer by Subscriber a court of competent jurisdiction, or agreed to in a written settlement agreement signed by Delinea, arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control out of the defense and all related settlement negotiationsInfringement Claim. i. Notwithstanding Section 13(A), and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have Delinea has no indemnity obligation or liability for any claim relating to Infringement Claim based on (ia) the use of a superseded or altered release of any software Solution if the infringement would have been avoided by the use of third partiesa current, including without limitationunaltered release of that Solution, any embedded open source (b) the modification of a Solution by anyone other than Delinea, (c) the use of a Solution other than in accordance with the MSLA, the applicable Ordering Document(s) or similar the Documentation, (d) the combination of a Solution with software, (ii) any modifications to hardware or cloud solutions not provided by Delinea where the Services or Application made by any entity other than Ricohcombination, (iii) combination or use of and not the Services or Application with other productsSolution alone, (iv) use of an outdated version of causes the Ancillary Software when Ricoh has made available an updated version that does not infringeinfringement, or (ve) any additionSolution provided for use on an Evaluation Use basis. ii. If a court of competent jurisdiction holds that Solution (or a portion of a Solution) infringes a third party’s intellectual property rights, change or modification if Delinea believes that a Solution may be subject to an Infringement Claim or held to infringe, Delinea may, in its sole discretion, replace or modify the Solution so that it is non-infringing but contains substantially similar functionality as the replaced or modified Solution, or obtain the right(s) for Customer to continue using the Solution. If Delinea elects not to take either of these actions for any reason, Delinea may terminate Customer’s SaaS Subscription or current Term for Licensed Software and Customer will receive a refund of the functionality unused portion of the SaaS Subscription or Licensed Software Fees that it has previously prepaid to Delinea for the terminated SaaS Subscription or Term for Licensed Software plus the unused portion of any prepaid Support Services or Application made at Subscriber’s requestFees for the year in which the termination takes place, if such claim would not have arisen but for such functionality. In provided that Customer first uninstalls the event of an infringement claimLicensed Software, if it is commercially reasonable to do soreturns all applicable license keys, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringingcompletes all other reasonable termination requirements imposed by Delinea. iii. This Section 13(A) sets out Customer’s sole and exclusive remedies, and failing these optionsDelinea’s entire liability, Ricoh may terminate for infringement or misappropriation of intellectual property rights of any kind arising out of the license and Subscriber will return MSLA, any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWOrdering Document, or applicable Documentation.

Infringement Indemnity. Except as specifically provided belowIf a claim is made or an action brought asserting that the Software infringes a copyright or trade secret, Ricoh Bombich Software will indemnify, defend indemnify you and hold Subscriber you harmless from against such claim and against any damages finally awarded or agreed to in settlement and all liabilitiescosts reasonably incurred, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim provided that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, Bombich Software (i) Subscriber notifies Ricoh in writing within thirty (30) days is given prompt written notice of any such the claim, and full cooperation and assistance in its defense or settlement, by you, and (ii) Ricoh shall have full has sole control of the defense and all related settlement negotiations; however, Bombich Software may not settle the claim in a manner that imposes material duties or restrictions on you without your consent, not to be unreasonably withheld. If the Software becomes, or in Bombich Software’s opinion is likely to become, the subject of such a claim, Bombich Software may, at its expense and option, either procure the right for you to continue using the Software, or replace or modify it so that it becomes non-infringing (iii) Subscriber shall provide Ricoh with assistanceyet contains comparable functionality); provided that if neither of the foregoing alternatives is available on terms that Bombich Software deems reasonable, information you will return the affected Software promptly upon Bombich Software’s request and authority necessary to perform receive a refund of the abovelicense fees you paid for the affected item. Notwithstanding the foregoing, Ricoh Bombich Software shall have no indemnity obligation liability for any claim relating to based upon (i) the combination, operation or use of any Software with equipment, software or data not supplied by Bombich Software, if the claim would have been avoided by use of third partiesother equipment, including without limitation, any embedded open source software or similar softwaredata, (ii) any modifications to features of the Services Software designed or Application made contributed by any entity other than Ricohyou, (iii) combination modification of any Software by persons other than Bombich Software, or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Softwareexcept strictly as permitted by this License. THE REMEDIES ABOVE ARE THE SOLE FOREGOING STATES YOUR EXCLUSIVE REMEDY AND EXCLUSIVE REMEDIES FOR RICOHBOMBICH SOFTWARE’S BREACH ENTIRE OBLIGATION WITH RESPECT TO ANY CLAIMS OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT INFRINGEMENT OR IMPOSED OR IMPLIED BY LAWMISAPPROPRIATION OF THIRD PARTY RIGHTS.

Infringement Indemnity. 14.01 SDT will defend, at its expense, any action brought against Hawaiian and/or Hawaiian's employees, officers, directors, Affiliates, agents and contractors, to the extent that such action is based on a claim of direct infringement of any duly issued United States patent, or infringement of any copyright established in the United States resulting from the supply to Hawaiian by SDT, or the use by Hawaiian, of the Software as Delivered ("Infringement"). SDT shall pay all damages and costs finally awarded against Hawaiian and/or Hawaiian's employees, officers, directors, Affiliates, agents and contractors which are attributable to such Infringement, provided that SDT is promptly informed in writing and furnished a copy of each communication, notice or other action relating to the alleged Infringement and is given authority, information and assistance necessary to defend or settle such claim. SDT's indemnity obligation shall be limited to the extent that Hawaiian's and/or Hawaiian's employees, officers, directors, Affiliates, agents and contractors failure to perform the above has prejudiced SDT's position regarding such Infringement. 14.02 Should the Software as Delivered by SDT hereunder become, or in SDT's opinion be likely to become the subject of a claim of Infringement, then SDT may, at its option and expense; (a) procure for Hawaiian the right to use the Software free of any liability for Infringement; (b) replace or modify the Software with a non-Infringing substitute otherwise conforming in all material respects with the functionality identified in Exhibit A, or (c) repurchase the Software for its depreciated value, and thereby be released from all liabilities with respect thereto. SDT shall not be obligated to defend, or be liable for costs and damages, if the Infringement arises out of (x) use of the Software in combination with or in addition to the equipment or computer programs not in the Implementation Plan, (y) a breach of this Agreement by Hawaiian or modification of the Software by Hawaiian or a third party which was not approved by SDT. The indemnity obligation stated in this Article XV with respect to SDT shall reciprocally apply to Hawaiian in the event of a claim arising under circumstances covered under (x)-(y). 14.03 Except as specifically expressly provided belowfor in this Article XIV, Ricoh will indemnifyHawaiian shall defend, defend indemnify and hold Subscriber harmless SDT from and against any and all liabilitiesclaims or causes of action arising out of Hawaiian's or Hawaiian's employees, damagesofficers, costs directors, Affiliates, agents or contractors use of the Software, and pay any and all damages and expenses (including reasonable attorneys fees) fees incurred by Subscriber arising from a third party claim that the Services or ApplicationSDT) in connection therewith, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control regardless of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use circumstances of the Services claim or Application with other productsdamage, (iv) use excluding those circumstances arising out of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeSDT's negligence, gross negligence or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWwilful misconduct.

Infringement Indemnity. Except (a) StarMedia agrees, at its own expense, to defend or at its option to settle any claim or action brought by any third party against the Company or any of its Affiliates on the issue of infringement of any Intellectual Property Right by Company's or any such Affiliate's use of any Technology provided by StarMedia (to the extent that Company or such Affiliate has been granted the right to use such Technology hereunder or under the WIS Software License Agreement and Participating Affiliate WIS Software Sublicense Agreement (as specifically defined in the Operating Agreement)) or display of any content furnished by StarMedia (and not provided belowby the Company or any Participating Affiliates) (including, Ricoh will indemnifywithout limitation, defend the Production Work), or by StarMedia's use of any such Technology or provision of such content to provide the MAP Service, and hold Subscriber harmless from to indemnify the Company and its Affiliates against any and all liabilitiesdamages and costs, damagesincluding legal fees, costs that a court awards against the Company and expenses each such Affiliate, or that are paid in settlement in accordance with this Section 4.7, and any Termination Loss incurred in the event of the applicability of Section 4.7 (including reasonable attorneys feesb)(2) incurred by Subscriber arising from a third party below (as such term is defined therein), PROVIDED, THAT the Company provides StarMedia with prompt notice of the assertion of any such claim that and the Services or Applicationopportunity to control the defense and/or settlement thereof, as delivered by Ricoh and used within PROVIDED FURTHER THAT, notwithstanding anything to the scope of contrary set forth in this Agreement, infringe any existing domestic patentin no event shall the total aggregate liability of StarMedia and its Affiliates to provide indemnification to the Company and its Affiliates pursuant to this Section 4.7 and Section 4.2 of each Operating Agreement, copyright or trademarkotherwise, but only iffor infringement of third-party intellectual property rights, exceed the amount of fifty million dollars (iU.S.$50,000,000) Subscriber notifies Ricoh in writing within thirty (30the "CAP"), except that (A) days the amount of any such claim, payments made by StarMedia pursuant to Section 4.7 (iib)(1) Ricoh below or withheld from StarMedia pursuant to Section 4.7 (b)(2) below shall have full control of not be counted in accounting for the defense and all related settlement negotiationsCap, and (iiiB) Subscriber the Cap shall provide Ricoh not apply with assistance, information and authority necessary respect to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating for infringement of third-party Intellectual Property Rights of which StarMedia had knowledge as of the Effective Date but failed to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications disclose to the Services Company at or Application made by prior to the Effective Date. StarMedia shall not enter into any entity other than Ricohsettlement, (iii) combination or use admit any liability on behalf of the Services Company or Application with other productsany Affiliate, (iv) use of an outdated version or consent to any adverse judgment that would adversely affect the rights, interest or business of the Ancillary Software when Ricoh has made available an updated version that does not infringe, Company or (v) any addition, change or modification Affiliate without the prior written consent of the functionality of Company and/or the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWapplicable Affiliate(s).

Infringement Indemnity. Except as specifically provided belowInterWorld, Ricoh will indemnifyat its own expense, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, shall: (i) Subscriber notifies Ricoh in writing within thirty (30) days defend, or at its option, settle any claim or suit against Client on the bases of infringement of any such claimtrademark, copyright, trade secret or United States patent ("Intellectual Property Right") by the Software or use thereof, and (ii) Ricoh shall have full pay all damages and expenses finally awarded by a court against Client as a result of such claim or any settlement thereof, provided that: (a) InterWorld has sole control of the defense and all related settlement negotiationsand/or settlement, and (iiib) Subscriber Client promptly notifies InterWorld of such claim, and (c) Client cooperates with InterWorld in the defense of such claim or any related settlement (Client shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation be reimbursed for any reasonable out-of-pocket expenses). If the Software is alleged to be infringing or is enjoined, InterWorld shall, at its expense, defend such claim relating and do one of the following: (A) procure for the Client the right to use the Software; (iB) replace the Software or affected part thereof with other suitable software; or (C) modify the Software or the affected part thereof to make it non-infringing. If the foregoing is not commercially reasonable, InterWorld shall terminate this Agreement and refund the unamortized aggregate payments made by Client for the Software or affected part thereof. InterWorld shall not have any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications obligations under this Section 11 to the Services or Application made by any entity other than Ricoh, extent a claim is based upon (iii) combination or use of the Services or Application with other products, (ivI) use of an outdated any altered version of the Ancillary Software, (II) use, operation or combination of the Software when Ricoh has made available an updated version that does on or with programs, data, equipment or documentation not infringeprovided by InterWorld, or (vIII) any additioninformation, change data, illustration, graphics, pictures, text or modification other content placed on the Web site by Client or any third party, and (IV) any activities of Client or its representatives after InterWorld has notified Client that such activities may result in the infringement of the functionality intellectual property rights of any third party. This Section 10 states the Services entire liability of InterWorld and the exclusive remedy of Client with respect to any alleged infringement by the Software or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWpart thereof.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend Sensus shall indemnify and hold Subscriber harmless Customer from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred judgment by Subscriber arising a court of competent jurisdiction or settlement reached from any litigation instituted against Customer by a third party claim which alleges that the Services AMI System provided hereunder infringes upon the patents or Applicationcopyrights of such third party, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh provided that Sensus shall have full the right to select counsel in such proceedings and control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the abovesuch proceedings. Notwithstanding the foregoing, Ricoh Sensus shall have no liability under this indemnity obligation for unless Customer cooperates with and assists Sensus in any such proceedings and gives Sensus written notice of any claim relating to hereunder within fourteen (14) days of receiving it. Further, Sensus shall have no liability hereunder if such claim is related to; (i) any software of change, modification or alteration made to the AMI System by Customer or a third partiesparty, including without limitationthough this does not include any change, any embedded open source modification or similar softwarealteration made by a Sensus Authorized Distributor, (ii) use of the AMI System in combination with any modifications to the Services goods or Application made services not provided by any entity other than RicohSensus hereunder, (iii) combination or Customer’s failure to use a supported version of the Services Software or Application with other productsto otherwise take any corrective action as reasonably directed by Sensus, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringecompliance by Sensus with any designs, specifications or instructions provided by Customer, or (v) any addition, change or modification use of the functionality of AMI System other than for the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityPermitted Use. In the event the AMI System is adjudicated to infringe a patent or copyright of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus, the AMI System is likely to become the subject of an infringement claim, if it is commercially reasonable to do soSensus, and at its optionsole discretion and expense, Ricoh will either obtain may; (i) procure for Customer the right for Subscriber to use continue using the Services AMI System or will (ii) modify or replace the Services to make them AMI System so that it becomes non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES REMEDY AND SENSUS’ ENTIRE LIABILITY FOR RICOH’S BREACH ANY CLAIM OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWINFRINGEMENT.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend Notwithstanding Sections 10.3 and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope 10.4 of this Agreement, infringe any existing domestic patentInterWorld, copyright or trademarkat its own expense, but only if, shall (i) Subscriber notifies Ricoh in writing within thirty (30) days defend, or at its option, settle any third party claim or suit against End User on the basis of infringement of any such claimtrademark, copyright, trade secret or United States patent ("Intellectual Property Right") by the Software or use thereof, and (ii) Ricoh shall have full pay all damages and expenses finally awarded by a court against End User as a result of such claim or any settlement thereof, provided that; (a) InterWorld has sole control of the defense and all related settlement negotiationsand/or settlement, and (iiib) Subscriber End User promptly notifies InterWorld of such claim, and (c) End User cooperates with InterWorld in the defense of such claim or any related settlement (End User shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation be reimbursed for any reasonable out-of-pocket expenses). If the Software is alleged to be infringing or is enjoined, InterWorld shall, at its expense, defend such claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use and do one of the Services or Application with other products, following: (ivA) use of an outdated version of procure for the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain End User the right for Subscriber to use the Services Software; (B) replace the Software or will affected part thereof with other suitable software; (C) modify the Services Software or the affected part thereof to make them it non-infringing; or (D) if the foregoing are not commercially feasible, and failing these options, Ricoh InterWorld may terminate the license and Subscriber will return any Ancillary to End User all license fees paid, prorated over a five (5) year from the date of delivery of the Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWInterWorld shall not have any obligations under this Section 11 to the extent a third party claim is based on: (I) use of any altered version of the Software not authorized in writing by InterWorld, (II) use, operation or combination of the Software on or with programs, data, equipment or documentation not provided by InterWorld, (III) any information, data, illustrations, graphics, pictures, text, or other content placed on the Web site by End User or any third party, and/or (IV) any activities of End User or its representatives after InterWorld has notified End User that such activities may result in the infringement of the intellectual property rights of any third party. This Section 11 states the entire liability of InterWorld and the exclusive remedy of End User with respect to any alleged infringement of third party rights by the Software or any part thereof.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic U.S. patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.

