Common use of Infringement Indemnity Clause in Contracts

Infringement Indemnity. VERITAS, at its sole expense, will defend any action brought against IMG, any IMG Distributors, or their End User customers ("Indemnified Parties") to the extent based on a claim that any Software Product or Documentation infringes any patent, copyright, trade secret, or other intellectual property right. VERITAS will pay any award against the Indemnified Parties, or settlement entered into on the Indemnified Parties' behalf, and will indemnify and hold IMG harmless against all liability, costs, expenses, and direct damages suffered or incurred by IMG, based on such infringement or claim thereof, provided however that IMG shall notify VERITAS promptly in writing of the claim, shall provide reasonable assistance (at VERITAS' expense) in connection with the defense and/or settlement thereof, and shall permit VERITAS to control the defense and/or settlement thereof. Any settlement which restricts any of IMG's rights, licenses, or activities, or requires the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject to IMG's prior written approval, which approval shall not be unreasonably withheld. IMG shall be entitled to retain, at its expense so long as VERITAS performs its obligations pursuant to this section, counsel to participate in the defense and settlement of any claim. VERITAS shall have no liability to the extent the alleged infringement is caused by any modification of the Software Products or Documentation other than by VERITAS, or by combination of the Software Products or Documentation with IMG products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claim. In the case any such excluded claim IMG shall defend and indemnify VERITAS to the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG for intellectual property infringement.

Infringement Indemnity. VERITASExcept as hereinafter limited, at its sole expenseSELLER shall protect, will defend any action brought and indemnify Neeltran Inc. from and against IMGclaims, any IMG Distributorsdamages, judgments, expenses and loss arising from infringement or their End User customers ("Indemnified Parties") to the extent based on a claim that any Software Product or Documentation infringes alleged infringement of any patent, copyrighttrademark or copyright of the United States by any of the equipment, software or services (or part thereof) and from any misappropriation or alleged misappropriation of a trade secret, secret or other from any infringement or alleged infringement of any registered intellectual property right. VERITAS will pay rights of any award against third party with respect to the Indemnified Parties, or settlement entered into on the Indemnified Parties' behalfSoftware (“Infringement Claims”), and will indemnify and hold IMG harmless SELLER shall defend or settle at its own expense all Infringement Claims brought against all liability, costs, expenses, and direct damages suffered or incurred by IMG, based on such infringement or claim thereof, Neeltran Inc. provided however that IMG shall notify VERITAS SELLER is notified promptly in writing of the claimany Infringement Claim and is given authority, shall provide reasonable information and assistance (at VERITAS' expense) in connection with by Neeltran Inc. for the defense and/or or settlement thereof, and shall permit VERITAS to control the defense and/or settlement thereof. Any settlement which restricts any of IMG's rights, licenses, or activities, or requires the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject to IMG's prior written approval, which approval shall not be unreasonably withheld. IMG shall be entitled to retain, at its expense so long as VERITAS performs its obligations pursuant to this section, counsel to participate in the defense and settlement of any claim. VERITAS provided further that Neeltran Inc. shall have no liability whatsoever arising from such Infringement Claim and may not settle or compromise any Infringement Claim without the prior written consent of SELLER. Furthermore, in the event that Neeltran Inc. should be enjoined from using any of the equipment or Software (or part thereof), SELLER, at its option and expense, shall promptly either (1) secure termination of the injunction and procure for Neeltran Inc. the right to use such equipment and Software (or part) without any obligation or liability, (2) replace said equipment and Software (or part) with non-infringing equipment and Software or modify same to become non-infringing, all at SELLER’s expense and to Neeltran Inc. satisfaction, or (3) remove said infringing equipment and Software at SELLER’s expense and refund to Neeltran Inc. all amounts paid to SELLER therefore. THE FOREGOING PARAGRAPHS SET FORTH THE ENTIRE LIABILITY OF SELLER AND EQUIPMENT MANUFACTURER WITH RESPECT TO ANY INFRINGEMENT CLAIM. SELLER shall have no obligations hereunder and this provision shall not apply: (1) to any other equipment or processes, including equipment or processes supplied hereunder by SELLER which have been modified or combined with other equipment or processes, except as provided by the extent the alleged infringement is caused plans and specifications; and (2) to any products or articles manufactured by any modification equipment or processes; (3) to any patent issued after the date hereof; and (4) in the event any of said actions are settled or otherwise terminated without the Software Products or Documentation other than by VERITAS, or by combination prior written consent of the Software Products or Documentation with IMG products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claim. In the case any such excluded claim IMG shall defend and indemnify VERITAS to the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG for intellectual property infringementSELLER.

