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entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the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 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 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 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 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 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 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 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 belowThe Company, Ricoh will indemnifyat its own expense, defend shall defend, indemnify and hold Subscriber harmless from MDT, its subdistributors, subsidiaries, affiliates or permitted assignees, and their respective directors, officers, employees, agents, permitted subcontractors, representatives, successors and permitted assigns, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including attorneys’ fees, based upon a claim that any Product infringes or violates any Intellectual Property right of any third party, including claims of willful infringement (an “Infringement Claim”). MDT and its subdistributors may, at their own expense, assist in such defense if they so choose, provided that, as long as the Company can demonstrate sufficient financial resources, the Company shall control such defense and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party negotiations relative to the settlement of any such claim. MDT shall promptly provide the Company with written notice of any claim that the Services or Application, as delivered by Ricoh and used which MDT believes falls within the scope of this AgreementSection 7.2, including claims against subdistributors. In the event that the Product, or any portion thereof, is held to infringe any existing domestic patentand its use is enjoined, copyright or trademarkthe Company shall have the obligation to, but only ifat its option and expense, (i) Subscriber notifies Ricoh modify the infringing Product without impairing in writing within thirty (30) days of any such claimmaterial respect the functionality or performance, so that it is non-infringing, (ii) Ricoh shall have full control of procure for MDT and its subdistributors the defense right to continue to distribute, sell, advertise, promote, market and all related settlement negotiationsotherwise commercialize the infringing Product, and or (iii) Subscriber replace said Product with equally suitable, non-infringing product. If none of the foregoing alternatives is available to the Company, the Company shall provide Ricoh with assistancerepurchase from MDT or its subdistributors at the price charged to MDT by the Company, information all Products that are in good and authority necessary to perform saleable condition and are in unopened, undamaged, sterile packages. Except as set forth above, the above. Notwithstanding the foregoing, Ricoh Company shall have no indemnity obligation for further liability to MDT or its subdistributors with respect to 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 LAWInfringement Claim.

Infringement Indemnity. Except as specifically provided below, Ricoh will Vital Images hereby agrees to indemnify, defend and hold Subscriber Licensee harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party suit, claim or other legal action (“Legal Action”) that alleges the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, Products infringe any existing domestic United States patent, copyright copyright, or trademarktrade secret, but only ifincluding any award of damages and costs made against Licensee by a final judgment of a court of last resort based upon a Legal Action, provided that: (ia) Subscriber notifies Ricoh in writing Licensee gives written notice of any Legal Action to Vital Images within thirty fifteen (3015) days of any such claim, Licensee’s first knowledge thereof; (iib) Ricoh shall have full Vital Images has sole and exclusive control of the defense of any Legal Action, including the choice and direction of any legal counsel, and all related settlement negotiations, ; and (iiic) Subscriber shall provide Ricoh Licensee provides Vital Images (at Vital Images’ expense for reasonable out-of-pocket expenses) with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh Vital Images and its licensors shall have no indemnity obligation liability for any claim relating Legal Action based on or arising out of: (a) the failure by Licensee to (i) any software use a non-infringing version or release of third parties, including without limitation, any embedded open source or similar softwarethe Products if made available by Vital Images, (iib) any modifications to the Services or Application made by any entity other than Ricohcombination, (iii) combination operation or use of the Services Products with software, hardware or Application with other productsdata not furnished by Vital Images, (iv) if such Legal Action 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 infringeProducts without such software, hardware or data, or (vc) the use of 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 Products in a manner for such functionalitywhich it was neither designed nor contemplated. In the event of an infringement claimthat the Products are held or are believed by Vital Images to infringe, if it is commercially reasonable to do soVital Images shall, and at its optionoption and expense, Ricoh will either obtain the right for Subscriber to use the Services or will (a) modify the Services infringing Products, (b) obtain for Licensee a license to make them non-infringingcontinue using such Products, and failing these options(c) substitute the Products with other software reasonably suitable to Licensee, Ricoh may or (d) if none of the foregoing are commercially feasible, terminate the License to such Products and refund any unearned 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 LAWfees paid (the amount of the license fee paid for the Products, less a reasonable value for use determined by prorating the license fee paid on a thirty-six (36) month straight-line amortization method) with no further liability to Licensee.