Infringement Indemnity. Except as specifically provided belowSybase, Ricoh will indemnifyat its own expense, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, agrees to (i) Subscriber notifies Ricoh in writing within thirty (30) days defend, or at its option settle, any claim or suit against You on the basis of infringement of any such claimcopyright, trade secret or United States patent (“Intellectual Property Rights”) by Your Use of the Program, and (ii) Ricoh shall have full pay any final judgment entered against You on such issue or any settlement thereof, provided (a) You give Sybase sole control of the defense and/or settlement; (b) You notify Sybase promptly in writing of each such claim or suit and give Sybase all related settlement negotiationsinformation known to You relating thereto, and (iiic) Subscriber shall provide Ricoh You cooperate with assistanceSybase in the settlement and/or defense. (You will be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Sybase.) If all or any part of the Program is, information or in the opinion of Sybase may become, the subject of any claim or suit for infringement of any Intellectual Property Rights, or in the event of any adjudication that the Program or any part thereof does infringe, or if Your Use of the Program or any part thereof is enjoined, Sybase, at its expense, may either: (1) procure for You the right to Use the Program or the affected part thereof; (2) replace the Program or affected part; (3) modify the Program or affected part to make it non-infringing; or (4) if none of the foregoing remedies are commercially and authority necessary to perform reasonably feasible, refund the abovelicense fees You paid for the Program or the affected part thereof. Notwithstanding the foregoing, Ricoh Sybase shall have no indemnity obligation for to the extent a claim is based upon (A) Use of any claim relating to version of the Program other than a current, unaltered version, if infringement would have been avoided by a current, unaltered version; (iB) any combination, operation or Use of the Program with software and/or hardware not delivered by Sybase if such infringement could have been avoided by not combining, operating or using of third partiesthe Program with such software and/or hardware, including without limitation, any embedded open source or similar software, (iiC) any modifications to the Services or Application Program which were not made by any entity other than Ricoh, (iii) combination or use Sybase. The above states the entire liability of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do soSybase, and at its optionYour exclusive remedy, Ricoh will either obtain with respect to any infringement or alleged infringement by the right for Subscriber to use the Services Program or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWpart thereof.

Infringement Indemnity. Except as specifically provided below, Ricoh (a) Reseller will indemnify, defend and hold Subscriber harmless from and indemnify Sublicensee against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim damages finally awarded in connection with any suit brought against Sublicensee that the Services or ApplicationStoreSense, as delivered by Ricoh furnished and used within the scope of this Agreement, infringe any existing domestic patentinfringes a copyright of a third party, copyright or trademark, but only if, provided that: (i) Subscriber Sublicensee notifies Ricoh Reseller in writing within thirty (30) 30 days of any such claimsuit, (ii) Ricoh shall have full Reseller has sole control of the defense and all related settlement negotiations, negotiations and (iii) Subscriber shall provide Ricoh Sublicensee provides Reseller with the assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh Reasonable out-of-pocket expenses incurred by Sublicensee in providing such assistance will be reimbursed by Reseller. (b) Reseller shall have no indemnity obligation liability for any claim relating to of infringement based on (i) any software use of third parties, including without limitation, any embedded open source a superseded or similar softwarealtered release of StoreSense if such infringement would have been avoided by the use of current unaltered releases of StoreSense, (ii) the combination, operation or use of any modifications to of StoreSense furnished under this Agreement with products or data not furnished by Reseller or products or data not approved by Reseller in writing for use with StoreSense if such infringement would have been avoided by the Services use of StoreSense without such products or Application made by any entity other than Ricoh, data or (iii) combination or the use of the Services or Application StoreSense other than in accordance with other products, Xxxxxx’x written manuals. (ivc) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claimStoreSense is held or is believed by Xxxxxx or Reseller to infringe any third party rights, if it is commercially reasonable to do soReseller or Xxxxxx shall have the option, and at its optionexpense, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services StoreSense to make them be non-infringing, . This Section states Sublicensee’s exclusive and failing these options, Ricoh may terminate the license entire remedy and Subscriber will return Reseller’s entire liability for any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWinfringement.

Infringement Indemnity. Except as specifically provided belowInterWorld, Ricoh will indemnifyat its own expense, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, shall (i) Subscriber notifies Ricoh in writing within thirty (30) days defend, or at its option, settle any claim or suit against Client on the basis of infringement of any such claimtrademark, copyright, trade secret or United States patent ("Intellectual Property Right") by the Software or use thereof, and (ii) Ricoh shall have full pay all damages and expenses finally awarded by a court against Client as a result of such claim or any settlement thereof, provided that: (a) InterWorld has sole control of the defense and all related settlement negotiationsand/or settlement, and (iiib) Subscriber Client promptly notifies InterWorld of such claim, and (c) Client cooperates with InterWorld in the defense of such claim or any related settlement. (Client shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation be reimbursed for any reasonable out-of-pocket expenses). If the Software a alleged to be infringing or is enjoined, InterWorld shall, at its expense, defend such claim relating and do one of the following: (A) procure for the Client the right to use the Software; (iB) replace the Software or affected part thereof with other suitable software; or (C) modify the Software or the affected part thereof to make it non-infringing. If the foregoing is not commercially reasonable, InterWorld shall terminate this Agreement and refund the unamortized aggregate payments made by Client for the Software or affected part thereof. InterWorld shall not have any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications obligations under this Section 11 to the Services or Application made by any entity other than Ricoh, extent a claim a based upon (iii) combination or use of the Services or Application with other products, (ivI) use of an outdated any altered version of the Ancillary Software, (II) use, operation a combination of the Software when Ricoh has made available an updated version that does on or with programs, data, equipment or documentation not infringeprovided by InterWorld, or (vIII) any additioninformation, change data, illustrations, graphics, pictures, text or modification other content placed on the Web site by Client or any third party, and (IV) any activities of Client or its representatives after InterWorld has notified Client that such activities may result in the infringement of the functionality intellectual property rights of any third party. This Section 10 states the Services entire liability of InterWorld and the exclusive remedy of Client with respect to any alleged infringement by the Software or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWpart thereof.

Infringement Indemnity. Except (a) StarMedia agrees, at its own expense, to defend or at its option to settle any claim or action brought by any third party against the Company or any of its Affiliates on the issue of infringement of any Intellectual Property Right by Company's or any such Affiliate's use of any Technology provided by StarMedia (to the extent that Company or such Affiliate has been granted the right to use such Technology hereunder or under the WIS Software License Agreement and Participating Affiliate WIS Software Sublicense Agreement (as specifically defined in the Operating Agreement)) or display of any content furnished by StarMedia (and not provided belowby the Company or any Participating Affiliates) (including, Ricoh will indemnifywithout limitation, defend the Production Work), or by StarMedia's use of any such Technology or provision of such content to provide the MAP Service, and hold Subscriber harmless from to indemnify the Company and its Affiliates against any and all liabilitiesdamages and costs, damagesincluding legal fees, costs that a court awards against the Company and expenses each such Affiliate, or that are paid in settlement in accordance with this Section 4.7, and any Termination Loss incurred in the event of the applicability of Section 4.7 (including reasonable attorneys feesb)(2) incurred by Subscriber arising from a third party claim below (as such term is defined therein), provided, that the Services or ApplicationCompany provides StarMedia with prompt notice of the assertion of any such claim and the opportunity to control the defense and/or settlement thereof, as delivered by Ricoh and used within provided further that, notwithstanding anything to the scope of contrary set forth in this Agreement, infringe in no event shall the total aggregate liability of StarMedia and its Affiliates to provide indemnification to the Company and its Affiliates pursuant to this Section 4.7 and Section 4.2 of each Operating Agreement, or otherwise, for infringement of third-party intellectual property rights, exceed the amount of fifty million dollars (U.S.$50,000,000) (the "Cap"), except that (A) the amount of any existing domestic patentpayments made by StarMedia pursuant to Section 4.7 (b)(1) below or withheld from StarMedia pursuant to Section 4.7 (b)(2) below shall not be counted in accounting for the Cap, copyright and (B) the Cap shall not apply with respect to any claim for infringement of third-party Intellectual Property Rights of which StarMedia had knowledge as of the Effective Date but failed to disclose to the Company at or trademarkprior to the Effective Date. StarMedia shall not enter into any settlement, but only ifadmit any liability on behalf of the Company or any Affiliate, or consent to any adverse judgment that would adversely affect the rights, interest or business of the Company or any Affiliate without the prior written consent of the Company and/or the applicable Affiliate(s). (b) If the Technology or content used or displayed as contemplated hereunder, or any part thereof, becomes, or in StarMedia's reasonable opinion is likely to become, unavailable for use in accordance with this Agreement or any Operating Agreement, then StarMedia shall at its sole expense either: (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, procure the right to continue using same as contemplated hereunder; (ii) Ricoh modify same to render same non-infringing (provided such modification does not materially adversely affect such item); or (iii) replace same with a substantially equally suitable, functionally equivalent, compatible, non-infringing element. Provided, however, if none of the foregoing options are reasonably available and practicable: (1) And the Technology at issue is a single stand alone item of Non-Critical Technology (hereinafter defined), StarMedia shall have full control the right to immediately discontinue any such potentially infringing use of such item of Non-Critical Technology in connection with the defense MAP Service and, upon StarMedia's request, Company shall immediately discontinue any such potentially infringing use of such item of Non-Critical Technology in connection with the MAP Service, and StarMedia shall refund Company and its Applicable Affiliates in an amount equal to the lesser of (x) two hundred thousand dollars ($200,000) or (y) all related settlement negotiationsfees previously paid to StarMedia for such infringing Non-Critical Technology, and (iiias stated in Section 4.7 (a) Subscriber above) such amount shall provide Ricoh with assistancenot be included in any calculation of the Cap. "Non-Critical Technology", information and authority necessary to perform the above. Notwithstanding the foregoingas used herein, Ricoh shall have no indemnity obligation for any claim relating to mean Technology other than (i) any software of third parties, including without limitation, any embedded open source or similar software, Current Critical Technology; (ii) any modifications to the Services or Application made by any entity other than Ricoh, WIS Technology; (iii) combination Gen3 Technology; or use of the Services or Application with other products, (iv) use of an outdated version Technology, which alone or in combination with other Technology, is essential to the continued operation of the Ancillary Software when Ricoh has made available an updated version that does not infringeMAP Service. For the avoidance of doubt, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh StarMedia may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWonly one item of Non-Critical Technology as set forth in this Section 4.7(b)(1).

