Common use of Infringement of Intellectual Property Rights Clause in Contracts

Infringement of Intellectual Property Rights. 14.1 The Supplier shall fully indemnify and hold the Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 14.1.1 the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which the Customer may become liable. The Customer at the Supplier’s expense shall give the Supplier all available assistance. 14.2 If the Services or any part thereof becomes, or in the Supplier’s reasonable opinion is likely to become, subject to any such action for infringement then, in addition to the indemnity under sub- condition 14.1.1 above, the Supplier shall at its own expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by the Agreement. 14.3 The Supplier shall indemnify the Customer against all losses, costs, damages and expenses whatsoever during the period that the Customer is deprived of the use of the Services by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition to the Charges or any extension of the Order lead time. 14.4 The Supplier shall not be liable under sub-condition 14.1.1 and 14.1.2 above for any such infringement or alleged infringement which arises as a result of the including in the Services or any element supplied by the Customer or any use of the Services for a purpose or in a manner different from that specified in, or reasonably to be inferred from, the Agreement.

Infringement of Intellectual Property Rights. 14.1 The Supplier shall fully 9.1 Tribia undertakes to defend, indemnify and hold harmless the Customer harmless from and against any and all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 14.1.1 the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which payable by the Customer may become liable. The incurred as a result of any claim, suit or proceeding brought against the Customer based on the allegation that the use of the Services constitutes an infringement of any intellectual property rights; provided that Tribia has been notified without undue delay in writing of such claim, suit or proceeding and that Tribia is given authority, reasonable information, and assistance (to a reasonable extent by the Customer and at Xxxxxx’s expense) to settle the Supplier’s expense shall give claim or control the Supplier all available assistance.defence of any suit or proceeding.‌ 14.2 9.2 If the Services or any part thereof becomes, or in the SupplierXxxxxx’s reasonable opinion is likely to become, the subject to of any such action for infringement thenclaim, suit or proceeding as referred to in addition to the indemnity under sub- condition 14.1.1 aboveclause 8.1, the Supplier shall Tribia shall, at its own expense negotiate to obtain the right option and expense, either: a. procure for the Customer the right to continue to use the Services in accordance with the Agreement; b. replace the allegedly infringing itemsparts of the Services with non-infringing equivalents; c. modify the Services so that it becomes non-infringing without detracting from function or performance; or d. if in Xxxxxx’s opinion none of the possibilities set out above are commercially feasible, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by terminate the Agreement. 14.3 9.3 The Supplier obligations set forth in clauses 8.1 and 8.2 shall indemnify not apply if the Customer against all lossesclaim is caused by, costs, damages and expenses whatsoever during or results from: a. the period that the Customer is deprived of the Customer's combination or use of the Services by reason of such negotiationswith software, replacements services, or modifications the outcome of which will be confirmed products developed by the issue of a Change Request which shall not entitle Customer or third parties, if the Supplier to any addition to claim would have been avoided by the Charges non-combined or any extension independent use of the Order lead timeServices; b. modification of the Services by anyone other than Tribia if the third-party claim would have been avoided by use of the unmodified Services; c. the Customer continues the allegedly infringing activity after being notified thereof or after being provided modifications or replacements that would have avoided the alleged infringement; or d. the Customer uses or has used the Services in a manner not in accordance with the Agreement or Xxxxxx’s written instructions. 14.4 9.4 The Supplier Customer shall not be liable under sub-condition 14.1.1 indemnify and 14.1.2 above for hold harmless Tribia from and against any such infringement or alleged infringement which arises and all damages, costs and expenses (including reasonable fees of attorneys and other professionals) incurred as a result of any claim, suit or proceeding brought against Tribia based on the including in allegation that the Customer's use of the Services constitutes an infringement of any third party rights, including but not limited to, if such claim results from: a. the Customer's combination or any element supplied use of the Services with software, services, or products developed by the Customer or any third parties, if the claim would have been avoided by the non-combined or independent use of the Services; b. modification of the Services for a purpose by anyone other than Tribia if the third-party claim would have been avoided by use of the unmodified Services; the Customer continues the allegedly infringing activity after being notified thereof or after being provided modifications or replacements that would have avoided the alleged infringement; or c. the Customer uses or has used the Services in a manner different from that specified in, not in accordance with the Agreement or reasonably to be inferred from, the AgreementXxxxxx’s written instructions.