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 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 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 below, Ricoh Flexera will indemnify, defend and hold Subscriber harmless indemnify Licensee from and against any claim asserted against Licensee and all liabilitiesits employees, damagesofficers, costs board members, agents, representatives, and expenses (including reasonable attorneys fees) incurred officials by Subscriber arising from a third party claim based upon an allegation that the Services Software infringes a patent, copyright, or Applicationtrademark. If the Software is, or in Flexera’s opinion use of the Software is likely to be, enjoined due to the type of infringement specified above, or if required by settlement, Flexera may, in its sole discretion: (a) substitute for the Software substantially functionally similar programs; (b) procure for Licensee the right to continue using the Software; or if (a) and (b) are commercially impracticable, (c) terminate the Agreement and refund to Licensee (i) for perpetual licenses, the license fee(s) paid by Licensee as delivered of the date of termination, reduced to reflect a five year straight-line depreciation from the applicable license purchase date, and (ii) for subscription licenses, any prepaid and unused fees as of the date of termination. The foregoing indemnification obligation of Flexera does not apply to the extent the infringement claim arises as a result of: (1) modification of the Software (except for setting configuration options provided in the Software) by Ricoh and used within or on behalf of Licensee; (2) the scope combination of the Software with other non- Flexera products or processes not specifically required in the Documentation; (3) Licensee’s unauthorized use of the Software or use of the Software in violation of this Agreement; (4) Licensee’s failure to implement an Update to the Software which would avoid the infringement after Flexera provides notice that implementing such Update would avoid the infringement; or (5) Third Party Software. THIS SECTION SETS FORTH FLEXERA’S AND ITS SUPPLIERS’ SOLE LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT, infringe any existing domestic patent, copyright or trademark, but only if, INCLUDING A BREACH OF ANY REPRESENTATION OR WARRANTY RELATED THERETO. The foregoing indemnity obligations are conditioned upon Licensee providing to Flexera (i) Subscriber notifies Ricoh in writing within thirty (30) days prompt written notice of any such claim, claim (but in any event notice in sufficient time for Flexera to respond without prejudice); (ii) Ricoh shall have full the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the defense and all related settlement negotiations, such claim; and (iii) Subscriber shall provide Ricoh with assistance, information and authority all reasonably necessary cooperation. Flexera will not agree to perform the aboveany settlement that admits fault or attributes liability or otherwise imposes any affirmative obligation of Licensee without first obtaining Licensee’s prior written consent. 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.as a Service Schedule

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 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 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 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 The following infringement indemnity replaces that provided belowin the Agreement. Sybase, 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 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 and authority necessary 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 perform use the aboveProgram or the affected part thereof; (2) replace the Program or affected part; or (3) modify the Program or affected part to make it non-infringing. Notwithstanding If none of the foregoing, Ricoh foregoing remedies are commercially feasible to Sybase you agree to discontinue use of the Program. 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 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 not combining, operating or Application with other products, (iv) use of an outdated version using of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification Program with such software and/or hardware. The above states the entire liability 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 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 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 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.SERVICES

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 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, 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 MSA; (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 MSA, 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 MSA effective immediately with concurrent written notice to Customer. In the event of a termination of this MSA pursuant to this Section 9.1, all rights and licenses with respect to the Solutions will immediately cease and SentinelOne 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 MSA. 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 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 MSA 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.