Infringement Indemnity. Except as specifically The Credit Administrator shall be responsible for obtaining, paying for, and abiding by all necessary licenses for any patented, copyrighted, or otherwise legally-protected Intellectual Property used by Credit Administrator in connection with the Services or Deliverables provided belowhereunder (such Services and Deliverables, Ricoh will indemnifythe “Products”). Further, defend subject to Section 5.6 (Limitation of Liability) of this Agreement, the Credit Administrator shall defend, indemnify and hold Subscriber harmless the Company and the Managing Member from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred Losses to the extent or arising out of or based on any allegation by Subscriber arising from a third party claim that any Products (or any portion thereof) infringe, misappropriate or violate any Intellectual Property of a third party, including, for the Services or Applicationavoidance of doubt, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary Losses arising from access to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services Technology Platform by any Authorized User as permitted hereunder (“Infringement”). Without limiting the foregoing, if the Company or Application the Managing Member’s use of any of the Products provided hereunder is prevented by injunction or found by a court of law to be infringing in any manner and to any degree, or is in the Credit Administrator's reasonable opinion likely to become so infringing, the Credit Administrator may, at the Credit Administrator's option and expense: (a) procure for the Company and the Managing Member the right to continue using such Products; (b) modify the Products in a manner acceptable to the Company and the Managing Member to become non-infringing; or (c) substitute other non-infringing Products that are acceptable to the Company and the Managing Member (the “Alternative Remedies”). The indemnity in this Section 5.4 does not cover claims or liability to the extent arising from: (1) the combination of the Credit Administrator's Products with other productsproducts or services not provided or authorized by the Credit Administrator, (iv2) use the modification of an outdated version of such Deliverables by any person other than the Ancillary Software when Ricoh has made available an updated version that does not infringeCredit Administrator except as expressly directed by the Credit Administrator, (3) designs, specifications, or other instructions to the extent provided by the Company and/or the Managing Member, or (v4) any additionthe Company and/or the Managing Member’s use of third-party provided systems, change materials, or modification work that the Company or the Managing Member obtained independently of this Agreement. Without limiting the functionality of the Services or Application made at Subscriber’s requestindemnity obligation in this Section 5.4, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if Credit Administrator determines that it is not commercially reasonable to do soaccomplish any of the Alternative Remedies, the Credit Administrator shall notify the Company and the Managing Member in writing of its determination, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh Credit Administrator may terminate the license relevant Service and Subscriber will return refund to the Company all fees paid to the Credit Administrator thereunder in respect of any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWof the Products relating to the Infringement.

Infringement Indemnity. Except (a) Extricity represents and warrants that to the best of its knowledge, the Extricity Product does not infringe, and that no claim has been made by any party that the Extricity Product infringes, any patent, copyright, trademark, trade secret or similar proprietary right of any third party ("intellectual property"). (b) Extricity will indemnify AspenTech against, and will defend or settle at Extricity's own expense, any action or other proceeding brought against AspenTech to the extent that it is based on a claim that the use of the Extricity Products as specifically provided belowlicensed in this Agreement infringes any copyright, Ricoh patent or intellectual property right of another party, or equivalent rights of any of the foregoing worldwide, or that any Extricity Product incorporates any misappropriated trade secrets, or the equivalent worldwide. Extricity will indemnify, defend and hold Subscriber harmless from and against pay any and all liabilitiescosts, damages, costs and expenses (including but not limited to reasonable attorneys attorneys' fees) incurred by Subscriber arising from a third party awarded against AspenTech in any such action or proceeding attributable to any such claim. Extricity will have no obligation under this Section as to any action, proceeding, or claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, unless: (i) Subscriber notifies Ricoh in writing within thirty (30) days Extricity is notified of any such claim, it promptly; (ii) Ricoh shall have full Extricity has sole control of the its defense and all related settlement negotiations, settlement; and (iii) Subscriber shall provide Ricoh AspenTech provides Extricity with assistancereasonable assistance in its defense and settlement. (c) If AspenTech's use of any Extricity Products under the terms of this Agreement is, information or in Extricity's reasonable opinion is likely to be, enjoined due to the type of infringement or misappropriation specified in subsection (a) above, then Extricity may, at its sole option and authority necessary to perform the above. Notwithstanding the foregoingexpense, Ricoh shall have no indemnity obligation for any claim relating to either: (i) any software Extricity Software 21 Proprietary and Confidential 22 SEC Exhibit 10.44 procure for AspenTech the right to continue using such Extricity Products under the terms of third parties, including without limitation, any embedded open source this Agreement; or similar software, (ii) any replace or modify such Extricity Products so that they are non-infringing and substantially equivalent in function to the enjoined Extricity Products; or (iii) if options (i) and (ii) above cannot be accomplished despite the reasonable efforts of Extricity, then Extricity shall refund all royalty, maintenance and license fees previously paid by AspenTech, and credit AspenTech for all fees accrued and not yet paid, for the infringing Extricity Product. (d) AspenTech shall be entitled to withhold and offset license and service revenue royalties from Extricity until the indemnity is paid in full. Such withholding and offset is not intended as AspenTech's sole remedy, but is in addition to AspenTech's other rights and remedies at law or in equity. (e) Extricity will have no obligations under this Section 17 with respect to infringement or misappropriation arising from modifications to the Services Extricity Products that were created solely by AspenTech or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWDistributors.

Infringement Indemnity. Except as specifically provided belowNotwithstanding any other provision hereof, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a this Section 6.5 shall govern the parties' indemnity rights in the event of third party intellectual property infringement claims asserted against a party or its customers and provides the exclusive remedy in the event of such claims. (a) Insofar as any claim that the Services for infringement of any third party's patent, copyright, trademark, trade name, other proprietary right, or Applicationunauthorized trade secret use is brought against HP or its customers, as delivered based solely on any Program or Documentation or any part thereof, furnished by Ricoh and used within the scope of Licensor under this Agreement, infringe Licensor will defend, or settle at Licensor's option, any existing domestic patentsuch claim. Licensor will have sole control of such defense or settlement and Licensor will be relieved of the foregoing obligations unless (1) Licensor is notified promptly in writing of such claim, copyright and (2) Licensor is given, by HP, authority, information and reasonable assistance (at Licensor's expense) to handle the claim or trademarkthe defense of any such suit or proceeding. Licensor agrees to pay all damages and costs awarded therein against HP and its customers arising out of any such claims. Licensor shall not be responsible for any cost or expenses incurred without Licensor's prior written consent. In case any Program or Documentation or any part thereof in such suit is held to constitute an infringement and its use is enjoined, but only ifLicensor shall, at its own expense and at its option: (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claimprocure for HP and its customers the right to continue use, or (ii) Ricoh shall have full control if applicable, replace the same with a non-infringing program and documentation of the defense equivalent function and all related settlement negotiationsperformance, and (iii) Subscriber modify them so they become non-infringing without detracting from function or performance, or (iv) request that HP remove the Programs, whereupon Licensor shall provide Ricoh with assistance, information refund all royalties and authority necessary to perform the aboveother fees paid therefor by HP. Notwithstanding the foregoing, Ricoh Licensor shall have no indemnity obligation responsibility for any claim relating to (i) any software claims arising from unauthorized modifications of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application a Program made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, HP if such claim would not have arisen but for such functionalitymodifications. In Confidential treatment has been requested with respect to the event omitted portions of an this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. (b) Insofar as any claim for infringement of any third party's patent, copyright, trademark, trade name, or proprietary right, or unauthorized trade secret use is brought again Licensor or its customers based solely on any HP Product (excluding any of Licensor's Programs or Documentation) or any part thereof, HP will defend, or settle at HP's option, any such claim. HP will have sole control of such defense or settlement and HP will be relieved of the foregoing obligations unless (1) HP is notified promptly in writing of such claim, and (2) HP is given, by Licensor, authority, information and reasonable assistance (at HP's expense) to handle the claim or the defense of any such suit or proceeding. HP agrees to pay all damages and costs awarded therein against Licensor and its customers arising out of any such claim. HP shall not be responsible for any cost or expenses incurred without HP's prior written consent. (c) Insofar as any claim for infringement of any third party's patent, copyright, trademark, trade name, other proprietary right, or unauthorized trade secret use is brought, other than third party claims described in Section 6.5(a) or 6.5(b), above, including without limitation any claim of infringement of third party intellectual property rights arising from any combination of Licensor's Program or Documentation with any HP Product, the parties shall meet and confer in an attempt to agree on the appropriate allocation of responsibility for costs and awards or losses arising from such third party claim. If the parties do not reach an agreement within ninety (90) days of both parties' receipt of notice of such a claim, or such other time as the parties may in writing agree, then the allocation of liability for costs and expenses arising from third party claims described in this Section 6.5(c) shall be determined by a court of competent jurisdiction, applying the law of the State of California and each party shall bear its proportionate share of such liability, if it is commercially reasonable to do soany, resulting from such claim in accordance with California law and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWdetermination of such court.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, Expert hereby agrees to defend and hold Subscriber hereby indemnifies AskMeNow and holds it harmless from and against any and all liabilitiesclaims, damageslosses, causes of action, costs and expenses (including reasonable attorneys attorneys’ fees) incurred which AskMeNow may incur by Subscriber arising from a third party reason of any claim that the Services Program infringe the copyright, patent or Applicationother intellectual property right of third parties, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, provided that: (ia) Subscriber AskMeNow notifies Ricoh Expert in writing within thirty (30) 30 days of any such the claim, ; (iib) Ricoh shall have full Expert has sole control of the defense and all related settlement negotiations, negotiations (provided that a settlement does not provide for the taking of any action by AskMeNow other than the cessation of the use of the Program and/or Services); and (iiic) Subscriber shall provide Ricoh AskMeNow provides Expert with reasonable assistance, information and authority necessary to assist Expert to perform the aboveExpert’s obligations under this Section. Notwithstanding the foregoing, Ricoh Expert will reimburse AskMeNow’s reasonable out-of-pocket expenses incurred in providing such assistance. Expert shall have no indemnity obligation liability for any claim relating or infringement based on use of a superseded or altered release of Program if the infringement would have been avoided by the use of a current unaltered release of the Program which Expert provides to AskMeNow. If the Program is held or is believed by Expert to infringe, Expert shall have the option, at its expense, to (ia) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications modify the Program to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, be noninfringing; or (vb) any addition, change or modification of obtain for AskMeNow a license to continue using the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityProgram. In the event of an infringement claim, if If it is not commercially reasonable to do so, and at its option, Ricoh will perform either obtain of the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these above options, Ricoh then Expert may terminate the license for the infringing Program and Subscriber will return refund the license and any Ancillary Softwareother fees paid for the Program and pay any balance of any damages due to a third party intellectual property holder that has asserted its rights against AskMeNow as a result of the use of the Program, Technical Support Services or Services. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWThis Section 5.3 states Expert’s entire liability and AskMeNow’s exclusive remedy for infringement.

Infringement Indemnity. Except as specifically provided belowXxxxxxxxx, Ricoh at its own expense, will indemnify, indemnify and defend and hold Subscriber harmless from and any action brought against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from Customer to the extent that it is based on a third party claim that the Services sfn® or Application, as delivered by Ricoh and any update of sfn® used within the scope of this Agreement, infringe Agreement infringes any existing domestic patent, patent or copyright or trademark, but only if, provided that (i) Subscriber notifies Ricoh Xxxxxxxxx is promptly notified in writing within thirty (30) days of any such claim, (ii) Ricoh Xxxxxxxxx shall have full the right to control the defence of the defense all such claims, lawsuits, and all related settlement negotiationsother proceedings, (iii) Customer shall in no event settle any such claim, lawsuit, or proceeding without Xxxxxxxxx’x prior written approval, and (iiiiv) Subscriber shall provide Ricoh Customer provides all reasonable assistance to Xxxxxxxxx in connection with assistance, information and authority necessary to perform the abovesuch claim. Notwithstanding the foregoing, Ricoh Xxxxxxxxx shall have no indemnity obligation liability for any claim relating to under this section if a claim for a patent or copyright infringement is based on the use of (i) any software a superseded or altered version of third partiessfn® if such infringement would have been avoided by use of the latest unaltered version of sfn®, including without limitation, any embedded open source or similar software, (ii) any modifications modification or enhancement to the Services or Application sfn® made by Customer or Authorised Users or any entity other than Ricohthird party, or (iii) sfn® in combination with any product, software, service or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does device not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityfurnished by Xxxxxxxxx. In the event of an that any third-party infringement claimclaim is made, if it is commercially reasonable to do soXxxxxxxxx may, in its sole election and at its option, Ricoh will either obtain expense: (i) procure for Customer the right for Subscriber to continue to use the Services sfn® pursuant to this Agreement; (ii) replace or will modify the Services sfn® to make them nonit non- infringing; or (iii) terminate this Agreement and refund to Customer any pre-infringingpaid but unused Software and Hosted Services fees, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Softwareas applicable. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWXxxxxxxxx shall have no other liability or obligation to Customer in respect of infringement of third-party intellectual property rights except as expressly set forth above.