Infringement of Intellectual Property Rights. 14.1 The Supplier shall fully indemnify and hold the Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxxmark, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services Equipment or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 14.1.1 : the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 clause 15.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 ; the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 ; the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which the Customer may become liable. The Customer at the Supplier’s expense shall give the Supplier all available assistance. 14.2 . If the Services Equipment or any part thereof becomes, or in the Supplier’s reasonable opinion is likely to become, subject to any such action for infringement then, in addition to the indemnity under sub- condition 14.1.1 sub-clause 15.1.1 above, the Supplier shall at its own expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by the Agreement. 14.3 . The Supplier shall indemnify the Customer against all losses, costs, damages and expenses whatsoever during the period that the Customer is deprived of the use of the Services Equipment by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition to the Charges or any extension of the Order lead time. 14.4 . The Supplier shall not be liable under sub-condition 14.1.1 clause 15.1.1 and 14.1.2 15.1.2 above for any such infringement or alleged infringement which arises as a result of the including in the Services Equipment or any element items supplied by the Customer or any use of the Services Equipment for a purpose or in a manner different from to that specified in, or reasonably to be inferred from, the Agreement.

Infringement of Intellectual Property Rights. 14.1 The Supplier shall fully Subject to the limitation of liability defined in Clause 14, Symetri undertakes to defend, indemnify and hold harmless the Customer harmless from and against any and all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 14.1.1 the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which payable by the Customer incurred as a result of any claim, suit or proceeding brought against the Customer based on the allegation that the use of the Licensed Programs constitutes an infringement of any intellectual property rights; provided that Symetri has been notified without undue delay in writing of such claim, suit or proceeding and given authority, reasonable information, and assistance (to a reasonable extent by the Customer and at Symetri’s expense) to settle the claim or control the defence of any suit or proceeding. In the event and to the extent Symetri does not initiate and proceed with a defence in a professional manner, the Customer may become liable. The Customer take all necessary steps, at the Supplier’s expense of Symetri, to defend and settle the claim, in which case the Customer will inform Symetri in writing of any such legal actions taken. Before the Customer takes any such action it shall give the Supplier all available assistance. 14.2 inform Symetri in writing and ensure Symetri is given time to initiate a defence. If the Services or any part thereof Licensed Programs becomes, or in the SupplierSymetri’s reasonable opinion is likely to become, the subject to of any such action for infringement thenclaim, suit or proceeding as referred to in addition to the indemnity under sub- condition 14.1.1 aboveclause 12.1, the Supplier shall Symetri shall, at its own expense negotiate to obtain the right option and expense, either: (a) procure for the Customer the right to continue to use the Licensed Programs in accordance with the Agreement; (b) replace the allegedly infringing itemsparts of the Licensed Programs with non-infringing equivalents; (c) modify the Licensed Programs so that it becomes non-infringing without detracting from function or performance; or (d) if in Symetri’s opinion none of the possibilities set out above are commercially feasible, if necessary by replacingterminate the Agreement and take back the infringing Licensing Programs and reimburse the license fee to the Customer, remove or modifying them, but without reducing their quality or ability to meet with a deduction of a reasonable sum in respect of the Customer’s requirements as specified by the Agreement. 14.3 The Supplier shall indemnify the Customer against all losses, costs, damages and expenses whatsoever during the period that the Customer is deprived of the use of the Services by reason Licensed Programs to the date of such negotiationstermination. The obligations set forth in clauses 12.1 and 12.2 shall not apply if the claim is caused by, replacements or modifications results from: (a) the outcome Customer’s combination or use of which will be confirmed the Licensed Programs with software, services, or products developed by the issue Customer or third Parties, if the claim would have been avoided by the non-combined or non-modified or independent use of the Licensed Programs; (b) modification of the Licensed Programs according to Customer’s specification or by anyone other than Symetri if the third party claim would have been avoided by use of the unmodified Licensed Programs; (c) the Customer continues the allegedly infringing activity after being notified thereof or after being provided modifications or replacements that would have avoided the alleged infringement; or (d) the Customer uses or has used the Licensed Programs in a manner not in accordance with the Agreement or Symetri’s written instructions. The remedies set forth above shall be the Customer’s sole and exclusive remedies in case of a Change Request which claim as referred to in clause 12.1. The Customer shall not entitle the Supplier to indemnify and hold harmless Symetri from and against any addition to the Charges or any extension and all damages, costs and expenses (including reasonable fees of the Order lead time. 14.4 The Supplier shall not be liable under sub-condition 14.1.1 attorneys and 14.1.2 above for any such infringement or alleged infringement which arises other professionals) incurred as a result of any claim, suit or proceeding brought against Symetri based on the allegation that the Customer’s use of the Licensed Programs constitutes an infringement of any third party rights , including in but not limited to, if such claim results from: (a) the Services Customer’s combination or any element supplied use of the Licensed Programs with software, services, or products developed by the Customer or any third parties or based on the Customer’s specification, if the claim would have been avoided by the non-combined or non-modified or independent use of the Services for a purpose Licensed Programs; (b) modification of the Licensed Programs according to Customer’s specification or by anyone other than Symetri if the third party claim would have been avoided by use of the unmodified Licensed Programs; (c) the Customer continues the allegedly infringing activity after being notified thereof or after being provided modifications or replacements that would have avoided the alleged infringement; or (d) the Customer uses or has used the Licensed Programs in a manner different from that specified in, not in accordance with the Agreement or reasonably to be inferred from, the AgreementSymetri’s written instructions.