Infringement Indemnity. Except as specifically provided belowShopHero will indemnify and defend at its expense, Ricoh will indemnify, defend and hold Subscriber Merchant-User harmless from and against any and all liabilities, damagesdamages and/or costs (including, costs and expenses (including but not limited to, reasonable attorneys attorneys’ fees) incurred by Subscriber arising from a third party in connection with or related to any claim alleging that the Services or ApplicationProducts and Services, as delivered provided by Ricoh ShopHero to Merchant-User under this Agreement and used within the scope of this Agreement, infringe any existing domestic patent, copyright or copyright, trademark, but only ifor other intellectual property right or misappropriate any trade secret of any third party (each, an “Infringement Claim”), except to the extent that such infringement or misappropriation arises from (i) Subscriber notifies Ricoh Merchant-User’s modification of the Products or Services or use thereof in writing within thirty (30) days of any such claima manner not contemplated by this Agreement, (ii) Ricoh shall have full control the failure of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary Merchant-User to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for use any claim relating to (i) any software of third parties, including without limitation, any embedded open source corrections or similar software, (ii) any modifications to the Services or Application made available by any entity other than RicohShopHero, (iii) combination information, materials, instructions or specifications provided by or on behalf of Merchant-User, or (iv) the use of the Products or Services in combination with any product or Application with other productsdata not provided, required or recommended by ShopHero. If the Products or Services are found by final, non-appealable order of a court of competent jurisdiction to be such an infringement or misappropriation, ShopHero, at its option and expense, shall have the right to (x) procure for Merchant-User the continued use of such Products and Services, (ivy) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringereplace such Products and Services with non-infringing/non-misappropriating services, or (vz) any addition, change or modification of the functionality of the modify such Products and 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 so 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 becomes non-infringing/non- misappropriating; provided that, if (y) or (z) is the option chosen by ShopHero, the replacement or modified Products or Services are capable of performing substantially the same functions as the original Products and Services. The indemnification obligations set forth in this Section are ShopHero’s sole and exclusive obligations, and failing these optionsMerchant-User’s sole and exclusive remedies, Ricoh may terminate the license and Subscriber will return with respect to infringement or 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 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 Licensor will indemnify, hold harmless and ---------------------- defend and hold Subscriber harmless from and any claim, suit, or proceeding brought against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from HP or its customers insofar as 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, (i) Subscriber notifies Ricoh or unauthorized trade secret use; provided that Licensor is notified promptly in writing within thirty of such claim, and given authority, information and assistance (30at Licensor's expense) days to handle the defense and/or settlement of any such claim, (ii) Ricoh shall have full control suit or proceeding. 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, Licensor shall, at its own expense and at its option, either procure for HP and its customers the right to continue use or, 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 shall provide Ricoh with assistance, information and authority necessary to perform the aboveor 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[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. In CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. modifications, or (ii) combination or use of the event of an infringement claim, Program with HP Products if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right such claim would not have arisen but for Subscriber to use the Services such combination 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 LAWuse.

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) 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 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 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 and used within Client is the scope of Indemnifying Party) provided pursuant to this AgreementAgreement (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 any entity other than Ricoh, or on behalf of Client in breach of this Agreement or the Ordering Document or without the consent of Coalfire) or Client IP (iiimade by or on behalf of Coalfire in breach of this Agreement or the Ordering Document 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 Ordering Document. 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 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 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 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 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 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 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 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 (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 belowTo the best of the Seller’s knowledge the deliverables, Ricoh will indemnifyincluding without delivery all software, defend and hold Subscriber harmless from and against goods or services, or any and all liabilitiespart thereof, damagesfurnished under this Subcontract, costs and expenses (or the creation, delivery, use, modification, reproduction, release, performance, display or disclosure, including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services without limitation resale or Applicationsublicensing thereof, as delivered by Ricoh and used within the scope do not constitute an infringement of this Agreementany patent, infringe any existing domestic patenttrademark, trade secret, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days other proprietary or intellectual property right or 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 privacy 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 functionalitypublicity. In the event such goods or services or use thereof are enjoined in whole or in part, Seller shall at its expense and SAIC-F’s option undertake one of the following: (i) obtain for SAIC-F the right to continue the use of such goods or services; (ii) in a manner acceptable to SAIC-F, substitute equivalent goods or services or make modifications thereto so as to avoid such infringement and extend this indemnity thereto; or (iii) refund to SAIC-F an amount equal to the purchase price for such goods or services plus any excess costs or expenses incurred in obtaining substitute goods or services from another source. Notwithstanding this section 11.0, should the deliverables or portion thereof be held to constitute an infringement claimand use as contemplated by this Subcontract be enjoined or be threatened to be enjoined, if it is commercially reasonable to do soSeller shall notify SAIC-F and immediately, and at its option, Ricoh will either obtain Seller’s expense: (i) procure for SAIC-F the right for Subscriber to continue to use the Services deliverables or will portion thereof as applicable; or (ii) replace or modify the Services to make them deliverables or portion thereof with a version that is non-infringing, and failing these optionsprovided that the replacement or modified version meets any applicable specifications to SAIC-F’s satisfaction. If (i) or (ii) are not available to Seller, Ricoh may terminate the license and Subscriber will return in addition to 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.damages or expenses reimbursed under this section, Seller shall refund to SAIC-F all amounts paid to Seller by SAIC-F under this Subcontract