Infringement Indemnity. Except as specifically provided belowCOMPANY will, Ricoh will indemnifyat its option, defend and hold Subscriber harmless from and or settle any action brought against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from Reseller to the extent that it is based upon a third party claim that the Services or ApplicationService, as delivered provided by Ricoh COMPANY to Reseller under this Agreement and used within the scope of this COMPANY’s Master Service Agreement, infringe infringes any existing domestic patent, patent or any copyright or trademarkmisappropriates any trade secret, but only ifand will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded against Reseller, provided that Reseller: (i) Subscriber promptly notifies Ricoh COMPANY in writing within thirty (30) days of any such the claim, ; (ii) Ricoh shall have full grants COMPANY sole control of the defense and all related settlement negotiations, of the claim; and (iii) Subscriber shall provide Ricoh provides COMPANY, at COMPANY’s expense, with all assistance, information and authority necessary reasonably required for the defense or settlement of the claim. If COMPANY reasonably believes the Service infringes on a third party’s intellectual property rights, then COMPANY will, at no additional cost to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to Reseller: (i) any software of third parties, including without limitation, any embedded open source or similar softwareprocure for Reseller the right to continue to use such Service, (ii) any modifications to replace the Services Service, or Application made by any entity other than Ricoh, (iii) combination or use modify the Service to avoid the alleged infringement. If none of the Services or Application with other productsare commercially reasonable, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh COMPANY may terminate the license for the allegedly infringing Service and Subscriber will return refund a prorated portion of the Fees paid by Reseller for the allegedly infringing Service based upon the period of time remaining the applicable subscription term of any Ancillary Softwareapplicable Purchase Order, whereupon such Purchase Order and applicable Service order form(s) shall automatically terminate. THE REMEDIES ABOVE ARE THE PROVISIONS OF THIS ARTICLE VI SET FORTH COMPANY’S SOLE AND EXCLUSIVE REMEDIES FOR RICOHOBLIGATIONS, AND XXXXXXXX’S BREACH SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWKIND.

Infringement Indemnity. Except as specifically 8.1.1 If any aspect of any Product becomes the subject of any claim, action, or proceeding by a third party alleging Intellectual Property infringement, VENDOR shall, within 90 days, at VENDOR's option and expense (a) obtain a license permitting LEICA to exercise all rights granted to it under this Agreement or (b) modify the Product to render it noninfringing. In addition, LEICA may, without limiting its remedies, and without any liability to VENDOR whatsoever, and at its sole and absolute discretion, suspend purchases of the Products from VENDOR immediately. Notwithstanding the foregoing, should VENDOR fail to accomplish either one of the foregoing solutions (set forth in clauses (a) and (b) above) within such 90-day period with respect to any such Intellectual Property infringement claim, action, or proceeding, LEICA may terminate this Agreement without limiting its remedies, without any liability whatsoever, and in its sole and absolute discretion. In addition, LEICA shall have the right to require VENDOR to repurchase (at the price paid by LEICA) any or all Products ordered by LEICA hereunder, provided below(i) LEICA furnishes VENDOR with the relevant open purchase orders (with respect to ordered Products not yet in LEICA inventory), Ricoh will indemnify(ii) the Products are in new condition and have not been used, defend and (iii) the Products are in their original packaging with all manuals and other materials. 8.1.2 Provided that VENDOR receives prompt written notice of any Intellectual Property infringement claim, action, or proceeding, VENDOR shall indemnify and hold Subscriber harmless LEICA, its successors, and permitted assigns, and any of its officers, directors, employees, representatives, and/or agents, and each of them, from and against any and all claims, liabilities, losses, costs, damages, costs and expenses including, but not limited to (including a) any damages, losses, costs, and expenses payable to the third party claiming Intellectual Property infringement, (b) all of LEICA's reasonable attorneys fees) attorneys' fees and disbursements, settlement costs (provided that VENDOR has approved of such settlement in advance), judgments, court costs, and expenses incurred by Subscriber arising from a LEICA in any action or proceeding between VENDOR and LEICA and/or between LEICA and any third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only ifotherwise, (ic) Subscriber notifies Ricoh in writing within thirty (30) days reimbursement for the cost of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiationsProducts that can no longer be sold, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (id) any software other losses, costs, expenses, and damages incurred by LEICA arising out of third parties, including without limitation, or resulting from any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an Intellectual Property infringement claim, if it is commercially reasonable action, or proceeding between VENDOR and LEICA and/or between LEICA and any third party or otherwise. The failure of LEICA to do sogive prompt notice shall not result in the loss of indemnification unless VENDOR shall have been materially prejudiced thereby. 8.1.3 LEICA shall not be entitled to the foregoing Intellectual Property infringement indemnity from VENDOR to the extent that the Intellectual Property infringement claim, and at its optionaction, Ricoh will either obtain or proceeding arises or results in whole or in part from changes to the right for Subscriber to use the Services Products made by LEICA or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWthird party without VENDOR's authorization.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense defence and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.

Infringement Indemnity. Except as specifically provided below(a) Notwithstanding the foregoing, Ricoh Go2Group will indemnifydefend or settle, defend and hold Subscriber harmless from and at its expense, any action brought against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party Licensee based upon the claim that the Services or ApplicationSoftware, as delivered by Ricoh and if used within the scope of this AgreementLicense granted under this XXXX, directly infringe any existing domestic patenta registered United States, copyright European Union or trademarkCommonwealth patent or copyright; provided, but only ifhowever, that: (i) Subscriber notifies Ricoh Licensee shall notify Go2Group promptly in writing within thirty (30) days of any such claim, ; (ii) Ricoh Licensee shall have full control of the defense and all related not enter into any settlement negotiations, and or compromise any claim without Go2Group's prior written consent; (iii) Subscriber Go2Group shall have sole control of any such action and settlement negotiations; and (iv) Licensee shall provide Ricoh Go2Group with information and assistance, information at Go2Group's request and authority expense, necessary to perform settle or defend such claim. Go2Group agrees to pay all damages and costs finally awarded against Licensee attributable to such claim. The foregoing states the above. Notwithstanding sole liability of Go2Group and the foregoing, Ricoh shall have no indemnity obligation exclusive remedy of Licensee for any infringement of intellectual property rights by the Software or any other items provided by Go2Group hereunder. (b) If the Software becomes, or in the opinion of Go2Group may become, the subject of a claim relating to of infringement of any third party right, Go2Group may, at its option and in its discretion: (i) procure for Licensee the right to use the Software free of any software of third parties, including without limitation, any embedded open source or similar software, liability; (ii) replace or modify the Software to make it non-infringing; or (iii) refund the License Fee. (c) Licensee will defend or settle, at its expense, any action brought against Go2Group based upon the claim that any modifications to the Services Software or Application made by combination of the Software with products infringes or violates any entity other than Ricohthird party right; provided, however, that: (i) Go2Group shall notify Licensee promptly in writing of any such claim; (ii) Go2Group shall not enter into any settlement or compromise any such claim without Licensee's prior written consent; (iii) combination or use Licensee shall have sole control of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, action and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.settlement negotiations; and

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, (a) Company undertakes to defend and hold Subscriber harmless Reseller from and against any claim or action that the Products or the use of the Products by Reseller infringes the intellectual property rights of a third Party and shall fully indemnify and hold harmless Reseller from and against all liabilitiesdirect losses, damages, costs (including all reasonable legal fees) and expenses (including reasonable attorneys fees) incurred by Subscriber arising from awarded against Reseller as a third party result of any such claim that the Services or Application, action. Reseller agrees as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, a precondition to Company’s obligations hereunder that: (i) Subscriber notifies Ricoh it shall promptly notify Company in writing within thirty (30) days upon becoming aware of any such claim, claim or action; (ii) Ricoh it shall have full control not make any admission as to liability or compromise or agree to any settlement of any such claim or action without the defense and all related settlement negotiations, prior written consent of Company; and (iii) Subscriber shall provide Ricoh Company shall, at its own expense, be entitled to exclusively conduct or settle all negotiations and litigation arising from any such claim or action and Reseller shall, at Company’s request and expense, give Company all reasonable assistance in connection with assistancethose negotiations and such litigation. (b) If Xxxxxxxx’s use of any of the Software hereunder is, information or in Company's opinion is likely to be, enjoined due to the type of infringement specified in the paragraph above, Company may, at its sole option and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to expense: (i) any software procure for Reseller the right to continue using such Software under the terms of third parties, including without limitation, any embedded open source or similar software, this Agreement; (ii) any modifications replace or modify such Software so that it is non-infringing and substantially equivalent in function to the Services enjoined Software; or Application made by any entity other than Ricoh, (iii) combination if options (i) and (ii) above cannot be accomplished despite Company's reasonable efforts, then Company may, at its expense, call back the applicable Software and, if applicable, terminate the MSA/license therefor. Reseller will cooperate with Company in any such recall. (c) Notwithstanding the terms above, Company will have no liability for any infringement claim of any kind to the extent it results from: (i) modification of the Software made other than by Company; (ii) the combination, operation or use of any Software supplied hereunder with equipment, devices or software not supplied by Company to the Services extent such a claim would have been avoided if the Software were not used in such combination; (iii) intellectual property infringement arising as a result of Reseller's actions; or Application with other products, (iv) use failure of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber Reseller to use the Services or will modify the Services distribute updated or modified Software provided by Company to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Softwareavoid infringement. THE REMEDIES ABOVE ARE THE FOREGOING PROVISIONS OF THIS SECTION 5 SET FORTH COMPANY’S SOLE AND EXCLUSIVE REMEDIES FOR RICOHOBLIGATIONS, AND RESELLER’S BREACH SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWRIGHTS.

Infringement Indemnity. Except as specifically provided belowMaster Meter shall defend, Ricoh will indemnify, defend indemnify and hold Subscriber harmless Customer from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred judgment by Subscriber arising a court of competent jurisdiction or settlement reached from any litigation instituted against Customer by a third party claim which alleges that the Services AMI / AMR System provided hereunder infringes upon the patents or Applicationcopyrights of such third party, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh provided that Master Meter shall have full the right to select counsel in such proceedings and control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the abovesuch proceedings. Notwithstanding the foregoing, Ricoh Master Meter shall have no liability under this indemnity obligation for unless Customer cooperates with and assists Master Meter in any such proceedings and gives Master Meter written notice of any claim relating to hereunder within seven (7) days of receiving it. Further, Master Meter shall have no liability hereunder if such claim is related to; (i) any software of change, modification or alteration made to the AMI / AMR System by Customer or a third partiesparty, including without limitationthough this does not include any change, any embedded open source modification or similar softwarealteration made by a Master Meter Authorized Distributor, (ii) use of the AMI / AMR System in combination with any modifications to the Services goods or Application made services not provided by any entity other than RicohMaster Meter hereunder, (iii) combination or Customer’s failure to use a supported version of the Services Software or Application with other productsto otherwise take any corrective action as reasonably directed by Master Meter, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringecompliance by Master Meter with any designs, specifications or instructions provided by Customer, or (v) any addition, change or modification use of the functionality of AMI / AMR System other than for the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityPermitted Use. In the event the AMI / AMR System is adjudicated to infringe a patent or copyright of a third party and its use is enjoined, or, if in the reasonable opinion of Master Meter, the AMI / AMR System is likely to become the subject of an infringement claim, if it is commercially reasonable to do soMaster Meter, and at its optionsole discretion and expense, Ricoh will either obtain may; (i) procure for Customer the right for Subscriber to use continue using the Services AMI / AMR System or will (ii) modify or replace the Services to make them AMI / AMR System so that it becomes non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES REMEDY AND MASTER METER’S ENTIRE LIABILITY FOR RICOH’S BREACH ANY CLAIM OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWINFRINGEMENT.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend Sensus shall indemnify and hold Subscriber harmless Customer from and against any and all liabilitiesclaim, damagesaction, costs and expenses (including reasonable attorneys fees) incurred or proceeding against Customer in Canada by Subscriber arising from a third party claim which alleges that the Services FlexNet System provided hereunder infringes upon the patents or Applicationcopyrights of such third party, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh provided that Sensus shall have full the right to select counsel in such proceedings and control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the abovesuch proceedings. Notwithstanding the foregoing, Ricoh Sensus shall have no liability under this indemnity obligation for unless Customer cooperates with and assists Sensus in any such proceedings and gives Xxxxxx written notice of any claim relating to hereunder within fourteen (14) days of receiving it. Further, Sensus shall have no liability hereunder if such claim is related to; (i) any software of change, modification or alteration made to the FlexNet System by Customer or a third parties, including without limitation, any embedded open source or similar softwareparty, (ii) use of the FlexNet System in combination with any modifications to the Services goods or Application made services not provided by any entity other than RicohSensus hereunder, (iii) combination or Customer’s failure to use the most recent version of the Services Software or Application with other productsto otherwise take any corrective action as reasonably directed by Xxxxxx, (iv) use of compliance by Sensus with any designs, specifications or instructions provided by Customer or compliance by Sensus with an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeindustry standard, or (v) any addition, change or modification use of the functionality of FlexNet System other than for the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityPermitted Use. In the event the FlexNet System is adjudicated to infringe a patent or copyright of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus, the FlexNet System is likely to become the subject of an infringement claim, if it is commercially reasonable to do soSensus, and at its optionsole discretion and expense, Ricoh will either obtain may; (i) procure for Customer the right for Subscriber to use continue using the Services FlexNet System or will (ii) modify or replace the Services to make them FlexNet System so that it becomes non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES REMEDY AND SENSUS’ ENTIRE LIABILITY FOR RICOH’S BREACH ANY CLAIM OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWINFRINGEMENT.