Infringement of Intellectual Property Rights. 14.1 The Supplier 9.1 PDSVISION warrants that the Deliverables shall fully indemnify and hold not infringe third party intellectual property rights in the Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason agreed country of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 14.1.1 the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which the Customer may become liable. The Customer at the Supplier’s expense shall give the Supplier all available assistancedelivery. 14.2 If the Services or any part thereof becomes, or in the Supplier’s reasonable opinion is likely to become, subject to any such action for infringement then, in addition to the indemnity under sub- condition 14.1.1 above, the Supplier 9.2 PDSVISION shall at its own expense negotiate indemnify the Client against claims presented against the Client that a Deliverable infringes third party intellectual property rights in the agreed country of delivery or use provided that the Client promptly notifies PDSVISION in writing of such presented claims and permits PDSVISION to defend or settle the claims on behalf to the Client and gives to PDSVISION, at the request of PDSVISION and at PDSVISION’s expense, all necessary information and assistance available and the necessary authorizations. PDSVISION shall pay all damages awarded in a trial or agreed to be paid to a third party if the Client has acted in accordance with the foregoing. 9.3 If in the reasonable opinion of PDSVISION a Deliverable infringes third party intellectual property rights in the agreed country of delivery or use or if such infringement has been confirmed in a trial, PDSVISION shall and may at its own expense and discretion either (a) obtain the right to continue use of the Deliverable for the Customer Client, (b) replace the Deliverable with a product or service that complies with this Agreement and corresponds to continue the Deliverables, or (c) modify the Deliverable in order to use eliminate the infringing itemsinfringement in such a manner that the modified Deliverable complies with this Agreement. If none of the above-mentioned alternatives is available to PDSVISION on reasonable terms, if necessary by replacingthe Client shall, remove or modifying themat the request of PDSVISION, but without reducing their quality or ability to meet stop using the Customer’s requirements as specified Deliverable and return it, and PDSVISION shall refund the price paid by the AgreementClient for the Deliverable less the proportion of the price corresponding to the actual time of use. 14.3 The Supplier shall indemnify 9.4 PDSVISION shall, however, not be liable if the Customer against all lossesclaim (a) is asserted by a company, costswhich is an Affiliate of the Client or the Client is an Affiliate to the said company (b) results from alteration of the Deliverable by the Client or from compliance with the Client’s written instructions, (c) results from use of the Deliverable in combination with any product or service not supplied or approved by PDSVISION, damages and expenses whatsoever during the period that the Customer is deprived of or (d) could have been avoided by the use of a released product or service that complies with this Agreement and corresponds with the Services by reason of such negotiations, replacements Deliverables and which product or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition service is offered for use to the Charges or any extension of the Order lead timeClient by PDSVISION without separate charge. 14.4 The Supplier shall not be liable under sub-condition 14.1.1 and 14.1.2 above 9.5 PDSVISION’s liability for any such infringement or alleged infringement which arises as a result of the including intellectual property rights in the Services or any element supplied by the Customer or any use of the Services for a purpose or in a manner different from that specified in, or reasonably Deliverables shall be limited to be inferred from, the Agreementthis Section 9.