Infringement Indemnity. Except as specifically provided belowSubcontractor shall, Ricoh will at its expense, indemnify, defend defend, save and hold Subscriber SAIC-F and its successors, affiliates, officers, directors, employees, agents, independent contractors and customers, and the officers, agents and employees of such customers (hereinafter collectively referred to in this section as "SAIC-F") harmless from and against any and all damages, liabilities, damagespenalties, interest and costs awarded against and expenses (reasonable expenses, including reasonable attorneys fees) incurred by Subscriber arising from a third party claim without limitation attorneys' fees that result or arise out of, in whole or part, any claims, suits, proceedings, actions, causes of action and demands brought against the SAIC-F asserting that the Services deliverables, including without delivery, including without limitation all software, goods or Applicationservices, as delivered by Ricoh and used within the scope of or any part thereof, furnished under this Agreement, infringe or the creation, delivery, use modification, reproduction, release, performance, display or disclosure, including without limitation resale or sublicensing thereof, constitutes an infringement of any existing domestic U.S. patent, trademark, trade secret, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days other proprietary or intellectual property right or 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 privacy 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 functionalitypublicity. In the event such goods or services or use thereof are enjoined in whole or in part, Subcontractor shall at its expense and SAIC-F's option undertake one of the following: (i) obtain for SAIC-F the right to continue the use of such goods or services; (ii) in a manner acceptable to SAIC-F, substitute equivalent goods or services or make modifications thereto so as to avoid such infringement and extend this indemnity thereto; or (iii) refund to SAIC-F an amount equal to the purchase price for such goods or services plus any excess costs or expenses incurred in obtaining substitute goods or services from another source. [*]The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission Notwithstanding this Section, should the deliverables or portion thereof be held to constitute an infringement claimand use as contemplated by this Agreement be enjoined or be threatened to be enjoined, if it is commercially reasonable to do soSubcontractor shall notify SAIC-F and immediately, and at its option, Ricoh will either obtain Subcontractor's expense; (i) procure for SAIC-F the right for Subscriber to continue to use the Services deliverables or will modify the Services to make them portion thereof with a version that is non-infringing, and failing these optionsprovided that the replacement or modified version meets any applicable specifications to SAIC-F's satisfaction. If (i) or (ii) are not available to Subcontractor, Ricoh may terminate the license and Subscriber will return in addition to 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 LAWdamages or expenses reimbursed under this section, Subcontractor shall refund to SAIC-F all amounts paid to Subcontractor by SAIC-F under this Agreement.

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 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 Licensor will indemnify, defend and pay the costs and damages awarded by a court of final jurisdiction arising from any third-party claims brought against Licensee claiming that the Software infringes any patent, trademark or copyright infringement of a third party or constitutes misuse or misappropriation of a trade secret. Exclusions: Licensor shall have no liability under this Section unless (a) Licensee notifies Licensor in writing immediately after Licensee becomes aware of a claim or the possibility thereof; (b) Licensor has sole control of the settlement, compromise, negotiation, and defense of any such action; and (c) Licensee cooperates, in good faith, in the defense of any such legal action. Licensee may retain its own counsel at Licensee’s own expense. You further acknowledge and agree that Licensor shall not be responsible for any loss, damage or injury suffered by You and Your Authorized users arising out of or in connection with the Software or use thereof, and agree to indemnify and hold Subscriber harmless Licensor and its employees, officers, agents, directors, affiliates etc from and against any and all claims, liabilities, losses, damages, demands, actions, expenses and costs, including, without limitation, attorney’s fees and court costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that out of or in connection with any of 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, following (i) Subscriber notifies Ricoh in writing within thirty (30) days Your breach of any such claimcovenant, (iiobligation, representation or warranty in this XXXX;(ii) Ricoh shall have full control Your Authorized user's use of the defense and all related settlement negotiations, and Software; (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 party infringement or similar software, (ii) any modifications to the Services misappropriation by or Application made by any entity other than Ricoh, (iii) combination or through use of the Services or Application with Software in a manner other products, than as permitted in this XXXX (iv) your violation of law, including but not limited to any law or regulation relating to the privacy and/ or security of your Authorized users and their Devices (v) failure of You to use of an outdated the most recent version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, (including any Updates 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 Upgrades provided 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 by 42Gears).

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 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, or data not supplied by Boomi 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, (e) if Customer is in material breach of this Agreement, or (vf) based on any additionBoomi modifications made pursuant to instructions, change designs, specifications or modification 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 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 either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, expense 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.option either

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. 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 non-infringing; or (4) if some 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 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, 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 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 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 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 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 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 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 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.