Infringement Indemnity. Except 10.1 The Contractor will defend or settle at its expense a claim or suit brought by a third party against the City arising out of a claim asserting that the services, work, repair, materials or other deliverables (“deliverables” hereafter) provided by the Contractor under the Contract Documents (if any) infringes any U.S. copyright or any U.S. patent or misappropriates a trade secret. The Contractor will indemnify and hold harmless the City against and from damages, costs, and attorneys’ fees, if any and at all levels of trial and appeal or mediation or arbitration, finally awarded in such suit or the amount of the settlement thereof; provided that (i) the Contractor is promptly notified in writing of such claim or suit, (ii) the Contractor will have the sole control of the defense and settlement thereof, and (iii) City furnishes the Contractor, on reasonable request, information available to City for such defense. The City will not admit any such claim without prior consent of the Contractor. a. In the event of a claim of infringement, the Contractor shall, at its option: 1. procure for City the right to continue using the deliverables provided under the Contract Documents; or 2. replace or modify the deliverables so that the same becomes non-infringing but substantially equivalent in functionality and performance. 3. If neither of the above actions is reasonably feasible, the Contractor will refund to City the fee actually paid by City under the Contract Documents (as specifically amortized on a straight- line basis over the time in which the City was able to use the deliverables. b. The Contractor will have no obligation under this section for infringement if and to the extent that such claim arises from: 1. modification of the deliverables other than by the Contractor or by its recommendation; or 2. combination of the deliverables with products other than those supplied by the Contractor; and, 3. the alleged infringement or misappropriation relates to such modification or combination. c. The Contractor will also not have any indemnification obligation with respect to a claim: (i) if it has provided below, Ricoh will City with reasonable changes that would have avoided the problem and the reasonable changes are not fully implemented by City within a reasonable time or (ii) arising out use of the deliverables not in accordance with the Contract Documents. d. The Contractor’s obligation to indemnify, defend and hold Subscriber harmless from shall remain in effect and against any and all liabilitiesshall be binding upon the Contractor whether such injury or damage shall accrue, damagesor may be discovered, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services before or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright after termination or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control expiration of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWContract Documents.

Infringement Indemnity. Except as specifically provided belowa) If an action is brought against you claiming that the Software infringes any United States patent or worldwide copyright or trade secret rights of a third party, Ricoh will indemnify, defend XcelleNet shall indemnify you and hold Subscriber you harmless from against all damages and costs awarded against any and all liabilitiesyou, damagesor settlements entered into by XcelleNet on your behalf, costs and expenses (including reasonable attorneys feesin the action, subject to Section 6(b) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, . (i) Subscriber notifies Ricoh You notify XcelleNet promptly and in writing within thirty upon learning that the claim might be asserted: (30ii) days XcelleNet is given sole control of any proceedings or negotiations in connection with the claim; (iii) you take no action that in XcelleNet's judgment, materially impairs XcelleNet's defense of the claim; and (iv) you cooperate and assist in the defense or settlement of the claim, as reasonably requested by XcelleNet. b) In performing its indemnity obligations in Section 6(a), XcelleNet may, at its option and expense, either (i) substitute a substantially equivalent non- infringing item for the infringing item (ii) modify the infringing item so that it no longer infringes but remains functionally equivalent, or (iii) obtain for you the right to continue using such claimitem. If none of the foregoing is commercially practicable in XcelleNet's reasonable opinion, Xcellenet may terminate this Agreement and will accept a return of the infringing Software and refund to you the license fees applicable thereto less 1/60" of such amount for each month in which this Agreement has been in effect. The indemnity in Section 6(a) will not apply if and to the extent that the infringement claim results from (i) a correction or modification of the Software not provided by XcelleNet, (ii) Ricoh shall have full control of the defense and all related settlement negotiationsa failure to promptly install an update, and or (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application Software with other productsitems not provided by XcelleNet. c) NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityTHE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATION OF XCELLENET OR ANY DISTRIBUTOR. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH SUPPLIER OR AFFILIATE WITH RESPECT TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED RIGHT BY LAWTHE SOFTWARE.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend Sensus shall indemnify and hold Subscriber harmless Customer from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred judgment by Subscriber arising a court of competent jurisdiction or settlement reached from any litigation instituted against Customer by a third party claim which alleges that the Services AMI System provided hereunder infringes upon the patents or Applicationcopyrights of such third party, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh provided that Sensus shall have full the right to select counsel in such proceedings and control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the abovesuch proceedings. Notwithstanding the foregoing, Ricoh Sensus shall have no liability under this indemnity obligation for unless Customer cooperates with and assists Sensus in any such proceedings and gives Sensus written notice of any claim relating to hereunder within fourteen (14) days of receiving it. Further, Sensus shall have no liability hereunder if such claim is related to; (i) any software of change, modification or alteration made to the AMI System by Customer or a third parties, including without limitation, any embedded open source or similar softwareparty, (ii) use of the AMI System in combination with any modifications to the Services goods or Application made services not provided by any entity other than RicohSensus hereunder, (iii) combination or Customer’s failure to use the most recent version of the Services Software or Application with other productsto otherwise take any corrective action as reasonably directed by Sensus, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringecompliance by Sensus with any designs, specifications or instructions provided by Customer, or (v) any addition, change or modification use of the functionality of AMI System other than for the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityPermitted Use. In the event the AMI System is adjudicated to infringe a patent or copyright of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus, the AMI System is likely to become the subject of an infringement claim, if it is commercially reasonable to do soSensus, and at its optionsole discretion and expense, Ricoh will either obtain may; (i) procure for Customer the right for Subscriber to use continue using the Services AMI System or will (ii) modify or replace the Services to make them AMI System so that it becomes non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES REMEDY AND SENSUS’ ENTIRE LIABILITY FOR RICOH’S BREACH ANY CLAIM OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWINFRINGEMENT.

Infringement Indemnity. Except as specifically provided belowSentinelOne will indemnify Customer and Customer’s directors, Ricoh will indemnifyofficers, defend and hold Subscriber harmless employees, contractors, agents, or other authorized representatives (“Customer Indemnitees”) from and against any and all third-party claims, suits, actions or proceedings (each a “Claim”) alleging that Customer’s use of the Solutions infringes or misappropriates a third party’s valid Intellectual Property Right. SentinelOne’s sole indemnification obligations under this Section 9.1 shall be that SentinelOne will, at its expense, defend any such Claim by reason of Customer’s use of the Solutions as permitted hereunder, subject to the requirements of 28 U.S.C. §516 or, if Customer is a state or local government entity, the applicable state statute governing control of litigation, and pay damages, payments, deficiencies, fines, judgments, settlements, liabilities, damageslosses, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademarkincluding, but only ifnot limited to, (ireasonable attorneys’ fees, costs, penalties, interest and disbursements) Subscriber notifies Ricoh finally awarded by a court of competent jurisdiction or included in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related a settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made approved by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalitySentinelOne. In the event of an infringement claima Claim pursuant to this Section 9.1, if it is commercially reasonable to do soSentinelOne may, at SentinelOne’s option and at its optionSentinelOne’s expense: (i) obtain for Customer, Ricoh will either obtain the right to continue to exercise the license granted to Customer under this Agreement; (ii) substitute the allegedly infringing component for Subscriber to use the Services an equivalent non- infringing component; or will (iii) modify the Services Solutions to make them non-infringing. If (i), (ii), or (iii) is not obtainable on commercially reasonable terms, SentinelOne may terminate this Agreement, after providing Customer a reasonable time (no less than 30 days) to transition to an alternative solution, unless SentinelOne determines in its reasonable discretion that such use of the Solutions will likely result in infringement and in such case may terminate this Agreement effective immediately with concurrent written notice to Customer. In the event of a termination of this Agreement pursuant to this Section 9.1, all rights and licenses with respect to the Solutions will immediately cease. SentinelOne’s indemnification obligations do not extend to Claims arising from or relating to: (a) any negligent or willful misconduct of any Customer Indemnitees; (b) any combination of the Solutions (or any portion thereof) by any Customer Indemnitees or any third party with any equipment, software, data or any other materials where the infringement would not have occurred but for such combination, unless such combination is the customary, ordinary, and failing these optionsintended use of the Solutions; (c) any modification to the Solutions by any Customer Indemnitees or any third party where the infringement would not have occurred but for such modification; (d) the use of the Solutions by any Customer Indemnitees or any third party in a manner contrary to the terms of this Agreement where the infringement would not have occurred but for such use; or (e) the continued use of the Solutions after SentinelOne has provided a substantially equivalent non-infringing software or service. To the extent permitted by law, Ricoh may terminate the license and Subscriber will return this Section 9.1 states Customer’s exclusive remedy for any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWClaims.”

Infringement Indemnity. Except as specifically provided belowSentinelOne will defend MSSP and its directors, Ricoh will indemnifyofficers, defend and hold Subscriber harmless employees, contractors, agents, or other authorized representatives (“MSSP Indemnitees”) from and against any and all third party claims, suits, actions or proceedings (each a “Claim”), and indemnify MSSP Indemnitees from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, damageslosses, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademarkincluding, but only ifnot limited to, (ireasonable attorneys’ fees, costs, penalties, interest and disbursements) Subscriber notifies Ricoh that are awarded by a court of competent jurisdiction or included in writing within thirty (30) days a settlement approved, in advance and in writing, by SentinelOne resulting from Solution or Solutions MSSP Tools infringing any Intellectual Property Rights of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityparty. In the event of an infringement claima Claim pursuant to this Section, if it is commercially reasonable to do soSentinelOne may, at SentinelOne’s option and at its option, Ricoh will either SentinelOne’s expense: (a) obtain for MSSP the right to continue to exercise the license granted to MSSP under this Agreement; (b) substitute the allegedly infringing component for Subscriber to use the Services an equivalent non-infringing component; or will (c) modify the Services Solutions or Solutions MSSP Tools (as relevant) to make them non- infringing. If (a), (b), or (c) is not obtainable on commercially reasonable terms, SentinelOne may terminate this Agreement with respect to the relevant technology, effective immediately, by written notice to MSSP. In the event of a termination of this Agreement pursuant to this Section, all rights and licenses with respect to the relevant SentinelOne Solutions and Solutions MSSP Tools will immediately cease. SentinelOne’s indemnification obligations do not extend to Claims arising from or relating to: (i) any negligent or willful misconduct of any MSSP Indemnitees; (ii) any combination of the relevant SentinelOne Solutions or Solutions MSSP Tools (or any portion thereof) by any MSSP Indemnitees or any third party with any equipment, software, data or any other materials where the infringement would not have occurred but for such combination, unless such combination is the customary, ordinary, and intended use of the SentinelOne Solutions or Solutions MSSP Tools (each as relevant); (iii) any modification to the SentinelOne Solutions or Solutions MSSP Tools by any MSSP Indemnitees or any third party where the infringement would not have occurred but for such modification; (iv) the use of the SentinelOne Solutions or Solutions MSSP Tools by any MSSP Indemnitees or any third party in a manner contrary to the terms of this Agreement where the infringement would not have occurred but for such use; or (v) the continued use of the SentinelOne Solutions or Solutions MSSP Tools after SentinelOne has provided a substantially equivalent non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWinfringing replacements.

Infringement Indemnity. Except as specifically provided 10.1 Subject to the limitations below, Ricoh ActiveState will indemnify, defend and hold Subscriber harmless from and indemnify Customer against any judgment, including costs and all liabilities, direct damages, rendered by a court of competent jurisdiction, against Customer which definitively concludes that the Indemnified Distributions infringe an existing US copyright or misappropriates a trade secret of any third party. For the avoidance of doubt, ActiveState’s indemnity obligations hereunder shall only apply towards Indemnified Distributions. 10.2 Subject to the limitations below, ActiveState will defend and indemnify Customer against any actual or threatened claims, judgment, including costs and expenses (including reasonable attorneys fees) incurred direct damages rendered by Subscriber arising from a third party claim court of competent jurisdiction against Customer that the Services ActiveState Platform infringes an existing patent or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days misappropriates a trade secret of any third party. 10.3 Customer must provide written notice to ActiveState regarding the initiation of any such suit or proceeding, provide full authority, information, and assistance for defence, and permit ActiveState to assume defence upon ActiveState’s request. Customer agrees that ActiveState shall be relieved of its obligations under the Sections 10.1 and 10.2, unless Customer notifies ActiveState of such Claim within ten (10) calendar days after Customer’s receipt thereof and gives ActiveState the authority to proceed as contemplated herein and, at ActiveState’s expense (except as provided below), gives ActiveState the relevant information then in its possession and provides reasonable assistance to ActiveState, in ActiveState’s discretion, to settle and/or defend any such claim, (ii) Ricoh shall have full control . 10.4 If any part of the defense ActiveState Platform and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform Indemnified Distributions has become or in ActiveState’s opinion will become or has been determined by adjudication that it has become the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event subject of an infringement claim, then ActiveState may, at its sole option and expense either: i. procure for Customer the continued right to use the Service; ii. replace the Indemnified Distribution with other suitable and reasonably equivalent services or parts thereof so that the Services becomes non-infringing; iii. suitably modify the Indemnified Distributions so that the Service becomes non-infringing; or iv. if it is not commercially reasonable to do sotake the actions specified in items (i), (ii), or (iii), terminate this Agreement and Customer’s use. 10.5 ActiveState shall not be liable for any compromise entered or settlement made by Customer without ActiveState’s prior written consent. Notwithstanding anything to the contrary, ActiveState shall not be liable for any losses, costs, or damages, and at its optionCustomer will indemnify, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringingdefend, and failing these optionshold ActiveState harmless from any expenses, Ricoh may terminate damages, costs, or losses resulting from any suit or proceeding based upon a claim arising from: i. any modification to the license ActiveState Platform and Subscriber will return Indemnified Distributions by anyone except ActiveState; ii. use of other than a current or unaltered release of the Indemnified Distributions, or any Ancillary Softwareportion thereof available from ActiveState if such infringement would have been avoided by the use of a current or unaltered release of the Indemnified Distributions, or any portion thereof; or iii. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWuse of the services in any manner contrary to this Agreement. 10.6 Customer shall defend, indemnify, and hold harmless ActiveState against claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Customer’s use of the Service in an unlawful manner or any violation of this Agreement.