Infringement Indemnity. VERITASSeller shall defend, at indemnify, and hold harmless Buyer and its sole expensesubsidiaries and their respective directors, will defend any action brought against IMGofficers, any IMG Distributorsemployees, or their End User customers and agents (hereinafter referred to as "Indemnified PartiesIndemnitees") from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards, and damages of any kind and nature whatsoever (hereinafter referred to as "Claims") and expenses, costs of litigation (including without limitation clerk, paralegal, and expert witness costs), and reasonable attorneys' fees related thereto or incident to establishing the right to indemnification, whether or not specifically awardable under any court rules, to the extent based on a claim that such Claims arise out of the infringement of any Software Product patent or Documentation infringes any patentcopyright by the Databases, copyright, trade secretMaterials or Documentation, or other intellectual property rightinvolve the wrongful use of any trade secret or confidential information. VERITAS will pay Buyer shall give Seller notice of all Claims made against Buyer or any award against the Indemnified Parties, or settlement entered into on the Indemnified Parties' behalf, of its subsidiaries and will indemnify and hold IMG harmless against all liability, costs, expenses, and direct damages suffered or incurred by IMG, based on such infringement or claim thereof, provided however that IMG shall notify VERITAS promptly in writing of the claim, shall provide reasonable assistance cooperate with Seller (at VERITAS' Seller's expense) in connection with the defense and/or or settlement thereofof such Claims, provided that: (a) Seller uses counsel reasonably acceptable to Buyer; (b) Buyer shall have the right to participate with counsel of its own choosing in such defense or settlement at its own expense; (c) Buyer is not obligated to pay any amount contained in such award or settlement that is not covered by Seller's indemnification obligations hereunder; and (d) Seller shall permit VERITAS to control not make, without the defense and/or settlement thereof. Any settlement which restricts any of IMG's rights, licenses, or activities, or requires the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject to IMG's prior written approvalapproval of Buyer, which approval any admission of facts in such a settlement or award that assesses blame against Buyer. In no event shall not Seller's obligations hereunder be unreasonably withheld. IMG shall be entitled to retain, at its expense so long as VERITAS performs its obligations pursuant to this section, counsel to participate in the defense and settlement of any claim. VERITAS shall have no liability limited to the extent the alleged infringement is caused of any insurance available to or provided by Seller or any modification of the Software Products or Documentation other than by VERITAS, or by combination of the Software Products or Documentation with IMG products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claim. In the case any such excluded claim IMG shall defend and indemnify VERITAS to the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG for intellectual property infringementSubcontractor.

Infringement Indemnity. VERITASSeller shall defend, at indemnify, and hold harmless Buyer and its sole expensesubsidiaries and their respective directors, will defend any action brought against IMGofficers, any IMG Distributorsemployees, or their End User customers and agents (hereinafter referred to as "Indemnified PartiesIndemnitees") from and against all actions, causes of action, liabilities, claims, suits, judgments, liens, awards, and damages of any kind and nature whatsoever (hereinafter referred to as "Claims") and expenses, costs of litigation (including without limitation clerk, paralegal, and expert witness costs), and reasonable attorneys' fees related thereto or incident to establishing the right to indemnification, whether or not specifically awardable under any court rules, to the extent based on a claim that such Claims arise out of the infringement of any Software Product patent or Documentation infringes any patentcopyright by the Databases, copyright, trade secretMaterials or Documentation, or other intellectual property rightinvolve the wrongful use of any trade secret or confidential information. VERITAS will pay Buyer shall give Seller notice of all Claims made against Buyer or any award against the Indemnified Parties, or settlement entered into on the Indemnified Parties' behalf, of its subsidiaries and will indemnify and hold IMG harmless against all liability, costs, expenses, and direct damages suffered or incurred by IMG, based on such infringement or claim thereof, provided however that IMG shall notify VERITAS promptly in writing of the claim, shall provide reasonable assistance cooperate with Seller (at VERITAS' Seller's expense) in connection with the defense and/or or settlement thereofof such Claims, provided that: (a) Seller uses counsel reasonably acceptable to Buyer; (b) Buyer shall have the right to participate with counsel of its own choosing in such defense or settlement at its own expense; (c) Buyer is not obligated to pay any amount contained in such award or settlement that is not covered by Seller's indemnification obligations hereunder; and (d) Seller shall permit VERITAS to control not make, without the defense and/or settlement thereof. Any settlement which restricts any of IMG's rights, licenses, or activities, or requires the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject to IMG's prior written approvalapproval of Buyer, which approval any admission of facts in such a settlement or award that assesses blame against Xxxxx. In no event shall not Seller's obligations hereunder be unreasonably withheld. IMG shall be entitled to retain, at its expense so long as VERITAS performs its obligations pursuant to this section, counsel to participate in the defense and settlement of any claim. VERITAS shall have no liability limited to the extent the alleged infringement is caused of any insurance available to or provided by Seller or any modification of the Software Products or Documentation other than by VERITAS, or by combination of the Software Products or Documentation with IMG products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claim. In the case any such excluded claim IMG shall defend and indemnify VERITAS to the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG for intellectual property infringementSubcontractor.

Infringement Indemnity. VERITASPENCOM shall, at its sole own expense, will defend any action brought suit instituted against IMGCCSI which is based on an allegation that (a) the Software Package provided to CCSI hereunder infringes or violates any copyright or patent of any third party, (b) the Software Package contains, embodies or incorporates any IMG Distributorstrade secret or proprietary information of any third party, or their End User customers ("Indemnified Parties"c) to the extent based on use, license or modification of the Software Package constitutes a claim that any Software Product violation of the trade secrets or Documentation infringes any patent, copyright, trade secret, or other intellectual property right. VERITAS will pay any award against the Indemnified Parties, or settlement entered into on the Indemnified Parties' behalfproprietary rights of such third party, and will indemnify shall indemnify, hold harmless and hold IMG harmless defend CCSI against all liabilityany claim, costsloss, expensesexpense or judgment, and direct damages suffered or incurred by IMGincluding reasonable attorney's fees, based on such infringement or claim thereofwhich arises from any of the preceding allegations (a) through (c), provided however that IMG shall notify VERITAS promptly CCSI gives PENCOM prompt notice in writing of any such allegations and permits PENCOM through PENCOM's counsel to defend the claimsame and gives PENCOM all available information, assistance and authority to enable PENCOM to assume such defense. PENCOM shall provide reasonable assistance (at VERITAS' expense) in connection with the defense and/or settlement thereof, and shall permit VERITAS be permitted to control the defense and/or of any such suit, including appeals from any judgment therein and any negotiations for the settlement or compromise thereof. Any , with authority to enter into a settlement which restricts any of IMG's rights, licenses, or activities, or requires compromise with the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject to IMG's prior written approvalconsent of CCSI, which approval shall will not be unreasonably withheld. IMG PENCOM shall be entitled have the affirmative obligation to retaindiligently and effectively defend against any such claim. If CCSI determines that PENCOM is not diligently and effectively defending against such a claim, CCSI shall have the absolute right and option to intervene in any such suit and participate or assume control of the defense of the suit but will not have any obligation to do so. In the event that any part of the Software Package is held to infringe or otherwise violate the rights of others and its use is enjoined, PENCOM shall promptly, at its expense option and expense, (a) procure for CCSI the right to continue providing such Software Package consistent with the terms of this Agreement, or (b) replace or modify such Software Package so long as VERITAS performs its obligations pursuant to this sectionthat it no longer infringes or violates such rights, counsel to participate provided however, that any such replacements or modifications shall in no way lessen the defense and settlement of any claim. VERITAS shall have no liability to the extent the alleged infringement is caused by any modification functionality of the Software Products or Documentation other than by VERITAS, or by combination of Package and it will continue to fully perform in accordance with the Software Products or Documentation with IMG products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claim. In the case any such excluded claim IMG shall defend and indemnify VERITAS to the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG for intellectual property infringementSpecifications.

Infringement Indemnity. VERITAS, at its sole expense, will defend any action brought against IMGSeagate, any IMG Seagate Distributors, or their End User customers customer ("Indemnified Parties") to the extent based on a claim that any Software Product or Documentation infringes any patent, copyright, trade secret, secret or other intellectual property right. VERITAS will pay any and award against the Indemnified Parties, or settlement entered into on the Indemnified Parties' behalf, and will indemnify and hold IMG Seagate harmless against all liability, costs, expenses, and direct damages suffered or incurred by IMGSeagate, based on such infringement or claim thereof, provided however that IMG Seagate shall notify VERITAS promptly in writing of the claim, shall provide reasonable assistance (at VERITAS' expense) in connection with the defense and/or settlement thereof, and shall permit VERITAS to control the defense and/or settlement thereof. Any settlement which restricts any of IMGSeagate's rights, licenses, or activities, or requires the payment of money by IMG Seagate (whether or not such payment is indemnified hereunder) shall be subject to IMGSeagate's prior written approval, which approval shall not be unreasonably withheld. IMG Seagate shall be entitled to retain, at its expense so long as VERITAS performs its obligations pursuant to this section, counsel to participate in the defense and settlement of any claim. VERITAS shall have no liability to the extent the alleged infringement is caused by any modification of the Software Products or Documentation other than by -19- 21 VERITAS, or by combination of the Software Products or Documentation with IMG Seagate products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claim. In the case of any such excluded claim IMG Seagate shall defend and indemnify VERITAS to the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG Seagate for intellectual property infringement.

Infringement Indemnity. VERITASSeller agrees to indemnify and hold harmless Unisys, at its sole expensesubsidiaries, will defend Affiliates and subcontractors, and third party reseller customers, and end user customers of any action brought against IMG, any IMG Distributors, or their End User customers of the aforesaid (the "Indemnified Parties") from any claim, liability, damage or expense including but not limited to legal expenses, of whatever kind for or on account of patent infringement, copyright infringement, misappropriation of trade secrets or violation of other proprietary rights in connection with or relating to the extent based on a claim use, copying, reproduction, distribution, selling, licensing or other disposition of the Products. Seller agrees to defend or settle all suits and proceedings arising out of any of the foregoing provided, however, that any Software Product Unisys shall give Seller prompt written notice of all suits or Documentation infringes any patent, copyright, threats of suit and other such claims concerning patent or copyright infringement or misappropriation of trade secret, secrets or other intellectual property right. VERITAS will pay against any award against of the Indemnified Parties, or settlement entered into on the Indemnified Parties' behalf, and will indemnify and hold IMG harmless against all liability, costs, expenses, and direct damages suffered or incurred by IMG, based on such infringement or claim thereof, provided however that IMG shall notify VERITAS promptly in writing of the claim, shall provide reasonable assistance (at VERITAS' expense) in connection with the defense and/or settlement thereof, and shall permit VERITAS to control the defense and/or settlement thereof. Any settlement which restricts any of IMG's rights, licenses, or activities, or requires the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject to IMG's prior written approval, which approval shall not be unreasonably withheld. IMG shall be entitled to retainUnisys, at its expense so long as VERITAS performs its obligations pursuant to this sectionown expense, counsel shall have the right to participate in the Seller's defense and settlement of any claim. VERITAS shall have no liability to the extent the alleged infringement is caused by any modification of the Software Products or Documentation other than by VERITAS, or by combination of the Software Products or Documentation with IMG products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claimsuch action through Unisys' own counsel. In the case event that Seller fails, after notice, to adequately defend or settle any action which it is obligated to defend or settle under this Section V.D., Unisys shall have the right of prosecuting and defending such excluded claim IMG action or actions and to collect such costs and expenses (including attorney's fees) from Seller and further shall defend have the right to charge Seller with any and indemnify VERITAS to the same extentall awards, damages, and subject court costs in such action or actions and to the same conditionscollect such awards, as damages, and court costs from Seller. If any Product is held to be an infringement or misappropriation for which indemnification is to be provided herein. The foregoing states the exclusive remedy of VERITAS by Seller, and the sole liability of IMG for intellectual property infringement.its use is enjoined, Seller shall, at Seller's option and expense, either:

Infringement Indemnity. VERITASThe Supplier shall be responsible for obtaining, at its sole expensepaying for, will defend and abiding by all licenses necessary for any action brought against IMGpatented, any IMG Distributorscopyrighted, or otherwise legally-protected intellectual property used in any software, Supplier Pre-Existing Property, Supplier IP, or Custom Works that is necessary for any of the Services provided hereunder. Further, notwithstanding any other provision of this Agreement, the Supplier shall indemnify, defend, and hold the Bank and the Company, their End User customers directors, agents, employees, and officers harmless against any suits, costs, liabilities, claims, damages, judgments, awards, losses, penalties, and/or expenses ("Indemnified Parties"including attorneys’ fees) to the extent based on a arising out of any third party claim that the software, Supplier Pre-Existing Property, Supplier IP, Custom Works, or Services provided by the Supplier, and/or any Software Product reasonably foreseeable use by the Bank or Documentation the Company of any software, Supplier Pre-Existing Property, Supplier IP, Custom Works, or Services infringes any United States copyright, patent, copyright, trade secrettrademark, or other intellectual property proprietary right, or constitutes misuse of a trade secret or confidential information belonging to a third party. VERITAS will pay The Supplier shall defend at its own expense any award suit or proceeding brought against the Indemnified Parties, Bank or settlement entered into on the Indemnified Parties' behalf, and will indemnify and hold IMG harmless against all liability, costs, expenses, and direct damages suffered or incurred by IMG, based on Company alleging such infringement or claim thereofmisuse. If the Bank or Company’s use of any software, provided however that IMG shall notify VERITAS promptly in writing of the claimSupplier Pre-Existing Property, shall provide reasonable assistance (at VERITAS' expense) in connection with the defense and/or settlement thereofSupplier IP, and shall permit VERITAS to control the defense and/or settlement thereof. Any settlement which restricts any of IMG's rights, licensesCustom Works, or activitiesServices provided hereunder is prevented by injunction or found by a court of law to be infringing in any manner and to any degree, or requires is in the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject Supplier’s reasonable opinion likely to IMG's prior written approvalbecome so infringing, which approval shall not be unreasonably withheld. IMG shall be entitled to retainthe Supplier shall, at its expense so long as VERITAS performs its obligations pursuant the Bank and Company’s option and Supplier’s expense: (i) procure for the Bank and the Company the right to this sectioncontinue using such software, counsel to participate in the defense and settlement of any claim. VERITAS shall have no liability to the extent the alleged infringement is caused by any modification of the Software Products or Documentation other than by VERITASSupplier Pre- Existing Property, Supplier IP, Custom Works, or by combination of Services; (ii) modify the Software Products software, Supplier Pre- Existing Property, Supplier IP, Custom Works, or Documentation with IMG products Services in a manner acceptable to Bank to become non-infringing; or (iii) substitute other non-VERITAS programsinfringing software, where Supplier Pre-Existing Property, Supplier IP, Custom Works, or Services that are acceptable to Bank and the unmodified Software Products or Documentation alone would Company. If the foregoing options (i), (ii), and (iii) are not have given rise reasonably available, the Bank and the Company may terminate this Agreement, and in either case Supplier shall refund to the claim. In Bank or the case Company any such excluded claim IMG shall defend and indemnify VERITAS amounts the Bank or the Company paid to Supplier before the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG for intellectual property infringementtermination date.

Infringement Indemnity. VERITASONYX, at its sole own expense, will defend indemnify, defend, and hold harmless any action claim or award of costs and damages brought against IMG, any IMG Distributors, or their End User customers ("Indemnified Parties") Licensee to the extent that it is based on a claim that any the Licensed Software Product or Documentation used within the scope of this Agreement infringes any patent, copyright, trade secrettrademark, or other intellectual property right. VERITAS will pay right in any award against country where ONYX has authorized the Indemnified Parties, or settlement entered into on distribution of the Indemnified Parties' behalf, and will indemnify and hold IMG harmless against all liability, costs, expenses, and direct damages suffered or incurred by IMG, based on such infringement or claim thereofLicensed Software, provided however that IMG shall notify VERITAS ONYX is promptly notified in writing of such claim. ONYX shall have the claim, shall provide reasonable assistance (at VERITAS' expense) in connection with the defense and/or settlement thereof, and shall permit VERITAS right to control the defense and/or settlement thereofof all such claims, lawsuits and other proceedings. Any settlement which restricts In no event shall Licensee settle any of IMG's rightssuch claim, licenseslawsuit, or activities, or requires the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject to IMGproceeding without ONYX's prior written approval, which approval shall not be unreasonably withheld. IMG shall be entitled to retain, at its expense so long as VERITAS performs its obligations pursuant to this section, counsel to participate in the defense and settlement of any claim. VERITAS ONYX shall have no liability for any settlement or compromise made without its consent. ONYX shall have no liability for any claim under this section if said infringement claim is based on the use of a superseded or altered version of the Licensed Software or in the event such claim is based upon any modification or enhancement to the extent the alleged infringement is caused Licensed Software made by any modification of the Software Products Licensee or Documentation other than by VERITAS, or by combination of the Software Products or Documentation with IMG products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claimAuthorized Users. In the case any event a third party infringement claim is sustained in a final judgment from which no further appeal is taken or possible, or if Licensee's use of the Licensed Software is enjoined by a court, then ONYX shall, in its sole election and at its expense either (i) procure for Licensee the right to continue to use the Licensed Software pursuant to this Agreement; (ii) replace or modify the Licensed Software to make it non-infringing, provided that such excluded claim IMG replacement or modification does not materially decrease the functionality of the Licensed software; or (iii) terminate this Agreement and refund to Licensee the amount paid by Licensee in license fees for the Licensed Software which gave rise to such claim. ONYX agrees to use option (iii) above only in the event that options (i) and (ii) are commercially impracticable. ONYX shall defend and indemnify VERITAS have no other liability or obligation to the same extent, and subject to the same conditions, Licensee except as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG for intellectual property infringementexpressly set forth above.

Infringement Indemnity. VERITAS, at its sole expense, will ---------------------- defend any action brought against IMGSeagate, any IMG Seagate Distributors, or their End User customers ("Indemnified Parties") to the extent based on a claim that any Software Product or Documentation infringes any patent, copyright, trade secret, or other intellectual property right. VERITAS will pay any award against the Indemnified Parties, or settlement entered into on the Indemnified Parties' behalf, and will indemnify and hold IMG Seagate harmless against all liability, costs, expenses, and direct damages suffered or incurred by IMGSeagate, based on such infringement or claim thereof, provided however that IMG Seagate shall notify VERITAS promptly in writing of the claim, shall provide reasonable assistance (at VERITAS' expense) in connection with the defense and/or settlement thereof, and shall permit VERITAS to control the defense and/or settlement thereof. Any settlement which restricts any of IMGSeagate's rights, licenses, or activities, or requires the payment of money by IMG Seagate (whether or not such payment is indemnified hereunder) shall be subject to IMGSeagate's prior written approval, which approval shall not be unreasonably withheld. IMG Seagate shall be entitled to retain, at its expense so long as VERITAS performs its obligations pursuant to this section, counsel to participate in the defense and settlement of any claim. VERITAS shall have no liability to the extent the alleged infringement is caused by any modification of the Software Products or Documentation other than by VERITAS, or by combination of the Software Products or Documentation with IMG Seagate products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claim. In the case of any such excluded claim IMG Seagate shall defend and indemnify VERITAS to the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG Seagate for intellectual property infringement.

Infringement Indemnity. VERITAS, at its sole expense, will defend ---------------------- any action brought against IMG, any IMG Distributors, or their End User customers ("Indemnified Parties") to the extent based on a claim that any Software Product or Documentation infringes any patent, copyright, trade secret, or other intellectual property right. VERITAS will pay any award against the Indemnified Parties, or settlement entered into on the Indemnified Parties' behalf, and will indemnify and hold IMG harmless against all liability, costs, expenses, and direct damages suffered or incurred by IMG, based on such infringement or claim thereof, provided however that IMG shall notify VERITAS promptly in writing of the claim, shall provide reasonable assistance (at VERITAS' expense) in connection with the defense and/or settlement thereof, and shall permit VERITAS to control the defense and/or settlement thereof. Any settlement which restricts any of IMG's rights, licenses, or activities, or requires the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject to IMG's prior written approval, which approval shall not be unreasonably withheld. IMG shall be entitled to retain, at its expense so long as VERITAS performs its obligations pursuant to this section, counsel to participate in the defense and settlement of any claim. VERITAS shall have no liability to the extent the alleged infringement is caused by any modification of the Software Products or Documentation other than by VERITAS, or by combination of the Software Products or Documentation with IMG products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claim. In the case of any such excluded claim IMG shall defend and indemnify VERITAS to the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG for intellectual property infringement.

Infringement Indemnity. VERITASVistula shall indemnify, at defend, and hold Telstra and its sole expenseAffiliates harmless from and against any claims, will defend demands, liabilities, losses, damages, judgments or settlements, including all reasonable costs and expenses related thereto, including attorney’s fees, directly or indirectly resulting from any action brought against IMG, claimed infringement or violation of any IMG Distributors, or their End User customers ("Indemnified Parties") to the extent based on a claim that any Software Product or Documentation infringes any patent, copyright, trade secretpatent, or other intellectual property rightright by the Products, any part thereof or the use of the Products. VERITAS will pay Vistula shall have no liability under this Section 12.1 with respect to any award against the Indemnified Partiesclaims, demands, liabilities, losses, damages, judgments or settlement entered into on the Indemnified Parties' behalf, and will indemnify and hold IMG harmless against all liability, costs, expenses, and direct damages suffered settlements resulting from (a) infringement by a combination of any Product with other products or incurred services not furnished by IMG, based on such Vistula hereunder; or (b) infringement solely resulting from any modification or claim thereof, provided however that IMG addition to any Product by any person or entity other than Vistula. Vistula shall notify VERITAS have no liability under this Section 12.1 unless Telstra (a) promptly notifies Vistula in writing of the claim, shall provide action or proceeding, (b) gives Vistula full authority and reasonable information and assistance (at VERITAS' expense) in connection with the defense and/or settlement thereofto defend such claim, action or proceeding, and shall permit VERITAS to (c) gives Vistula sole control the defense and/or settlement thereof. Any settlement which restricts any of IMG's rights, licenses, or activities, or requires the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject to IMG's prior written approval, which approval shall not be unreasonably withheld. IMG shall be entitled to retain, at its expense so long as VERITAS performs its obligations pursuant to this section, counsel to participate in the defense and settlement of such claim, action or proceeding and all negotiations relating thereto. If a Product or any claimpart thereof becomes, or in Vistula’s reasonable opinion is likely to become, the subject of a valid claim of infringement or the like under any patent, copyright or trade secret law, Vistula shall have the right, at its option and expense, either to obtain a license permitting the continued use of the Product or such part, to replace or modify it so that it becomes non-infringing, or to terminate the license granted herein to distribute the Product. VERITAS Vistula shall have no liability hereunder for any costs incurred or settlement entered into without its prior written consent, such consent not to the extent the alleged infringement is caused by any modification of the Software Products or Documentation other than by VERITAS, or by combination of the Software Products or Documentation with IMG products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claim. In the case any such excluded claim IMG shall defend and indemnify VERITAS to the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG for intellectual property infringementbe unreasonably withheld.

Infringement Indemnity. VERITAS, at its sole expense, will defend any action brought against IMG, any IMG Distributors, or their End User customers ("Indemnified Parties") to the extent based on a claim that any Software Product or Documentation infringes any patent, copyright, trade secret, or other 22 <PAGE> intellectual property right. VERITAS will pay any award against the Indemnified Parties, or settlement entered into on the Indemnified Parties' behalf, and will indemnify and hold IMG harmless against all liability, costs, expenses, and direct damages suffered or incurred by IMG, based on such infringement or claim thereof, provided however that IMG shall notify VERITAS promptly in writing of the claim, shall provide reasonable assistance (at VERITAS' expense) in connection with the defense and/or settlement thereof, and shall permit VERITAS to control the defense and/or settlement thereof. Any settlement which restricts any of IMG's rights, licenses, or activities, or requires the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject to IMG's prior written approval, which approval shall not be unreasonably withheld. IMG shall be entitled to retain, at its expense so long as VERITAS performs its obligations pursuant to this section, counsel to participate in the defense and settlement of any claim. VERITAS shall have no liability to the extent the alleged infringement is caused by any modification of the Software Products or Documentation other than by VERITAS, or by combination of the Software Products or Documentation with IMG products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claim. In the case any such excluded claim IMG shall defend and indemnify VERITAS to the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG for intellectual property infringement.. 14.2

Infringement Indemnity. VERITAS, at its sole expense, Licensor will defend and pay the costs and damages awarded by a court of final jurisdiction arising from any action third-party claims brought against IMG, any IMG Distributors, or their End User customers ("Indemnified Parties") to Licensee claiming that the extent based on a claim that any Software Product or Documentation infringes any patent, copyright, 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, or other intellectual property right. VERITAS will pay any award against the Indemnified Partiescompromise, or settlement entered into on the Indemnified Parties' behalfnegotiation, and will indemnify defense of any such action; and hold IMG harmless against all liability(c) Licensee cooperates, costsin good faith, expensesin 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 direct damages suffered Your Authorized users arising out of or incurred by IMG, based on such infringement or claim thereof, provided however that IMG shall notify VERITAS promptly in writing of the claim, shall provide reasonable assistance (at VERITAS' expense) in connection with the defense and/or settlement Software or use thereof, and shall permit VERITAS agree to control the defense and/or settlement thereof. Any settlement which restricts indemnify and hold harmless Licensor and its employees, officers, agents, directors, affiliates etc from any claims, liabilities, losses, damages, demands, actions, expenses and costs, including, without limitation, attorney’s fees and court costs arising out of or in connection with any of IMG's rights, licenses, or activities, or requires the payment of money by IMG (whether or not such payment is indemnified hereunderfollowing :(i) shall be subject to IMG's prior written approval, which approval shall not be unreasonably withheld. IMG shall be entitled to retain, at its expense so long as VERITAS performs its obligations pursuant to this section, counsel to participate in the defense and settlement Your breach of any claim. VERITAS shall have no liability to covenant, obligation, representation or warranty in this Terms of Use;(ii) Your Authorized user's use of the extent the alleged Software; (iii) any third party infringement is caused or misappropriation by any modification or through use of the Software Products or Documentation in a manner other than by VERITAS, or by combination as permitted in this Terms of the Software Products or Documentation with IMG products or other non-VERITAS programs, where the unmodified Software Products or Documentation alone would not have given rise to the claim. In the case any such excluded claim IMG shall defend and indemnify VERITAS to the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG for intellectual property infringement.Use

Infringement Indemnity. VERITASThe Supplier shall be responsible for obtaining, at its sole expensepaying for, will defend and abiding by all licenses necessary for any action brought against IMGpatented, any IMG Distributorscopyrighted, or their End User customers otherwise legally protected intellectual property used in any software, Supplier Pre-Existing Property, Supplier IP, or Custom Works that is necessary for any of the Services provided hereunder. Further, notwithstanding any other provision of this Agreement, the Supplier shall indemnify, defend, and hold the Bank, its directors, agents, employees, and officers harmless against any suits, costs, liabilities, claims, damages, judgments, awards, losses, penalties, and/or expenses ("Indemnified Parties"including attorneys’ fees) to the extent based on a arising out of any claim that the software, Supplier Pre-Existing Property, Supplier IP, Custom Works, or Services provided by the Supplier, and/or any Software Product reasonably foreseeable use by the Bank of any software, Supplier Pre-Existing Property, Supplier IP, Custom Works, or Documentation Services infringes any United States copyright, patent, copyright, trade secrettrademark, or other intellectual property proprietary right, or constitutes misuse of a trade secret or confidential information belonging to a third party. VERITAS will pay The Supplier shall defend at its own expense any award suit or proceeding brought against the Indemnified Parties, or settlement entered into on the Indemnified Parties' behalf, and will indemnify and hold IMG harmless against all liability, costs, expenses, and direct damages suffered or incurred by IMG, based on Bank alleging such infringement or claim thereofmisuse. If the Bank’s use of any software, provided however that IMG shall notify VERITAS promptly in writing of the claimSupplier Pre-Existing Property, shall provide reasonable assistance (at VERITAS' expense) in connection with the defense and/or settlement thereofSupplier IP, and shall permit VERITAS to control the defense and/or settlement thereof. Any settlement which restricts any of IMG's rights, licensesCustom Works, or activitiesServices provided hereunder is prevented by injunction or found by a court of law to be infringing in any manner and to any degree, or requires is in the payment of money by IMG (whether or not such payment is indemnified hereunder) shall be subject Supplier’s reasonable opinion likely to IMG's prior written approvalbecome so infringing, which approval shall not be unreasonably withheld. IMG shall be entitled to retainthe Supplier shall, at its expense so long as VERITAS performs its obligations pursuant the Bank’s option and Supplier’s expense: (i) procure for the Bank the right to this sectioncontinue using such software, counsel to participate in the defense and settlement of any claim. VERITAS shall have no liability to the extent the alleged infringement is caused by any modification of the Software Products or Documentation other than by VERITASSupplier Pre-Existing Property, Supplier IP, Custom Works, or by combination of Services; (ii) modify the Software Products software, Supplier Pre-Existing Property, Supplier IP, Custom Works, or Documentation with IMG products Services in a manner acceptable to Bank to become non-infringing; or (iii) substitute other non-VERITAS programsinfringing software, where Supplier Pre-Existing Property, Supplier IP, Custom Works, or Services that are acceptable to Bank. If the unmodified Software Products or Documentation alone would foregoing options (i), (ii), and (iii) are not have given rise INTERNAL FR/OFFICIAL USE // EXTERNAL reasonably available, the Bank may terminate this Agreement, and in either case Supplier shall refund to the claim. In Bank any amounts the case any such excluded claim IMG shall defend and indemnify VERITAS Bank paid to Supplier before the same extent, and subject to the same conditions, as provided herein. The foregoing states the exclusive remedy of VERITAS and the sole liability of IMG for intellectual property infringementtermination date.