Common use of INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; INDEMNIFICATION Clause in Contracts

INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; INDEMNIFICATION. 7.1 Corillian agrees to defend, indemnify and hold harmless Client and its Affiliates against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from or in connection with any claim that the Products, as used within the scope of this Agreement, infringe or otherwise violate or misappropriate any copyright, patent, trademark or other proprietary rights of a third party. Notwithstanding the foregoing, Corillian shall have no obligation to indemnify Client or its Affiliates if any such third-party claim is caused by a modification or customization of the Products made by Client or its Affiliates without the written consent of Corillian, and Corillian shall also have no obligation to indemnify Client or its Affiliates to the extent such a claim arises out of the negligence or willful misconduct of Client or its Affiliates. 7.2 In the case of any claim arising under this Section 7 or under Section 8 hereof, (i) the indemnified party shall notify the indemnifying party in writing within a reasonable time of receipt of written notice of any such claim, (ii) the indemnifying party shall have control of the defense and all related negotiations, including settlement negotiations, provided, however that the indemnifying party shall not impose any obligations upon the party seeking indemnification in the absence of such party's written consent, and (iii) the indemnified party shall provide the indemnifying party with reasonable assistance, information and authority necessary to perform the above obligations. Reasonable out-of-pocket expenses incurred by the indemnified party in providing such assistance will be reimbursed as promptly as practicable by the indemnifying party. 7.3 If Client's use of any Products under the terms of this Agreement is, or in Corillian's opinion is likely to be, enjoined due to infringement, violation or misappropriation claims, then Corillian may, at its sole option and expense, either: (i) procure for Client the right to continue using such Products under the terms of this Agreement; (ii) replace or modify such Products so that they are non-infringing, violating or misappropriating and substantially equivalent in function; or (iii) if options (i) or (ii) above cannot be accomplished despite the reasonable efforts of Corillian, then Corillian may both: 7.3.1 Terminate Client's rights and Corillian's obligations under this Agreement with respect to such Products, and 7.3.2 Refund to Client the unamortized portion of the license fees paid by Client to Corillian. Amortization is to be calculated using a five-year straight line depreciation method. 7.4 THE FOREGOING ARE CORILLIAN'S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. 7.5 Corillian shall have no obligations under this section 7 with respect to infringement or misappropriation arising from (i) modifications to the Products that were not authorized by Corillian, (ii) Product specifications requested by Client, unless approved by Corillian or (iii) the use of the Products in combination with products not provided, recommended or otherwise contemplated by Corillian, unless Corillian has been given prior written notice of such use and has approved it in writing, which approval may be granted or withheld in Corillian's sole discretion. 7.6 The provisions of this Section 7 shall survive the termination of this Agreement.

INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; INDEMNIFICATION. 7.1 Corillian agrees to 8.1 Each party (the Indemnifying Party) shall defend, indemnify and hold harmless Client the other party (the Indemnified Party) and its Affiliates against any third-party officers, directors and employees from, and against, all claims, liabilities, lossescosts, damages, costs expenses, settlements, awards, demands and expenses liability, based on a claim that the services provided pursuant to this Agreement (including reasonable attorneys' feesthe “Services”) arising from or any work product produced in connection with the Services provided under this Agreement infringe any claim that the Products, as used within the scope of this Agreement, infringe or otherwise violate or misappropriate any copyright, valid patent, trademark trademark, copyright or other proprietary rights trade secret of a third party. Notwithstanding the foregoing, Corillian shall have no obligation to indemnify Client party or its Affiliates if any such third-party claim is caused by a modification or customization of the Products made by Client or its Affiliates without the written consent of Corillian, and Corillian shall also have no obligation to indemnify Client or its Affiliates to the extent such a claim arises out of the negligence or willful misconduct of Client or its Affiliates. 7.2 In the case of any claim arising under this Section 7 or under Section 8 hereof, similar claims provided that (i) the indemnified party shall notify Indemnified Party promptly notifies the indemnifying party Indemnifying Party in writing within a reasonable time of receipt of written notice of any such claim, action; (ii) the indemnifying party Indemnifying Party shall have sole control of the defense of any such action and all related negotiationsnegotiations for its settlement or compromise, including provided that no settlement negotiations, provided, however that or compromise may be entered into by the indemnifying party shall not impose any obligations upon Indemnifying Party without first obtaining a full and complete release of the party seeking indemnification in the absence of such party's written consent, Indemnified Party; and (iii) the indemnified party Indemnified Party shall provide cooperate reasonably with the indemnifying party with reasonable assistanceIndemnifying Party at the expense of the Indemnifying Party in the defense, information and authority necessary to perform settlement or compromise of any such action. In the above obligations. Reasonable out-of-pocket expenses incurred by event that a final injunction is obtained against the indemnified party in providing such assistance will be reimbursed as promptly as practicable by the indemnifying party. 7.3 If Client's Indemnifying Party’s use of any Products under the terms of this Agreement isServices, or if the Indemnifying Party reasonably believes that the Indemnified Party’s use of the Services could be so enjoined, or if in Corillian's the Indemnifying Party’s opinion is any Services are likely to be, enjoined due to become the subject of a successful claim of such infringement, violation or misappropriation claims, then Corillian maythe Indemnifying Party shall, at its sole option and expense, either: (i) procure for Client the Indemnified Party the right to continue using such Products under the terms of Services as provided in this Agreement; , (ii) replace or modify such Products the Services so that they are become non-infringinginfringing (so long as the functionality of the Services is essentially unchanged) or, violating or misappropriating and substantially equivalent in function; or the event neither of the previous two options are commercially feasible for the Indemnifying Party, (iii) if options (i) or (ii) above cannot be accomplished despite terminate the reasonable efforts rights granted hereunder with no further obligation on the part of Corillian, then Corillian may both: 7.3.1 Terminate Client's rights and Corillian's obligations under the Indemnified Party. This indemnification clause shall survive termination of this Agreement with respect to indemnification obligations arising prior to such Productstermination. For all purposes of this Agreement, and 7.3.2 Refund to Client the unamortized portion of the license fees paid by Client to Corillian. Amortization is only “Services” to be calculated using a five-year straight line depreciation methodperformed by Supplier for Xxxxxx’x under this Agreement shall be the booking of reservations at the Xxxxxx’x casinos. 7.4 THE FOREGOING ARE CORILLIAN'S SOLE AND EXCLUSIVE OBLIGATIONS8.2 Xxxxxx’x shall defend, AND CLIENT'S SOLE AND EXCLUSIVE REMEDIESindemnify and hold harmless Supplier and its officers, WITH RESPECT TO INFRINGEMENTdirectors and employees from, VIOLATION OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. 7.5 Corillian shall have no obligations and against, all claims, costs, damages, expenses, settlements, awards, demands and liability, based on a claim that the Xxxxxx’x Marks authorized for use by Supplier under this section 7 with respect to infringement Agreement infringe any valid patent, trademark, copyright or misappropriation arising from trade secret of a third party or similar claims provided that (i) modifications Supplier promptly notifies Xxxxxx’x in writing of such action; (ii) Xxxxxx’x shall have sole control of the defense of any such action and all negotiations for its settlement or compromise, provided that no settlement or compromise may be entered into by Xxxxxx’x without first obtaining a full and complete release of Supplier; and (iii) Supplier shall cooperate reasonably with Xxxxxx’x at the expense of Xxxxxx’x in the defense, settlement or compromise of any such action. In the event that a final injunction is obtained against Supplier’s use of the Xxxxxx’x Marks, or if Xxxxxx’x reasonably believes that Supplier’s use of the Xxxxxx’x Marks could be so enjoined, or if in Xxxxxx’x opinion any Xxxxxx’x Marks are likely to become the Products that were not authorized by Corilliansubject of a successful claim of such infringement, Xxxxxx’x shall, at its sole option and expense, (i) procure for Supplier the right to continue using the Xxxxxx’x Marks as provided in this Agreement, (ii) Product specifications requested by Clientreplace or modify the Xxxxxx’x Marks so that they become non-infringing or, unless approved by Corillian or in the event neither of the previous two options are commercially feasible for Xxxxxx’x, (iii) terminate the use of rights granted hereunder with respect to the Products in combination with products not provided, recommended or otherwise contemplated by Corillian, unless Corillian has been given prior written notice of such use and has approved it in writing, which approval may be granted or withheld in Corillian's sole discretion. 7.6 The provisions of this Section 7 Xxxxxx’x Marks at issue. This indemnification clause shall survive the termination of this AgreementAgreement with respect to indemnification obligations arising prior to such termination.

INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; INDEMNIFICATION. 7.1 14.1 Corillian agrees to defend, indemnify and hold harmless Client and its Affiliates Partner against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from or in connection with any claim that the Products, as used within the scope of this Agreement, infringe or otherwise violate or misappropriate any copyright, patent, trademark patent or other proprietary intellectual property rights of a third party. Notwithstanding the foregoing, Corillian shall have no obligation to indemnify Client or its Affiliates if any such third-party claim is caused by a modification or customization of the Products made by Client or its Affiliates without the written consent of Corillian, and Corillian shall also have no obligation to indemnify Client or its Affiliates to the extent such a claim arises out of the negligence or willful misconduct of Client or its Affiliates. 7.2 14.2 In the case of any claim arising under this Section 7 or under Section 8 hereofsection 13, (i) the indemnified party Partner shall notify the indemnifying party Corillian in writing within a reasonable time thirty (30) days of receipt of written notice of any such claim, (ii) the indemnifying party Corillian shall have control of the defense and all related negotiations, including settlement negotiations, provided, however that the indemnifying party shall not impose any obligations upon the party seeking indemnification in the absence of such party's written consent, and (iii) the indemnified party Partner shall provide the indemnifying party Corillian with reasonable assistance, information and authority necessary to perform the above obligations. Reasonable out-of-pocket expenses incurred by the indemnified party Partner in providing such assistance will be reimbursed as promptly as practicable by the indemnifying partyCorillian. 7.3 14.3 If ClientPartner's use or sublicense of any Products under the terms of this Agreement is, or in Corillian's opinion is likely to be, enjoined due to infringement, violation infringement or misappropriation claims, then Corillian may, at its sole option and expense, either: (i) procure for Client Partner the right to continue using or sublicensing such Products under the terms of this Agreement; (ii) replace or modify such Products so that they are non-infringing, violating or misappropriating infringing and substantially equivalent in function; or (iii) if options (i) or (ii) above cannot be accomplished despite the reasonable efforts of Corillian, then Corillian may both: 7.3.1 14.3.1 Terminate ClientPartner's rights and Corillian's obligations under this Agreement with respect to such Products, and 7.3.2 14.3.2 Refund to Client the unamortized portion of Partner the license fees paid by Client Partner to Corillian. Amortization is to be calculated using a five-year straight line depreciation method. 7.4 THE FOREGOING ARE CORILLIAN'S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. 7.5 14.4 Corillian shall have no obligations under this section 7 14 with respect to infringement or misappropriation arising from (i) modifications to the Products that were not authorized by Corillian, (ii) Product specifications requested by ClientPartner, unless approved by Corillian or Corillian, (iii) the use of the Products in combination with products not provided, recommended or otherwise contemplated provided by Corillian, unless Corillian has been given prior written notice of such use and has approved it in writingit, which approval may shall not be granted or unreasonably withheld in Corillian's sole discretionaccordance with Clause 2.8,, or (iv) the negligence or willful misconduct of Partner. 7.6 The provisions of this Section 7 shall survive the termination of this Agreement.

INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; INDEMNIFICATION. 7.1 Corillian 16.1 AMYRIS warrants that, to the best of its knowledge, the manufacturing of the Products, or any item thereof, does not violate any third party’s intellectual or industrial property rights. 16.2 Without prejudice to Section 9.2 above, AMYRIS hereby agrees to defend, indemnify and hold harmless Client BDB, its officers, agents, affiliates, successors and its Affiliates assigns, from and against any third-party claimsliability, liabilities, losses, damages, costs cost and expenses expense (including reasonable attorneys' ’ fees) arising from out of or in connection with related to any claim being made or action brought against BDB alleging that BDB’s manufacture of Products in accordance with this Agreement infringes the Products, as used within the scope of this Agreement, infringe intellectual or otherwise violate or misappropriate any copyright, patent, trademark or other proprietary industrial property rights of a third party. Notwithstanding , provided that BDB (a) promptly notifies the foregoing, Corillian shall have no obligation to indemnify Client or its Affiliates if any such third-party claim is caused by a modification or customization AMYRIS in writing of the Products made by Client or its Affiliates without the written consent of Corillian, and Corillian shall also have no obligation to indemnify Client or its Affiliates to the extent such a claim arises out of the negligence or willful misconduct of Client or its Affiliates. 7.2 In the case of any claim arising under this Section 7 or under Section 8 hereof, claim; (ib) the indemnified party shall notify the indemnifying party in writing within a reasonable time of receipt of written notice of any such claim, (ii) the indemnifying party shall have grants AMYRIS sole control of the defense and all related negotiations, including settlement negotiations, provided, however that of the indemnifying party shall not impose any obligations upon the party seeking indemnification in the absence of such party's written consent, claim; and (iiic) the indemnified party shall provide the indemnifying party provides AMYRIS with reasonable all assistance, information and authority necessary to perform reasonably required for the above obligations. Reasonable out-of-pocket expenses incurred by defense and settlement of the indemnified party in providing such assistance will be reimbursed as promptly as practicable by the indemnifying party. 7.3 If Client's use of any Products under the terms of this Agreement is, or in Corillian's opinion is likely to be, enjoined due to infringement, violation or misappropriation claims, then Corillian mayclaim, at its sole option AMYRIS’s expense. Notwithstanding *Certain information on this page has been omitted and expense, either: (i) procure for Client filed separately with the right to continue using such Products under the terms of this Agreement; (ii) replace or modify such Products so that they are non-infringing, violating or misappropriating Securities and substantially equivalent in function; or (iii) if options (i) or (ii) above cannot be accomplished despite the reasonable efforts of Corillian, then Corillian may both: 7.3.1 Terminate Client's rights and Corillian's obligations under this Agreement Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the above, AMYRIS shall not have any obligation under this Section 16 to the extent such Productsinfringement is based on BDB’s use of equipment, and 7.3.2 Refund to Client the unamortized portion of the license fees paid materials, processes or procedures not supplied or required by Client to CorillianAMYRIS under this Agreement. Amortization is to be calculated using a five-year straight line depreciation method. 7.4 THE FOREGOING ARE CORILLIAN'S SHALL BE BDB’S SOLE AND EXCLUSIVE OBLIGATIONSRESPONSIBILITY, AND CLIENT'S SOLE AND EXCLUSIVE REMEDIESAMYRIS SHALL NOT HAVE ANY OTHER LIABILITY, WITH RESPECT TO INFRINGEMENTANY ACTUAL OR ALLEGED INFRINGEMENT OF THE INTELLECTUAL OR INDUSTRIAL PROPERTY RIGHTS OF ANY THIRD PARTY RESULTING FROM THE MANUFACTURING OF PRODUCTS OR FROM THE MANUFACTURING, VIOLATION USE OR MISAPPROPRIATION DISTRIBUTION OF INTELLECTUAL PROPERTY RIGHTSANY BY-PRODUCTS OF SUCH PRODUCTS. 7.5 Corillian shall have no obligations under this section 7 with respect to infringement or misappropriation arising from (i) modifications to the Products that were not authorized by Corillian, (ii) Product specifications requested by Client, unless approved by Corillian or (iii) the use of the Products in combination with products not provided, recommended or otherwise contemplated by Corillian, unless Corillian has been given prior written notice of such use and has approved it in writing, which approval may be granted or withheld in Corillian's sole discretion. 7.6 The provisions of this Section 7 shall survive the termination of this Agreement.