Infringement Indemnity. Except as specifically provided belowEach Party (the “Indemnifying Party”) will indemnify and defend the other Party, Ricoh will indemnifyits parents, defend subsidiaries, Affiliates, successors, and hold Subscriber harmless their directors, officers, employees, agents and representatives (collectively the “Indemnified Parties”), from and against any and all liabilitiesthird party claims, damagesdemands, costs lawsuits, judgments, fines, and expenses penalties (including reasonable attorneys feesinterest thereon and court costs) incurred caused by Subscriber arising from a third party claim that any Deliverable or Service (in which case, Coalfire is the Services Indemnifying Party) or ApplicationClient IP (in which case, as delivered by Ricoh Client is the Indemnifying Party) provided pursuant to this Agreement and used within the scope of this Agreementany Service Order (collectively, infringe any existing domestic patent, copyright or trademark, but only if“Indemnified Claims”), (i) Subscriber notifies Ricoh in writing within thirty (30) days infringes a third party’s copyright, trademark or U.S. patent existing as of any the date of delivery of such claimService, Deliverable or Client IP or (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the abovemisappropriates a third-party’s trade secrets. Notwithstanding the foregoing, Ricoh shall The Indemnifying Party will have no indemnity obligation for liability, however, to any claim relating Indemnified Party to the extent that the alleged infringement or misappropriation was caused by: (iI) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services any Service or Application Deliverable (made by or on behalf of Client in breach of this Agreement or any entity other than Ricoh, Service Order or without the consent of Coalfire) or Client IP (iiimade by or on behalf of Coalfire in breach of this Agreement or any Service Order or without the consent of Coalfire); (II) combination or use of the Services Service, Deliverable or Application Client IP in combination with any hardware, software or other productsproducts or services where such combination was not within the reasonable contemplation of the Parties; (III) the failure of an Indemnified Party to use corrections or enhancements to the Service, Deliverable or Client IP provided by the Indemnifying Party; (ivIV) specifications or direction provided by the Indemnified Party; or (V) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does Service, Deliverable or Client IP not infringeauthorized under this Agreement or the applicable Service Order. If any Service or Deliverable is, or (v) any additionin Coalfire’s opinion is likely to be, change or modification of the functionality of the Services or Application made at Subscriber’s requestheld to be infringing, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and Coalfire will at its expense and option, Ricoh will either obtain : (1) procure the right for Subscriber Client to use the Services or will continue using it; (2) replace it with a non-infringing equivalent; (3) modify the Services it to make them non-it non- infringing, ; or (4) direct the return of the Deliverable and failing these options, Ricoh may terminate refund to Client the license fees paid for such Deliverable or cease providing the Service and Subscriber will return refund to Client any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWprepaid fees for the affected Service that was to be provided after the date Coalfire ceases to provide the Service (as applicable).

Infringement Indemnity. Except as specifically provided belowSeaChange shall, Ricoh will indemnifyat its expense, defend defend, indemnify and hold Subscriber harmless Comcast from and against any and all liabilitiesclaim of infringement of any United States patents or copyrights by any Products manufactured or developed by SeaChange, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim provided that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh SeaChange is promptly informed in writing within thirty (30) days of any such claimclaim and furnished a copy of each communication, notice or other action relating to the alleged infringement, (ii) Ricoh SeaChange shall have full control of over the defense and negotiations for a settlement or compromise, (iii) SeaChange is given all related settlement negotiationsreasonable authority, information and assistance from Comcast (at SeaChange's expense) necessary to defend or settle such suit or proceeding, and (iiiiv) Subscriber shall provide Ricoh Comcast incurs no obligation or liability without the prior written consent of SeaChange. The foregoing obligation of SeaChange does not apply to Products or portions or components thereof (a) which are modified by persons or entities other than SeaChange (or persons or entities employed or contracted by SeaChange) if the alleged infringement relates to such modification unless such modification was recommended or approved by SeaChange or (b) combined with assistanceother products, information and authority necessary processes or materials not supplied or recommended by SeaChange where the alleged infringement relates to perform the abovesuch combination. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for If any claim relating that SeaChange is obligated to defend has occurred or, in SeaChange's opinion, is likely to occur, SeaChange may, at its option, either (i) any software of third parties, including without limitation, any embedded open source or similar softwareprocure for Comcast the right to continue to use the applicable Product, (ii) any modifications to the Services replace or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them Product so it becomes non-infringing, and failing these optionsor (iii) refund the undepreciated portion of the price paid by Comcast for such Product, Ricoh may terminate assuming a 60-month straight-line depreciation schedule. This Section states the license and Subscriber will return entire liability of SeaChange with respect to infringement of any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWcopyrights, patents, or other intellectual property rights by the Products.

Infringement Indemnity. Except as specifically provided below, Ricoh (a) Local Matters will indemnify, defend indemnify the Customer and hold Subscriber harmless from and against any and the Operating Companies (“Indemnified Entities”) on written demand in respect of all liabilitieslosses, damages, costs costs, expenses and expenses other liabilities (including with out limitation, reasonable attorneys legal and other professional fees) incurred by Subscriber arising from a or awarded against the Indemnified Entities in connection with any claim or action against an Indemnified Entity by any third party claim that the Services or Applicationpossession of the Software, as delivered by Ricoh and used within the scope of furnished under this Agreement, infringe whether in Executable Code or Source Code, by that Indemnified Entity or on its behalf by a Third-Party Service Provider infringes any existing domestic patent, copyright or trademark, but only if, Intellectual Property Rights of that third party (“IPR Claim”). (b) The Customer agrees: (i) Subscriber notifies Ricoh to notify Local Matters in writing on its own behalf or on behalf of any relevant Indemnified Entity as soon as reasonably practicable of any IPR Claim of which the Customer has notice, but in any event within thirty (30) 30 days of any Customer receiving notice of such claim, IPR Claim; and (ii) Ricoh Local Matters shall have full control be entitled at any time from notification to the Customer to assume the exclusive conduct of the defense IPR Claim and all related settlement negotiations, and (iii) Subscriber shall to provide Ricoh Local Matters with reasonable assistance, information and authority necessary to perform the aboveabove at Local Matter’s cost and expense. Notwithstanding Local Matters will keep the foregoingCustomer (and any other relevant Indemnified Entity) reasonably informed of the progress of the negotiations (c) The indemnity set out in subparagraph (a) of this Section 8 does not apply to, Ricoh and Local Matters shall have no indemnity obligation for liability for, any claim relating IPR Claim to the extent that the IPR Claim arises: (i) from the use of any software alteration of third parties, including without limitation, the Software made by any embedded open source party other than Local Matters or similar software, a party expressly authorized by Local Matters if such infringement would have been avoided by the use of unaltered Software; or (ii) any modifications to the Services or Application made by any entity other than Ricohcombination, (iii) combination operation or use of any of any Software furnished under this Agreement with products or data not furnished by Local Matters or products or data not approved by Local Matters in writing (such approval not to be unreasonably withheld or delayed) for use with the Services or Application with other products, (iv) Software if such infringement would have been avoided by the use of an outdated version the Software without such products or data. For avoidance of doubt, Software altered or modified by Local Matters or a party expressly authorized by Local Matters, will not fall into the exception under 8(c)(i). (d) If a Deliverable is held or is reasonably believed by Local Matters to infringe any third-party Intellectual Property Rights, Local Matters shall use commercially reasonable endeavors, at its cost and expense to: (i) obtain the rights for the Customer, each Operating Company and relevant Third-Party Service Provider to continue to possess and use that Deliverable in the manner permitted by this Agreement; or (ii) modify the infringing part of the Ancillary Software when Ricoh has made available an updated version Deliverable so as to avoid infringement but in such a way that does not infringe, it materially complies with the applicable Specifications. If Local Matters is unable to obtain such rights or (v) any addition, change or modification modify the infringing part of the functionality of the Services or Application made at Subscriber’s requestDeliverable in accordance with this subsection within a reasonable period (not exceeding 10 days), if such claim would not have arisen but for such functionality. In the event of an infringement claimthen either party shall be entitled, if it is commercially reasonable without prejudice to do soits other rights and remedies, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license affected Order Form and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWall licenses contained herein and Local Matters shall refund the License Fees already paid to Local Matters, depreciated on a four-year straight-line basis. (e) This Section 8 states the Customer’s and each Operating Company’s exclusive and entire remedy and Local Matters’ entire liability in connection with an IPR Claim.

Infringement Indemnity. Except as specifically provided belowVerity agrees to defend, Ricoh will indemnify, defend indemnity and hold Subscriber Customer harmless from and against any all settlements agreed to by Verity and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from damages awarded to a third party to the extent they arise out of a claim that the Services or Application, Products as delivered by Ricoh and used within to Customer infringe a U.S. copyright, U.S. Patent. Such obligation is subject to the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, following conditions: (i) Subscriber notifies Ricoh Customer shall notify Verity in writing within thirty (30) days of any such the date Customer first becomes aware of a claim, ; (ii) Ricoh shall have full Verity has sole control of the settlement, compromise, negotiation and defense and all related settlement negotiations, of any such action; and (iii) Subscriber Customer gives Verity all reasonably available information, assistance and authority, at Verity's reasonable expense, to enable Verity to do so. Verity may, at its option, obtain the right to continued use of the Products, substitute other equivalent software, or modify the Products so they are no longer infringing, or, if none of the foregoing remedies are commercially feasible, terminate Customer's right to the allegedly infringing Products and refund to Customer the amount which Customer has paid for such Products. The foregoing indemnity shall provide Ricoh not apply to any infringement claim arising from Products which have been modified by parties other than Verity or use of the Products in conjunction with assistanceother software or hardware where use with such other software or hardware gives rise to an infringement claim. THE FOREGOING STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS OF ANY KIND, information AND VERITY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF NONINFRINGEMENT. Customer agrees to defend, indemnify and authority necessary hold Verity harmless from all settlements agreed to perform by Customer and all costs and damages awarded to a third party to the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to extent they arise out of: (i) Customer's or its Subscribers use of any software product not provided by Verity but used in conjunction with the Product if such claim would have been avoided by exclusive use of third partiesthe Product, including without limitation, any embedded open source or similar software, (ii) any modifications to negligence, misrepresentation, or error or omission on the Services part of Customer or Application made by any entity other than Ricohrepresentatives of Customer, (iii) combination Customer's or use Subscribers' infringement of the Services any content providers intellectual property, or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeany claims, or (v) any addition, change express or modification of the functionality of the Services implied warranties or Application representations made at Subscriber’s request, if such claim would by Customer or Customer's employees or agents not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWauthorized by this Agreement.