Infringement of Intellectual Property Rights. 14.1 The Supplier shall fully indemnify and hold the Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 14.1.1 the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which the Customer may become liable. The Customer at the Supplier’s expense shall give the Supplier all available assistance. 14.2 If the Services or any part thereof becomes, or in the Supplier’s reasonable opinion is likely to become, subject to any such action for infringement then, in addition to the indemnity under sub- sub-condition 14.1.1 14.1 above, the Supplier shall at its own expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by the Agreement. 14.3 The Supplier shall indemnify the Customer against all losses, costs, damages and expenses whatsoever during the period that the Customer is deprived of the use of the Services by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition to the Charges or any extension of the Order lead time. 14.4 The Supplier shall not be liable under sub-condition 14.1.1 14.1 and 14.1.2 14.2 above for any such infringement or alleged infringement which arises as a result of the including inclusion in the Services or of any element supplied by the Customer or any use of the Services for a purpose or in a manner different from that specified in, or reasonably to be inferred from, the Agreement.

Infringement of Intellectual Property Rights. 14.1 The 9.1 Supplier undertakes to defend, at its own expense, the Cus- tomer against any claims or actions regarding infringement due to the Customer’s own use in Sweden and other agreed coun- tries of the results of Supplier’s work, provided that the in- fringement can be attributed to Supplier’s work or to material provided by Supplier. Supplier shall fully furthermore indemnify and hold the Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from any costs or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 14.1.1 the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which damages that the Customer may become liable. The Customer at the Supplier’s expense shall give the Supplier all available assistance. 14.2 If the Services or any part thereof becomes, or in the Supplier’s reasonable opinion is likely liable to become, subject to any such action for infringement then, in addition to the indemnity under sub- condition 14.1.1 above, the Supplier shall at its own expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by the Agreement. 14.3 The Supplier shall indemnify the Customer against all losses, costs, damages and expenses whatsoever during the period that the Customer is deprived of the use of the Services by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition to the Charges or any extension of the Order lead time. 14.4 The Supplier shall not be liable under sub-condition 14.1.1 and 14.1.2 above for any such infringement or alleged infringement which arises pay as a result of the including in the Services a judgment or any element supplied settlement. The obligation by Supplier only applies if the Customer has no- tified Supplier in writing of a claim or action within a reasona- ble time and Supplier has sole control over the defense against such action and the sole right to negotiate any agreement or settlement. If it is finally decided that infringement has oc- curred and Supplier has had to participate in an action or set- tlement as set out above or if Supplier deems it likely that an infringement has occurred, and this infringement can be at- tributed to Supplier’s work or to material provided by Supplier, Supplier shall, at its own expense, ensure the Customer the continued use of the Services results of Supplier’s work or replace the part of the results of Supplier’s work that constitutes the in- fringement with a different part which the Customer reasona- xxx can approve, and the use of which does not constitute in- fringement, or amend the part so that infringement does not occur. Supplier is not liable for infringement claims based on material which the Customer has added or provided (see clause 8.1), material that the Customer has instructed Supplier to use in its work, or for a purpose change that the Customer has made to the results of Supplier’s work. The provisions in this clause 9 exhaustively regulate Supplier’s liability in the event the results of its work or material provided by Supplier infringes intellec- tual property rights. 9.2 With regard to any open source software and/or Software Product included in a manner different from that specified in, or reasonably to be inferred fromthe results of the work performed by Sup- plier, the Agreementprovisions on infringement in the licensing terms for such open-source software or Software Product shall apply in- stead.

Infringement of Intellectual Property Rights. 14.1 The Supplier shall fully 8.1 Tribia undertakes to defend, indemnify and hold harmless the Customer harmless from and against any and all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 14.1.1 the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which payable by the Customer may become liable. The incurred as a result of any claim, suit or proceeding brought against the Customer based on the allegation that the use of the Services constitutes an infringement of any intellectual property rights; provided that Tribia has been noti- fied without undue delay in writing of such claim, suit or proceeding and that Tribia is given authori- ty, reasonable information, and assistance (to a reasonable extent by the Customer and at Tribia's expense) to settle the Supplier’s expense shall give claim or control the Supplier all available assistancedefence of any suit or proceeding. 14.2 8.2 If the Services or any part thereof becomes, or in the Supplier’s reasonable Tribia's opinion is likely to become, the subject to of any such action for infringement thenclaim, suit or proceeding as referred to in addition to the indemnity under sub- condition 14.1.1 aboveclause 8.1, the Supplier shall Tribia shall, at its own expense negotiate to obtain the right option and expense, either: (a) procure for the Customer the right to continue to use the Services in accordance with the Agreement; (b) replace the allegedly infringing itemsparts of the Services with non-infringing equivalents; (c) modify the Services so that it becomes non-infringing without detracting from function or performance; or (d) if in Tribia's opinion none of the possibilities set out above are commercially feasible, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by termi- nate the Agreement. 14.3 8.3 The Supplier obligations set forth in clauses 8.1 and 8.2 shall indemnify not apply if the Customer against all lossesclaim is caused by, costs, damages and expenses whatsoever during or results from: (a) the period that the Customer is deprived of the Customer's combination or use of the Services by reason of such negotiationswith software, replacements services, or modifications the outcome of which will be confirmed products developed by the issue Customer or third parties, if the claim would have been avoided by the non-combined or independent use of the Services; (b) modification of the Services by anyone other than Tribia if the third-party claim would have been avoided by use of the unmodified Services; (c) the Customer continues the allegedly infringing activity after being notified thereof or after being provided modifications or replacements that would have avoided the alleged infringe- ment; or (d) the Customer uses or has used the Services in a manner not in accordance with the Agree- ment or Tribia's written instructions. 8.4 The remedies set forth above shall be the Customer's sole and exclusive remedies in case of a Change Request which shall not entitle the Supplier claim as referred to any addition to the Charges or any extension of the Order lead timein clause 8.1. 14.4 8.5 The Supplier Customer shall not be liable under sub-condition 14.1.1 indemnify and 14.1.2 above for hold harmless Tribia from and against any such infringement or alleged infringement which arises and all damages, costs and expenses (including reasonable fees of attorneys and other professionals) incurred as a result of any claim, suit or proceeding brought against Tribia based on the including in allegation that the Cus- tomer's use of the Services constitutes an infringement of any third party rights, including but not limited to, if such claim results from: (a) the Customer's combination or any element supplied use of the Services with software, services, or products developed by the Customer or any third parties, if the claim would have been avoided by the non-combined or independent use of the Services; (b) modification of the Services for a purpose by anyone other than Tribia if the third-party claim would have been avoided by use of the unmodified Services; the Customer continues the allegedly infring- ing activity after being notified thereof or after being provided modifications or replacements that would have avoided the alleged infringement; or (c) the Customer uses or has used the Services in a manner different from that specified in, not in accordance with the Agree- ment or reasonably to be inferred from, the AgreementTribia's written instructions.

Infringement of Intellectual Property Rights. 14.1 The Supplier shall fully 8.1 Tribia undertakes to defend, indemnify and hold harmless the Customer harmless from and against any and all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 14.1.1 the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which payable by the Customer may become liable. The incurred as a result of any claim, suit or proceeding brought against the Customer based on the allegation that the use of the Services constitutes an infringement of any intellectual property rights; provided that Tribia has been notified without undue delay in writing of such claim, suit or proceeding and that Tribia is given authority, reasonable information, and assistance (to a reasonable extent by the Customer and at Tribia's expense) to settle the Supplier’s expense shall give claim or control the Supplier all available assistance.defence of any suit or proceeding.‌ 14.2 8.2 If the Services or any part thereof becomes, or in the Supplier’s reasonable Tribia's opinion is likely to become, the subject to of any such action for infringement thenclaim, suit or proceeding as referred to in addition to the indemnity under sub- condition 14.1.1 aboveclause 8.1, the Supplier shall Tribia shall, at its own expense negotiate to obtain the right option and expense, either: a. procure for the Customer the right to continue to use the Services in accordance with the Agreement; b. replace the allegedly infringing itemsparts of the Services with non-infringing equivalents; c. modify the Services so that it becomes non-infringing without detracting from function or performance; or d. if in Tribia's opinion none of the possibilities set out above are commercially feasible, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by terminate the Agreement. 14.3 8.3 The Supplier obligations set forth in clauses 8.1 and 8.2 shall indemnify not apply if the Customer against all lossesclaim is caused by, costs, damages and expenses whatsoever during or results from: a. the period that the Customer is deprived of the Customer's combination or use of the Services by reason of such negotiationswith software, replacements services, or modifications the outcome of which will be confirmed products developed by the issue Customer or third parties, if the claim would have been avoided by the non-combined or independent use of the Services; b. modification of the Services by anyone other than Tribia if the third-party claim would have been avoided by use of the unmodified Services; c. the Customer continues the allegedly infringing activity after being notified thereof or after being provided modifications or replacements that would have avoided the alleged infringement; or d. the Customer uses or has used the Services in a manner not in accordance with the Agreement or Tribia's written instructions. 8.4 The remedies set forth above shall be the Customer's sole and exclusive remedies in case of a Change Request which shall not entitle the Supplier claim as referred to any addition to the Charges or any extension of the Order lead timein clause 8.1. 14.4 8.5 The Supplier Customer shall not be liable under sub-condition 14.1.1 indemnify and 14.1.2 above for hold harmless Tribia from and against any such infringement or alleged infringement which arises and all damages, costs and expenses (including reasonable fees of attorneys and other professionals) incurred as a result of any claim, suit or proceeding brought against Tribia based on the including in allegation that the Customer's use of the Services constitutes an infringement of any third party rights, including but not limited to, if such claim results from: a. the Customer's combination or any element supplied use of the Services with software, services, or products developed by the Customer or any third parties, if the claim would have been avoided by the non-combined or independent use of the Services; b. modification of the Services for a purpose by anyone other than Tribia if the third-party claim would have been avoided by use of the unmodified Services; the Customer continues the allegedly infringing activity after being notified thereof or after being provided modifications or replacements that would have avoided the alleged infringement; or c. the Customer uses or has used the Services in a manner different from that specified in, not in accordance with the Agreement or reasonably to be inferred from, the AgreementTribia's written instructions.

Infringement of Intellectual Property Rights. 14.1 13.1. The Supplier contractor shall fully indemnify and hold the Customer End User Establishment harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxxmark, trade name or other Intellectual Property Rights intellectual property rights including any wrongful use of confidential information by the use or possession of the Services any goods / equipment or software or any part thereof provided by the Supplier contractor or licensed by the Supplier contractor to the Customer End User Establishment under the End User Agreement subject to: 14.1.1 13.1.1. the Customer End User Establishment promptly notifying the Supplier contractor of any alleged infringement and, subject to sub-condition 14.1.3 clause 13.1.3 below, allowing the Supplier contractor at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 13.1.2. the Customer End User Establishment making no admission without the Suppliercontractor’s written consent unless and until the Supplier contractor shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 13.1.3. the conduct by the Supplier contractor of such negotiations or litigation shall be conditional upon the Supplier contractor having given the Customer End User Establishment such reasonable security as the Customer End User Establishment may require for the compensation, damages, costs and expenses for which the Customer End User Establishment may become liable. The Customer End User Establishment at the Suppliercontractor’s expense shall give the Supplier contractor all available assistance. 14.2 13.2. If the Services or goods and any part thereof associated services becomes, or in the Suppliercontractor’s reasonable opinion is likely to become, subject to any such action for infringement then, in addition to the indemnity under sub- condition 14.1.1 clause 13.1.1 above, the Supplier contractor shall at its own expense negotiate to obtain the right for the Customer End User Establishment to continue to use the infringing itemsgoods and any associated services, if necessary by replacing, remove removing or modifying them, but without reducing their quality or ability to meet the Customer’s End User Establishments requirements as specified by the End User Agreement. 14.3 13.3. The Supplier contractor shall indemnify the Customer End User Establishment against all losses, costs, damages and expenses whatsoever during the period that the Customer End User Establishment is deprived of the use of the Services goods and any associated services by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request ‘change request’ which shall not entitle the Supplier contractor to any addition to the Charges charges or any extension of the Order any lead timetimes. 14.4 13.4. The Supplier contractor shall not be liable under sub-condition 14.1.1 clause 13.1.1 and 14.1.2 13.1.2 above for any such infringement or alleged infringement which arises as a result of the including in the Services or goods and any element associated services of any items supplied by the Customer End User Establishment or any use of the Services goods and any associated services for a purpose or in a manner different from to that specified in, or reasonably to be inferred from, from the End User Agreement.

Infringement of Intellectual Property Rights. 14.1 The Supplier MSP shall (and shall ensure that the Agencies engaged by him in the discharge of his obligations under this Customer Agreement shall) fully indemnify and hold the Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier MSP or licensed by the Supplier MSP to the Customer under the this Customer Agreement subject to: 14.1.1 the Customer promptly notifying the Supplier MSP of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier MSP at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 the Customer making no admission without the SupplierMSP’s written consent unless and until the Supplier MSP shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 the conduct by the Supplier MSP of such negotiations or litigation shall be conditional upon the Supplier MSP having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which the Customer may become liable. The Customer at the SupplierMSP’s expense shall give the Supplier MSP all available assistance. 14.2 If the Services or any part thereof becomes, or in the SupplierMSP’s reasonable opinion is likely to become, subject to any such action for infringement then, in addition to the indemnity under sub- condition 14.1.1 Condition 14.1 above, the Supplier MSP shall at its own expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by the this Customer Agreement. 14.3 The Supplier MSP shall indemnify the Customer against all losses, costs, damages and expenses whatsoever during the period that the Customer is deprived of the use of the Services by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier MSP to any addition to the Charges or any extension of the Order lead time. 14.4 The Supplier MSP shall not be liable under sub-condition 14.1.1 Condition 14.1 and 14.1.2 14.2 above for any such infringement or alleged infringement which arises as a result of the including inclusion in the Services or of any element supplied by the Customer or any use of the Services for a purpose or in a manner different from that specified in, or reasonably to be inferred from, the this Customer Agreement.

Infringement of Intellectual Property Rights. 14.1 The Supplier shall fully indemnify and hold the Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services Equipment or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 14.1.1 : the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 clause 15.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 ; the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 ; the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which the Customer may become liable. The Customer at the Supplier’s expense shall give the Supplier all available assistance. 14.2 . If the Services Equipment or any part thereof becomes, or in the Supplier’s reasonable opinion is likely to become, subject to any such action for infringement then, in addition to the indemnity under sub- condition 14.1.1 sub-clause 15.1.1 above, the Supplier shall at its own expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by the Agreement. 14.3 . The Supplier shall indemnify the Customer against all losses, costs, damages and expenses whatsoever during the period that the Customer is deprived of the use of the Services Equipment by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition to the Charges or any extension of the Order lead time. 14.4 . The Supplier shall not be liable under sub-condition 14.1.1 clause 15.1.1 and 14.1.2 15.1.2 above for any such infringement or alleged infringement which arises as a result of the including in the Services Equipment or any element items supplied by the Customer or any use of the Services Equipment for a purpose or in a manner different from to that specified in, or reasonably to be inferred from, the Agreement.

Infringement of Intellectual Property Rights. 14.1 The Supplier shall fully indemnify and hold the Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 14.1.1 the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which the Customer may become liable. The Customer at the Supplier’s expense shall give the Supplier all available assistance. 14.2 If the Services or any part thereof becomes, or in the Supplier’s reasonable opinion is likely to become, subject to any such action for infringement then, in addition to the indemnity under sub- condition 14.1.1 above, the Supplier shall at its own expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by the Agreement. 14.3 The Supplier shall indemnify the Customer against all losses, costs, damages and expenses whatsoever during the period that the Customer is deprived of the use of the Services by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition to the Charges or any extension of the Order lead time. 14.4 The Supplier shall not be liable under sub-condition 14.1.1 and 14.1.2 above for any such infringement or alleged infringement which arises as a result of the including in the Services or any element supplied by the Customer or any use of the Services for a purpose or in a manner different from that specified in, or reasonably to be inferred from, the Agreement. 14.5 The Supplier grants to the Customer an irrevocable, non exclusive, royalty free licence to use the Supplier’s Technology and Background IPR with a right to grant sub-licences to such third parties as the Customer reasonably requires (“the Transferees”) for the purposes of performing the Agreement. The Supplier shall not be liable for any use by the Customer or the Transferees of any of the Background IPR for any purpose other than that for which the same were prepared by or on behalf of the Supplier. 14.6 The Customer grants to the Supplier a non exclusive, royalty free licence to use the Customer’s Background IPR with a right to sub-licence to such applicable Agencies as appropriate solely for the purposes of this Agreement and for the duration of the Agreement. 14.7 In consideration of the Charges payable by the Customer to the Supplier, all Foreground IPR of both Parties shall be vested in and remain the sole, exclusive property of the Customer, with the exception of any Foreground IPR created for any developments of the Technology. The Supplier acknowledges that nothing contained in the Agreement shall give it any right, title or interest in or to the Foreground IPR save as granted in this clause. 14.8 The Customer grants to the Supplier a royalty free, non exclusive licence to use the Foreground IPR with a right to sub-licence to Agencies solely for the purposes of the Agreement and for the duration of this Agreement. 14.9 The Parties shall when appropriate execute a formal licence or licences for the purpose of registering the licences granted pursuant to this clause in such form as may be necessary to give effect to the terms of this Agreement. Such licence or licences shall be subject to all the terms of this Agreement. 14.10 The Parties shall provide all reasonable assistance to each other when reasonably requested to do so by the other for the purposes of ensuring that each Party receives the full benefit of the licences of Intellectual Property Rights granted under this clause.

Infringement of Intellectual Property Rights. 14.1 The Supplier MSP shall fully indemnify and hold the Customer Council harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxx, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier MSP or licensed by the Supplier MSP to the Customer Council under the Agreement subject to:: XXXX00000 APPENDIX 1 14.1.1 the Customer Council promptly notifying the Supplier MSP of any alleged infringement and, subject to sub-condition subcondition 14.1.3 below, allowing the Supplier MSP at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 the Customer Council making no admission without the SupplierMSP’s written consent unless and until the Supplier MSP shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 the conduct by the Supplier MSP of such negotiations or litigation shall be conditional upon the Supplier MSP having given the Customer Council such reasonable security as the Customer Council may require for the compensation, damages, costs and expenses for which the Customer Council may become liable. The Customer Council at the SupplierMSP’s expense shall give the Supplier MSP all available assistance. 14.2 If the Services or any part thereof becomes, or in the SupplierMSP’s reasonable opinion is likely to become, subject to any such action for infringement then, in addition to the indemnity under sub- condition sub-condition 14.1.1 above, the Supplier MSP shall at its own expense negotiate to obtain the right for the Customer Council to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the CustomerCouncil’s requirements as specified by the Agreement. 14.3 The Supplier MSP shall indemnify the Customer Council against all losses, costs, damages and expenses whatsoever during the period that the Customer Council is deprived of the use of the Services by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier MSP to any addition to the Charges or any extension of the Order lead time. 14.4 The Supplier MSP shall not be liable under sub-condition 14.1.1 and 14.1.2 above for any such infringement or alleged infringement which arises as a result of the including in the Services or any element supplied by the Customer Council or any use of the Services for a purpose or in a manner different from that specified in, or reasonably to be inferred from, the Agreement.

Infringement of Intellectual Property Rights. 14.1 The Supplier shall fully indemnify and hold the Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade xxxxmark, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Services or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: 14.1.1 : the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-condition 14.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; 14.1.2 ; the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; 14.1.3 ; the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which the Customer may become liable. The Customer at the Supplier’s expense shall give the Supplier all available assistance. 14.2 . If the Services or any part thereof becomes, or in the Supplier’s reasonable opinion is likely to become, subject to any such action for infringement then, in addition to the indemnity under sub- sub-condition 14.1.1 14.1 above, the Supplier shall at its own expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by the Agreement. 14.3 . The Supplier shall indemnify the Customer against all losses, costs, damages and expenses whatsoever during the period that the Customer is deprived of the use of the Services by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any addition to the Charges or any extension of the Order lead time. 14.4 . The Supplier shall not be liable under sub-condition 14.1.1 14.1 and 14.1.2 14.2 above for any such infringement or alleged infringement which arises as a result of the including inclusion in the Services or of any element supplied by the Customer or any use of the Services for a purpose or in a manner different from that specified in, or reasonably to be inferred from, the Agreement.