Infringement Indemnity. Except as specifically provided below, Ricoh Boomi will indemnify, defend and hold Subscriber harmless Customer from and against any and all liabilitiesclaim, damagessuit, action, or proceeding brought against Customer by a third-party to the extent it is based on an allegation that the Boomi Services directly infringe any patent, copyright, trademark, or other proprietary right enforceable in the country in which Boomi has authorized Customer to use the Boomi Services, including, but not limited to the country to which the Boomi Services is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Boomi will pay (a) the resulting costs and expenses damages finally awarded against Customer by a court of competent jurisdiction to the extent that such are the result of the third-party Claim, or (including reasonable attorneys feesb) incurred the amounts stated in a written settlement negotiated and approved by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of Boomi. Boomi’s obligations under this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, Infringement Indemnity Section are conditioned upon Customer (i) Subscriber notifies Ricoh in writing within thirty (30) days giving prompt written notice of any such claimthe Claim to Boomi, (ii) Ricoh shall have full permitting Boomi to retain sole control of the investigation, defense and all related or settlement negotiationsof the Claim, and (iii) Subscriber shall provide Ricoh using all reasonable efforts to mitigate any actual or anticipated claims and providing Boomi with assistance, information cooperation and authority necessary to perform assistance as Boomi may reasonably request in connection with the aboveClaim. Notwithstanding the foregoing, Ricoh shall Boomi will have no indemnity obligation hereunder to defend Customer against any Claim (a) resulting from use of the Boomi Services other than as authorized by this Agreement, (b) resulting from a modification of the Boomi Services other than by Boomi, (c) to the extent the Claim arises from or is based on the use of the Boomi Services with other products, services, or data not supplied by Boomi if the infringement would not have occurred but for such use, (d) based on Customer’s use of a superseded or altered release of any claim relating code, document, service, product, or deliverable after Boomi has recommended discontinuation, if the infringement would have been avoided by use of a current or unaltered release made available to Customer, (e) if Customer is in material breach of this Agreement, or (f) based on any Boomi modifications made pursuant to instructions, designs, specifications or any other information provided by or on behalf of Customer, if any. If, as a result of a Claim or an injunction, Customer must stop using any portion of the Boomi Services (“Infringing Services”), Boomi may at its expense and option either (i) any software of third parties, including without limitation, any embedded open source or similar softwareobtain for Customer the right to continue using the Infringing Services, (ii) any modifications to replace the Infringing Services or Application made by any entity other than Ricohwith a functionally equivalent non- infringing Boomi Services, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Infringing Services to make them so that they are non-infringing, and failing these options, Ricoh may or (iv) terminate the license availability of the Infringing Services and Subscriber refund the unused pro-rated portion of any fees pre-paid by Customer allocable to such Infringing Services. To the extent that Boomi delivers any documentation, training materials, or other written materials or software to Customer for a fee under the Professional Services Addendum, such items will return any Ancillary Softwarebe treated as Boomi Services and will be within the scope of, and subject to the limits of, this Section. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWThis Section states Boomi’s entire liability and its sole and exclusive obligations for a Claim.

Infringement Indemnity. Except as specifically provided below, Ricoh NewRocket will indemnify, defend and hold Subscriber Client harmless from and any final judgment awarded against Client, or settlement to which NewRocket agrees, which provides that any and all liabilitiesDeliverable supplied by NewRocket infringes any intellectual property right of any third party, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, provided: (i) Subscriber Client promptly notifies Ricoh NewRocket in writing within thirty (30) days of any such the initial claim, ; and (ii) Ricoh shall have full NewRocket has the sole control of the defense of any action and all related negotiations for settlement negotiations, and (iii) Subscriber compromise. No part of this Agreement is intended or shall provide Ricoh with assistance, information and authority necessary augment any provisions provided in any license agreement to perform the aboveseparately licensed software. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for Should any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made Deliverable provided by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeNewRocket under this Agreement, or (v) the operation of any additionsuch Deliverable, change become, or modification in NewRocket’s opinion is likely to become, the subject of the functionality infringement of the Services or Application made any intellectual property right, NewRocket’s sole obligation and Client’s exclusive remedy under this Section shall be, at SubscriberNewRocket’s requestoption and expense, if such claim would not have arisen but either to procure for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain Client the right for Subscriber to use continue using the Services Deliverable, to replace or will modify the Services to make them Deliverable so that it becomes non-infringing, and failing these optionsor to grant Client a refund of the amounts paid by Client for that portion of the Deliverable. NewRocket shall have no responsibility for infringement to the extent the infringement results from (a) compliance with Client’s designs or instructions, Ricoh may terminate the license and Subscriber will return (b) a modification not authorised in writing by NewRocket, (c) use or combination of any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWDeliverables with third party software, equipment, or data, not provided by NewRocket, (d) non-licensed use by Client, (e) any third party software provided under this Agreement, or (f) open source technology incorporated in or provided with Services or Deliverables with Client’s consent.

Infringement Indemnity. Except as specifically provided belowWirespeed will at its cost and expense: (A) defend any claim asserted by a third party against Customer and Customer’s directors, Ricoh will indemnifyofficers, defend employees, contractors, agents, or other authorized representatives (“Customer Indemnitees”) to the extent alleging that the Solutions used in accordance with this Agreement infringe or misappropriate a third party’s valid Intellectual Property Right (“IP Claims”); and hold Subscriber harmless from (B) pay and against indemnify any and all liabilitieslosses, damages, liabilities, deficiencies, judgments, interest, awards, penalties, fines, costs and expenses (including reasonable attorneys attorneys’ fees) incurred ,), or expenses of whatever kind, that are agreed to in a settlement by Subscriber arising from Wirespeed or are finally awarded by a third party claim that the Services or Application, court of competent jurisdiction as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control a result of the defense and all related settlement negotiationsIP Claims (collectively, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality“Losses”). In the event of an infringement claimIP Claim pursuant to this Section 9.1, if it is commercially reasonable to do soWirespeed may, at Wirespeed’s option and at its optionWirespeed’s expense: (i) obtain for Customer, Ricoh will either obtain the right to continue to exercise the license granted to Customer under this Agreement; (ii) substitute the allegedly infringing component for Subscriber to use the Services an equivalent non-infringing component; or will (iii) modify the Services Solutions to make them non-infringing. If the options set forth in Section 9.1(i), (ii), or (iii) are not obtainable on commercially reasonable terms, Wirespeed may terminate this Agreement and will refund to Customer all prepaid Fees for the Solutions attributable to the Subscription Term (as outlined in the applicable Purchase Order) following the termination of this Agreement. Wirespeed’s indemnification obligations do not extend to IP Claims or Losses arising from or relating to: (a) any act or omission of any Customer Indemnitees in breach of the Agreement; (b) any combination of the Solutions (or any portion thereof) by any Customer Indemnitees or any third party with any equipment, software, data, or any other materials where the infringement would not have occurred but for such combination, unless such combination is the customary, ordinary, and failing these options, Ricoh may terminate intended use of the license and Subscriber will return Solutions; (c) any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWmodification to the Solutions by any Customer Indemnitees or any third party where the infringement would not have occurred but for such modification; (d) the use of the Solutions by any Customer Indemnitees or any third party in a manner contrary to the terms of this Agreement where the infringement would not have occurred but for such use; or (e) the continued use of the Solutions after Wirespeed has provided a substantially equivalent non-infringing software or service.

Infringement Indemnity. Except as specifically provided 10.1 Subject to the limitations below, Ricoh ActiveState will indemnify, defend and hold Subscriber harmless from and indemnify Customer against any judgment, including costs and all liabilities, direct damages, rendered by a court of competent jurisdiction, against Customer which definitively concludes that the Indemnified Distributions infringe an existing US copyright or misappropriates a trade secret of any third party. For the avoidance of doubt, ActiveState’s indemnity obligations hereunder shall only apply towards Indemnified Distributions. 10.2 Subject to the limitations below, ActiveState will defend and indemnify Customer against any actual or threatened claims, judgment, including costs and expenses (including reasonable attorneys fees) incurred direct damages rendered by Subscriber arising from a third party claim court of competent jurisdiction against Customer that the Services ActiveState Platform infringes an existing patent or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days misappropriates a trade secret of any third party. 10.3 Customer must provide written notice to ActiveState regarding the initiation of any such suit or proceeding, provide full authority, information, and assistance for defence, and permit ActiveState to assume defence upon ActiveState’s request. Customer agrees that ActiveState shall be relieved of its obligations under the Sections 10.1 and 10.2, unless Customer notifies ActiveState of such Claim within ten (10) calendar days after Customer’s receipt thereof and gives ActiveState the authority to proceed as contemplated herein and, at ActiveState’s expense (except as provided below), gives ActiveState the relevant information then in its possession and provides reasonable assistance to ActiveState, in ActiveState’s discretion, to settle and/or defend any such claim, (ii) Ricoh shall have full control . 10.4 If any part of the defense ActiveState Platform and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform Indemnified Distributions has become or in ActiveState’s opinion will become or has been determined by adjudication that it has become the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event subject of an infringement claim, then ActiveState may, at its sole option and expense either: i. procure for Customer the continued right to use the Service; ii. replace the Indemnified Distribution with other suitable and reasonably equivalent services or parts thereof so that the Services becomes non-infringing; iii. suitably modify the Indemnified Distributions so that the Service becomes non-infringing; or iv. if it is not commercially reasonable to do sotake the actions specified in items (i), (ii), or (iii), terminate this Agreement and Customer’s use. 10.5 ActiveState shall not be liable for any compromise entered or settlement made by Customer without ActiveState’s prior written consent. Notwithstanding anything to the contrary, ActiveState shall not be liable for any losses, costs, or damages, and at its optionCustomer will indemnify, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringingdefend, and failing these optionshold ActiveState harmless from any expenses, Ricoh may terminate damages, costs, or losses resulting from any suit or proceeding based upon a claim arising from: i. any modification to the license ActiveState Platform and Subscriber will return Indemnified Distributions by anyone except ActiveState; ii. use of other than a current or unaltered release of the Indemnified Distributions, or any Ancillary Softwareportion thereof available from ActiveState if such infringement would have been avoided by the use of a current or unaltered release of the Indemnified Distributions, or any portion thereof; or iii. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWuse of the services in any manner contrary to this Agreement. iv. unauthorized use by the Customer of an open source Copyleft license. 10.6 Customer shall defend, indemnify, and hold harmless ActiveState against claims, actions, proceedings, losses, damages, expenses, and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with Customer’s use of the Service in an unlawful manner or any violation of this Agreement.

Infringement Indemnity. Except as specifically provided belowBRYT SOFTWARE shall defend, Ricoh will indemnify, defend indemnify and hold Subscriber the COMPANY harmless from and against any and all damages, losses, claims, costs, expenses or liabilities, damagesincluding attorneys fees and costs, costs and expenses arising out of or in connection with any allegation brought against the COMPANY that the SERVICES or SOFTWARE infringe any valid copyright, trade secret or any other proprietary right of any third party (including reasonable attorneys fees) incurred “Claim”). Upon assertion of a Claim or commencement of a suit or proceeding by Subscriber arising from a third party that may give rise to a Claim, the COMPANY shall promptly notify BRYT SOFTWARE of the existence of such a Claim and shall give BRYT SOFTWARE reasonable opportunity to settle the claim with its own counsel at its own expense. The parties agree to assist each other as may reasonably be requested in order to ensure a proper and adequate defense. The COMPANY shall not settle any claim without the prior written consent of BRYT SOFTWARE. In the event any infringement Claim is brought or threatened, BRYT SOFTWARE may, at its sole option and expense (a) procure for the COMPANY the right to continue use of the SOFTWARE, SERVICES or infringing part thereof; or (b) modify or amend the SOFTWARE, SERVICES or infringing part thereof; or (c) replace the SOFTWARE, SERVICES or infringing part thereof with other software or services having substantially the same or better capabilities and export the COMPANY’S data to such new software or services at no charge; or (d) terminate this Agreement and refund to COMPANY the prorated amount of the fees prepaid by the COMPANY that were to apply to the Services or Applicationremainder of the unexpired term, as delivered by Ricoh and used within calculated from the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control termination date through the remainder of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary unexpired term. The foregoing obligations will not apply to perform the above. Notwithstanding extent the foregoing, Ricoh shall have no indemnity obligation for any claim relating to infringement arises as a result of (i) any software use of third partiesthe SOFTWARE or SERVICES (A) in a manner other than as specified in this Agreement, including without limitationor (B) in combination with other products, any embedded open source or similar equipment, devices, software, systems or data not supplied by BRYT SOFTWARE to the extent such claim is directed against such combination; or (ii) any modifications to use of the Services SOFTWARE or Application SERVICES in combination with other software made by any entity party other than Ricoh, (iii) combination BRYT SOFTWARE or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, BRYT SOFTWARE authorized representative if such claim infringement would not have arisen but for occurred without such functionalitycombination. In This paragraph contains the event entire liability of an BRYT SOFTWARE with respect to infringement claim, if it is commercially reasonable of any third party’s intellectual property rights and does not extend to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWpatent rights.

Infringement Indemnity. Except as specifically provided below, Ricoh (a) Duty to Indemnify and Defend. Virage Logic will indemnify, defend indemnify and hold Subscriber harmless from Licensee against, and will defend or settle at Virage Logic’s own expense, subject to the limitations stated in Section 9 below and, to the extent applicable, the provisions of Sections 8.6 and 8.7 of the Asset Purchase Agreement, any action or other proceeding brought against Licensee, its Affiliates or their respective officers, shareholders or employees (each a “Licensee Indemnified Party”) to the extent that it is based on a claim that the Licensed Materials or the use or instantiation thereof infringes or misappropriates a copyright, Patent or other Intellectual Property Right of a third party. Virage Logic will pay any damages (including attorneys’ fees) awarded against the Licensee Indemnified Party in any such action or proceeding and all liabilities, damages, any costs and expenses (including reasonable attorneys attorneys’ fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within Licensee Indemnified Party to the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of extent attributable to any such claim, (ii) Ricoh subject to the limitations stated in Section 9 below. Licensee agrees to provide Virage Logic with prompt notice of any action or other proceeding brought against a Licensee Indemnified Party for which such Licensee Indemnified Party has indemnification rights hereunder, provided that the failure to provide such prompt notice shall not relieve Virage Logic of its indemnification obligations hereunder except to the extent it is materially prejudiced thereby. Licensee hereby agrees, and Licensee shall procure that each other Licensee Indemnified Party shall agree as a condition of being indemnified hereunder, that Virage Logic will have full the sole right to control of the defense and all related settlement negotiationsof any third party claim hereunder, provided that the Licensee Indemnified Party may participate in the defense and settlement with its own attorneys at its expense, and provided further, that the Licensee Confidential Indemnified Party shall not be liable for or obligated under any compromise or settlement of such claim, action or proceeding (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or with respect to restrictions on use of the Services Licensed Materials) without its prior written consent not to be unreasonably withheld, conditioned or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriberdelayed. At Virage Logic’s reasonable request, if such claim would not have arisen but for such functionality. In each Licensee Indemnified Party shall provide Virage Logic with reasonable assistance, at Virage Logic’s expense, in the event defense and settlement of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWclaims hereunder.

Infringement Indemnity. Except as specifically provided belowBroadbase represents that to the best of its knowledge Licensee's use of the Software in accordance with this Agreement does not infringe any copyright, Ricoh will indemnify, defend and hold Subscriber harmless from and against patent or trade secret of any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party in the United States of America or in any country where Broadbase has authorized the distribution of the Software. Broadbase shall at its expense defend, and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any claim, suit or proceeding alleging that Licensee's use of the Software infringes any such copyright, patent or trade secret, provided that Licensee gives Broadbase prompt written notice of the claimed infringement, and grants Broadbase the right to control the defense or settlement of any action or claim related thereto; except that such obligation does not apply with respect to a claim of infringement if and to the Services or Application, as delivered by Ricoh and used within the scope extent such claim arises out of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if(A) compliance with Licensee's specifications, (iB) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services Software with products not supplied or Application with other productsrecommended by Broadbase, (ivC) any Modification or alteration of the Software (other than by or on behalf of Broadbase), or (D) use of an outdated version the Software after written notice of the Ancillary Software when Ricoh claimed infringement has made available an updated version that does not infringebeen received by Licensee. If any claim which Broadbase is obligated to defend has occurred, or (v) any additionin Broadbase's opinion is likely to occur, change or modification of the functionality of the Services or Application made at Subscriber’s requestBroadbase may, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its optionoption and expense, Ricoh will either obtain procure for Licensee the right for Subscriber to use the Services continue using such Software, replace or will modify the Services to make them same so that it becomes non-infringing, and failing these optionsor if neither of the foregoing is reasonably possible, Ricoh may terminate the license hereunder to the Software shall terminate and Subscriber will return any Ancillary SoftwareBroadbase shall refund the License Fee, pro rated over a five year lifespan. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWIn addition Broadbase may, without being in breach of this Agreement, decline to make further deliveries of Software subject to a claim of infringement. Appropriate pro-rated reimbursement for payments already made by licensee shall be made by Broadbase.

Infringement Indemnity. Except as specifically provided below, Ricoh 9.1 Boomi will indemnify, defend and hold Subscriber harmless Customer from and against any and all liabilitiesclaim, damagessuit, action, or proceeding brought against Customer by a third- party to the extent it is based on an allegation that the Boomi Services infringe any patent, copyright, trademark, or other proprietary right enforceable in a country that is a signatory to the Berne Convention, in which Boomi has authorized Customer to use the Boomi Services, including, but not limited to the country to which the Boomi Services is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Boomi will indemnify the Customer by paying (a) the resulting costs and expenses damages finally awarded against Customer by a court of competent jurisdiction to the extent that such are the result of the third-party Claim, or (including reasonable attorneys feesb) incurred the amounts stated in a written settlement negotiated and approved by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of Xxxxx. 9.2 Boomi’s obligations under this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, Infringement Indemnity Section are conditioned upon Customer (i) Subscriber notifies Ricoh in writing within thirty (30) days giving prompt written notice of any such claimthe Claim to Boomi, (ii) Ricoh shall have full permitting Boomi to retain sole control of the investigation, defense and all related or settlement negotiationsof the Claim, and (iii) Subscriber shall provide Ricoh using all reasonable efforts to mitigate any actual or anticipated claims and providing Boomi with assistance, information cooperation and authority necessary to perform assistance as Boomi may reasonably request in connection with the aboveClaim. Notwithstanding the foregoing, Ricoh shall Boomi will have no indemnity obligation for hereunder to defend Customer against any claim relating to Claim (ia) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or resulting from use of the Boomi Services other than as authorized by this Agreement, (b) resulting from a modification of the Boomi Services other than by Boomi, (c) to the extent the Claim arises from or Application is based on the use of the Boomi Services with other products, services, data, code or other materials not supplied by Boomi and not Boomi-branded if the infringement would not have occurred but for such use, (ivd) based on Customer’s use of an outdated version a superseded or altered release of any code, document, service, product, or deliverable after Boomi has recommended discontinuation, if the Ancillary Software when Ricoh has infringement would have been avoided by use of a current or unaltered release made available an updated version that does not infringeto Customer, or (ve) if Customer is in material breach of this Agreement. 9.3 If, as a result of a Claim or an injunction, Customer must stop using any addition, change or modification portion of the functionality of the Boomi Services or Application made at Subscriber’s request(“Infringing Services''), if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and Boomi may at its option, Ricoh will expense and option either (a) obtain for Customer the right for Subscriber to use continue using the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.Infringing Services,

Infringement Indemnity. Except as specifically provided below, Ricoh LAS will indemnify, defend and hold Subscriber harmless from and indemnify Client against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred action brought against Client by Subscriber arising from a third party to the extent that it is based upon a claim that the Services or ApplicationService, as delivered provided by Ricoh LAS to Client under this Agreement and used within the scope of this Agreement, infringe infringes any existing domestic patentEuropean Union copyright, copyright trademark or trademarktrade secret, but only ifand will pay any costs, damages and reasonable legal fees attributable to such claim that are awarded either by final judgment or settlement against Client, provided that Client: (ia) Subscriber promptly notifies Ricoh LAS in writing within thirty of the claim; (30b) days of any such claim, (ii) Ricoh shall have full grants LAS sole control of the defense defence and all related settlement negotiations, of the claim; and (iiic) Subscriber shall provide Ricoh provides LAS, at LAS’s expense, with all assistance, information and authority necessary reasonably required for the defence and settlement of the claim. If Client’s use of the Service hereunder is, or in LAS’s opinion is likely to perform be, enjoined due to such type of claim, LAS may, at its sole option and expense: (a) procure for Client the aboveright to continue using the Service under the terms of this Agreement; (b) replace or modify the Service so that it is non-infringing and substantially equivalent in function to the enjoined Service; or (c) if options (a) and (b) above cannot be accomplished despite LAS’s reasonable efforts, then LAS may terminate this Agreement, refund to Client any pre-paid fees for Services not yet rendered by LAS and pay any other provable direct damage caused to Client which result, and cease providing the Service to Client. Notwithstanding the foregoing, Ricoh shall LAS will have no indemnity obligation liability for any infringement or misappropriation claim relating of any kind to the extent that it results from: (ia) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application Service made by any entity a party other than RicohLAS or its agents, if a claim would not have occurred but for such modifications; (iiib) combination the combination, operation or use of the Services Service with equipment, devices, software or Application with other products, (iv) use of an outdated version of data not supplied by LAS or specified in the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s requestapplicable documentation, if such a claim would not have arisen occurred but for such functionalitycombination, operation or use; (c) Client’s failure to use updated or modified versions of the Service provided by LAS to avoid a claim; (d) LAS’s compliance with any designs, specifications or plans provided by Client; or (e) Client’s use of the Service other than in accordance with this Agreement or the applicable documentation. In the event The provisions of an infringement claim, if it is commercially reasonable to do sothis Section 7 set forth LAS’s sole and exclusive obligations, and at its optionClient’s sole and exclusive remedies, Ricoh will either obtain with respect to infringement or misappropriation of intellectual property rights of any kind by the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWService.

Infringement Indemnity. Except as specifically provided belowNotwithstanding any other provision hereof, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a this Section 6.5 shall govern the parties' indemnity rights in the event of third party intellectual property infringement claims asserted against a party or its customers and provides the exclusive remedy in the event of such claims. (a) Insofar as any claim that the Services for infringement of any third party's patent, copyright, trademark, trade name, other proprietary right, or Applicationunauthorized trade secret use is brought against Licensee or its customers, as delivered based solely on any Program or Documentation or any part thereof, furnished by Ricoh and used within the scope of Licensor under this Agreement, infringe Licensor will defend, or settle at Licensor's option, any existing domestic patentsuch claim. Licensor will have sole control of such defense or settlement and Licensor will be relieved of the foregoing obligations unless (1) Licensor is notified promptly in writing of such claim, copyright and (2) Licensor is given, by Licensee, authority, information and reasonable assistance (at Licensor's expense) to handle the claim or trademarkthe defense of any such suit or proceeding. Licensor agrees to pay all damages and costs awarded therein against Licensee and its customers arising out of any such claims. Licensor shall not be responsible for any cost or expenses incurred without Licensor's prior written consent. In case any Program or Documentation or any part thereof in such suit is held to constitute an infringement and its use is enjoined, but only ifLicensor shall, at its own expense and at its option: (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claimprocure for Licensee and its customers the right to continue use, or (ii) Ricoh shall have full control if applicable, replace the same with a non-infringing program and documentation of the defense equivalent function and all related settlement negotiationsperformance, and (iii) Subscriber modify them so they become non-infringing without detracting from function or performance, or (iv) request that Licensee remove the Programs, whereupon Licensor shall provide Ricoh with assistance, information refund all royalties and authority necessary to perform the aboveother fees paid therefor by Licensee. Notwithstanding the foregoing, Ricoh Licensor shall have no indemnity obligation responsibility for any claim relating to (i) any software claims arising from unauthorized modifications of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application a Program made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, Licensee if such claim would not have arisen but for such functionalitymodifications. (b) Insofar as any claim for infringement of any third party's patent, copyright, trademark, trade name, or proprietary right, or unauthorized trade secret use is brought against Licensor or its customers based solely on any Licensee Product, if any, (excluding any of Licensor's Programs or Documentation) or any part thereof, Licensee will defend, or settle at Licensee's option, any such claim. In Licensee will have sole control of such defense or settlement and Licensee will be relieved of the event foregoing obligations unless (1) Licensee is notified promptly in writing of an infringement such claim, and (2) Licensee is given, by Licensor, authority, information and reasonable assistance (at Licensee's expense) to handle the claim or the defense of any such suit or proceeding. Licensee agrees to pay all damages and costs awarded therein against Licensor and its customers arising out of any such claim. Licensee shall not be responsible for any cost or expenses incurred without Licensee's prior written consent. (c) Insofar as any claim for infringement of any third party's patent, copyright, trademark, trade name, other proprietary right, or unauthorized trade secret use is brought, other than third party claims described in Section 6.5(a) or 6.5(b), above, including without limitation any claim of infringement of third party intellectual property rights arising from any combination of Licensor's Program or Documentation with any Licensee Product, the parties shall meet and confer in an attempt to agree on the appropriate allocation of responsibility for costs and awards or losses arising from such third party claim. If the parties do not reach an agreement within ninety (90) days of both parties' receipt of notice of such a claim, or such other time as the parties may in writing agree, then the allocation of liability for costs and expenses arising from third party claims described in this Section 6.5(c) shall be determined by a court of competent jurisdiction, applying the law of the State of Nevada and each party shall bear its proportionate share of such liability, if it is commercially reasonable to do soany, resulting from such claim in accordance with Nevada law and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWdetermination of such court.

Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend Sensus shall indemnify and hold Subscriber harmless Customer from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred judgment by Subscriber arising a court of competent jurisdiction or settlement reached from any litigation instituted against Customer in the United States by a third party claim which alleges that the Services AMI System provided hereunder infringes upon the patents or Applicationcopyrights of such third party, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh provided that Sensus shall have full the right to select counsel in such proceedings and control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the abovesuch proceedings. Notwithstanding the foregoing, Ricoh Sensus shall have no liability under this indemnity obligation for unless Customer cooperates with and assists Sensus in any such proceedings and gives Xxxxxx written notice of any claim relating to hereunder within fourteen (14) days of receiving it. Further, Sensus shall have no liability hereunder if such claim is related to; (i) any software of change, modification or alteration made to the AMI System by Customer or a third parties, including without limitation, any embedded open source or similar softwareparty, (ii) use of the AMI System in combination with any modifications to the Services goods or Application made services not provided by any entity other than RicohSensus hereunder, (iii) combination or Customer’s failure to use the most recent version of the Services Software or Application with other productsto otherwise take any corrective action as reasonably directed by Xxxxxx, (iv) use of compliance by Sensus with any designs, specifications or instructions provided by Customer or compliance by Sensus with an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringeindustry standard, or (v) any addition, change or modification use of the functionality of AMI System other than for the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionalityPermitted Use. In the event the AMI System is adjudicated to infringe a patent or copyright of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus, the AMI System is likely to become the subject of an infringement claim, if it is commercially reasonable to do soSensus, and at its optionsole discretion and expense, Ricoh will either obtain may; (i) procure for Customer the right for Subscriber to use continue using the Services AMI System or will (ii) modify or replace the Services to make them AMI System so that it becomes non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE THIS SECTION STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES REMEDY AND SENSUS’ ENTIRE LIABILITY FOR RICOH’S BREACH ANY CLAIM OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAWINFRINGEMENT.