Common use of Infringement of Third Party Rights Clause in Contracts

Infringement of Third Party Rights. 5.1 If a third party objects to the Licensee’s use of the Software based on the claim that the use of the Software infringes such third party’s intellectual property right (hereinafter referred to as “Infringement Claim”), HW will defend the Licensee against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee promptly 1) notifies HW in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows HW to fully control the defence and any related settlement negotiations, and 3) cooperates with HW in the defence and any related settlement negotiations by providing HW with appropriate information and assistance needed for such defence or settlement. 5.2 In the event of an Infringement Claim, HW shall be entitled to either: 1) obtain the continued right for the Licensee to use the Software, 2) bring the infringement to an end by modifying the Software or replacing the Software with other software which, essentially, possesses the same functions as the affected Software, or 3) terminate this Licence Agreement with written notice and pay to the Licensee an amount equal to the Licence Fee actually paid for the licence to the Software by the Licensee. HW shall only be obliged to pay the stated amount to the Licensee if the infringement Claim is actually raised against the Licensee within a period of (5) five years following the commencement date of the Licence Agreement. If an Infringement Claim is raised against the Licensee after the stated period has expired, HW shall be entitled to terminate this Licence Agreement without payment of any amount to the Licensee. The performance of HW obligations under this Clause 5.2 shall be HW total aggregate liability and HW entire obligation to the Licensee as a consequence of all and any Infringement Claims, and the Licensee shall have no other claims against HW as a result of such Infringement Claim. Upon termination of this Licence Agreement, the Licensee shall promptly cease using the Software and fulfil the terms and conditions connected to termination as stated in Clause 11.7 of this Licence Agreement. 5.3 The limited warranty stated in Clause 5.1 and 5.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Software by anyone other than HW voids the foregoing warranty on any portion of the Software modified or affected by such modification.

Infringement of Third Party Rights. 5.1 20.1. If a third party objects to the Licensee’s Customers use of the Software based on the claim that the use of the Software infringes such third party’s intellectual property right (hereinafter referred to as “Infringement Claim”), HW Inter8 will defend the Licensee Customer against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee Customer promptly 1) notifies HW Inter8 in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows HW Inter8 to fully control the defence defense and any related settlement negotiations, and 3) cooperates with HW Inter8 in the defence defense and any related settlement negotiations by providing HW Inter8 with appropriate information and assistance needed for such defence defense or settlement. 5.2 20.2. In the event of an Infringement Claim, HW Inter8 shall be entitled to either: 1) obtain the continued right for the Licensee Customer to use the Software, 2) bring the infringement to an end by modifying the Software or replacing the Software with other software which, essentially, possesses the same functions as the affected Software, or 3) terminate this Licence License Agreement with written notice and pay to the Licensee Customer an amount equal to the Licence License Fee actually paid for the licence license to the Software by the LicenseeCustomer. HW Inter8 shall only be obliged to pay the stated amount to the Licensee Customer if the infringement Claim is actually raised against the Licensee Customer within a period of (5) five years following the commencement date of the Licence License Agreement. If an Infringement Claim is raised against the Licensee Customer after the stated period has expired, HW Inter8 shall be entitled to terminate this Licence License Agreement without payment of any amount to the LicenseeCustomer. The performance of HW Inter8’s obligations under this Clause 5.2 20.2 shall be HW Inter8’s total aggregate liability and HW Inter8’s entire obligation to the Licensee Customer as a consequence of all and any Infringement Claims, and the Licensee Customer shall have no other claims against HW Inter8 as a result of such Infringement Claim. Upon termination of this Licence License Agreement, the Licensee Customer shall promptly cease using the Software and fulfil fulfill the terms and conditions connected to termination as stated in Clause 11.7 10.5 of this Licence License Agreement. 5.3 20.3. The limited warranty stated in Clause 5.1 20.1 and 5.2 20.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Software by anyone other than HW Inter8 voids the foregoing warranty on any portion of the Software modified or affected by such modification.

Infringement of Third Party Rights. 5.1 If a third party objects to the Licensee’s use of the Software based on the claim that the use of the Software infringes such third partyparty ’s intellectual property right (hereinafter referred to as ““ Infringement ClaimClaim ”), HW will defend the Licensee against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee promptly 1) notifies HW in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows HW to fully control the defence and any related settlement negotiations, and 3) cooperates with HW in the defence and any related settlement negotiations by providing HW with appropriate information and assistance needed for such defence or settlement. 5.2 In the event of an Infringement Claim, HW shall be entitled to either: 1) obtain the continued right for the Licensee to use the Software, 2) bring the infringement to an end by modifying the Software or replacing the Software with other software which, essentially, possesses the same functions as the affected Software, or 3) terminate this Licence Agreement with written notice and pay to the Licensee an amount equal to the Licence Fee actually paid for the licence to the Software by the Licensee. HW shall only be obliged to pay the stated amount to the Licensee if the infringement Claim is actually raised against the Licensee within a period of (5) five years following the commencement date of the Licence Agreement. If an Infringement Claim is raised against the Licensee after the stated period has expired, HW shall be entitled to terminate this Licence Agreement without payment of any amount to the Licensee. The performance of HW obligations under this Clause 5.2 shall be HW total aggregate liability and HW entire obligation to the Licensee as a consequence of all and any Infringement Claims, and the Licensee shall have no other claims against HW as a result of such Infringement Claim. Upon termination of this Licence Agreement, the Licensee shall promptly cease using the Software and fulfil the terms and conditions connected to termination as stated in Clause 11.7 of this Licence Agreement. 5.3 The limited warranty stated in Clause 5.1 and 5.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Software by anyone other than HW voids the foregoing warranty on any portion of the Software modified or affected by such modification.

Infringement of Third Party Rights. 5.1 If Licensor and/or its Affiliates, or Licensee, its Affiliates, Sublicensees, distributors or other customers are sued or threatened with suit by a third party objects alleging infringement of patents or other intellectual property rights that are alleged to cover the manufacture, use, sale, importation, exportation or distribution of one or more Products, the sued or threatened party shall promptly notify the other in writing and provide a copy of the lawsuit or claim. Licensor and Licensee shall each be permitted at all times to defend itself, through counsel of its own choice. If a Defense Action arises, Licensor shall in each instance have the first option to control the defense in any such claim or suit. Within ten (10) calendar days of learning of the claim or suit, Licensor shall provide notice to Licensee of whether or not it will control the defense of such claim or suit. If Licensor exercises its option to control the Defense Action, Licensee shall fully cooperate with Licensor in the defense of any such suit. Licensor shall keep Licensee timely informed of material developments in the defense of such claim or suit. If Licensor does not exercise its option to control the Defense Action, Licensee shall control the Defense Action, and Licensor shall fully cooperate with Licensee in the defense of any such suit. Licensee shall keep Licensor timely informed of material developments in the defense of such claim or suit. The Total Claim Amount expended by each of Licensor and Licensee shall be shared equally (subject to the below limitation on quarterly royalty payments) by Licensor and Licensee. Licensee shall deduct royalty payments otherwise due to Licensor under this Agreement to account for Licensor’s use share in the Total Claim Amount. Notwithstanding the foregoing, if amounts are paid in response to a Defense Action, (i) Licensor shall at no time be paid royalty amounts less than 6% of Net Sales, regardless of the Software based on the claim that the use amounts paid in satisfaction of the Software infringes such third party’s intellectual property right Total Claim Amount, and (hereinafter referred to as “Infringement Claim”), HW will defend the Licensee against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee promptly 1ii) notifies HW in writing Licensee's sole means of collecting Licensor's share of the Infringement Total Claim as soon as it becomes aware of such Infringement Claim, 2) allows HW to fully control the defence and any related settlement negotiations, and 3) cooperates with HW in the defence and any related settlement negotiations by providing HW with appropriate information and assistance needed for such defence or settlement. 5.2 In the event of an Infringement Claim, HW Amount shall be entitled through the reduction of royalties otherwise due to either: 1) obtain the continued right for the Licensee to use the Software, 2) bring the infringement to an end by modifying the Software or replacing the Software with other software which, essentially, possesses the same functions as the affected Software, or 3) terminate this Licence Agreement with written notice and pay to the Licensee an amount equal to the Licence Fee actually paid for the licence to the Software by the Licensee. HW shall only be obliged to pay the stated amount to the Licensee if the infringement Claim is actually raised against the Licensee within a period of (5) five years following the commencement date of the Licence Agreement. If an Infringement Claim is raised against the Licensee after the stated period has expired, HW shall be entitled to terminate this Licence Agreement without payment of any amount to the Licensor from Licensee. The performance of HW obligations under this Clause 5.2 shall be HW total aggregate liability and HW entire obligation to the Licensee as a consequence of all and any Infringement Claims, and the Licensee shall have no other claims against HW as a result of such Infringement Claim. Upon termination terms of this Licence Agreement, the Licensee Section 9.2 shall promptly cease using the Software and fulfil the terms and conditions connected not apply to termination as stated in Clause 11.7 of this Licence Agreementor affect Licensor’s or Licensee’s indemnity obligations per Section 10. 5.3 The limited warranty stated in Clause 5.1 and 5.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Software by anyone other than HW voids the foregoing warranty on any portion of the Software modified or affected by such modification.

Infringement of Third Party Rights. 5.1 3.1. If a third party objects to the LicenseeLicense holder’s use of the Software Program based on the claim that the use of the Software Program infringes such third party’s intellectual property right (hereinafter referred to as “Infringement Claim”), HW Matriks IT ApS will defend the Licensee against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee License holder promptly 1) notifies HW Matriks IT ApS in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows HW Matriks IT ApS to fully control the defence defense and any related settlement negotiations, and 3) cooperates with HW Matriks IT ApS in the defence defense and any related settlement negotiations by providing HW Matriks IT ApS with appropriate information and assistance needed for such defence defense or settlement. Where the terms and conditions in the preceding Clause under 1) to 3) are not fulfilled, Matriks IT ApS shall in any event be entitled, but not obligated, to defend the Infringement Claim at its expense, and upon notifying the License holder that it intends to do so, Matriks IT ApS shall be irrevocably authorized by the Licensee, to the extent legally possible, to assume the defense of the legal suit or proceedings brought forward against the License holder, and may institute proceedings or enter into settlements concerning the Infringement Claim. The License holder shall provide Matriks IT ApS with appropriate information or assistance for such defense or settlement. 5.2 3.2. In the event of an Infringement Claim, HW Matriks IT ApS shall be entitled to either: 1) obtain the continued right for the Licensee License holder to use the SoftwareProgram, 2) bring the infringement to an end by modifying the Software Program or replacing the Software Program with other software which, essentially, possesses the same functions as the affected SoftwareProgram, or 3) terminate this Licence License Agreement with written notice and pay to the Licensee License holder an amount equal to the Licence Fee license fee actually paid for the licence license to the Software Program by the LicenseeLicense holder. HW Matriks IT ApS shall only be obliged to pay the stated amount to the Licensee if the infringement Infringement Claim is actually raised against the Licensee License holder within a period of five (5) five years following the commencement date of the Licence Agreementpurchase of the software. If an Infringement Claim is raised against the Licensee License holder after the stated period has expired, HW Matriks IT ApS shall be entitled to terminate this Licence License Agreement without payment of any amount to the LicenseeLicense holder. The performance of HW Matriks IT ApS obligations under this Clause 5.2 3.2 shall be HW Matriks IT ApS total aggregate liability and HW Matriks IT ApS entire obligation to the Licensee License holder as a consequence of all and any Infringement Claims, and the Licensee License holder shall have no other claims against HW Matriks IT ApS as a result of such Infringement Claim. Upon termination of this Licence License Agreement, the Licensee License holder shall promptly cease using the Software Program and fulfil fulfill the terms and conditions connected to termination as stated in Clause 11.7 of this Licence Agreement9.1.1. 5.3 3.3. The limited warranty stated in Clause 5.1 3.1 and 5.2 3.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Software Program by anyone other than HW Matriks IT ApS voids the foregoing warranty on any portion of the Software Program modified or affected by such modification.

Infringement of Third Party Rights. 5.1 (a) If a third party objects to the Licensee’s your use of the Software based on the claim that the use of the Software infringes such third party’s intellectual property right (hereinafter referred to as “Infringement Claim”), HW XchangeIT will defend the Licensee you against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee promptly 1you promptly: (i) notifies HW notify XchangeIT in writing of the Infringement Claim as soon as it becomes you become aware of such Infringement Claim, 2, (ii) allows HW allow XchangeIT to fully control the defence and any related settlement negotiations, and 3and (iii) cooperates cooperate with HW XchangeIT in the defence and any related settlement negotiations by providing HW XchangeIT with appropriate information and assistance needed for such defence or settlement. 5.2 (b) Where the terms and conditions in the preceding Clause 6.1 are not fulfilled, XchangeIT in any event may be entitled, but not obligated, to defend the Infringement Claim at its expense, and upon notify ng you, XchangeIT be irrevocably authorised by you, to the extent legally possible, to assume the defence of the legal suit or pro eedings brought forward against you, and may institute proceedings or enter into settlements concerning the Infringement Claim. You must provide XchangeIT with appropriate information or assistance for such defense or settlement. (c) In the event of an Infringement Claim, HW XchangeIT shall be entitled to either: 1: (i) obtain the continued right for the Licensee you to use the Software, 2, (ii) bring the infringement to an end by modifying the Software or replacing the Software with other software which, essentially, possesses the same functions as the affected Software, or 3or (iii) terminate this Licence Agreement with written notice and pay to the Licensee you an amount equal to the Licence Software License Fee actually paid for the licence to the Software by the Licenseeyou. HW XchangeIT shall only be obliged to pay the stated amount to the Licensee you if the infringement Infringement Claim is actually raised against the Licensee you within a period of five (5) five years following the commencement date of the Licence your acceptance of this Agreement. If an Infringement Claim is raised against the Licensee you after the stated period has expired, HW XchangeIT shall be entitled to terminate this Licence Agreement without payment of any amount to the Licenseeyou. The performance of HW XchangeIT’s obligations under this Clause 5.2 6.1(c) shall be HW XchangeIT’s total aggregate liability and HW entire obligation to the Licensee you as a consequence of all and any Infringement Claims, and the Licensee you shall have no other claims against HW XchangeIT as a result of such Infringement Claim. Upon termination of this Licence Agreement, the Licensee you shall promptly cease using the Software and fulfil the terms and conditions connected to termination as stated in Clause 11.7 of this Licence Agreement7.4. 5.3 (d) The limited warranty stated in this Clause 5.1 and 5.2 6.1, is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Software by anyone other than HW XchangeIT voids the foregoing warranty on any portion of the Software modified or affected by such modification.

Infringement of Third Party Rights. 5.1 3.1 If a third party objects to the Licensee’s 's use of the Software Program based on the claim that the use of the Software Program infringes such third party’s 's intellectual property right (hereinafter referred to as “"Infringement Claim”"), HW LITTLEBEACON will defend the Licensee against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee promptly promptly 1) notifies HW LITTLEBEACON in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows HW LITTLEBEACON to fully control the defence and any related settlement negotiations, and and 3) cooperates with HW LITTLEBEACON in the defence and any related settlement negotiations by providing HW LITTLEBEACON with appropriate information and assistance needed for such defence or settlement. Where the terms and conditions in the preceding Clause under 1) to 3) are not fulfilled, LITTLEBEACON shall in any event be entitled, but not obligated, to defend the Infringement Claim at its expense, and upon notifying the Licensee that it intends to do so, LITTLEBEACON shall be irrevocably authorized by the Licensee, to the extent legally possible, to assume the defence of the legal suit or proceedings brought forward against the Licensee, and may institute proceedings or enter into settlements concerning the Infringement Claim. The Licensee shall provide LITTLEBEACON with appropriate information or assistance for such defence or settlement. 5.2 3.2 In the event of an Infringement Claim, HW LITTLEBEACON shall be entitled to either: : 1) obtain the continued right for the Licensee to use the Software, Program 2) bring the infringement to an end by modifying the Software Program or replacing the Software Program with other software which, essentially, possesses the same functions as the affected SoftwareProgram, or or 3) terminate this Licence License Agreement with written notice and pay to the Licensee an amount equal to the Licence Fee license fee actually paid for the licence license to the Software Program by the Licensee. HW LITTLEBEACON shall only be obliged to pay the stated amount to the Licensee if the infringement Infringement Claim is actually raised against the Licensee within a period of five (5) five years following the commencement date of the Licence Licensee's signature of this License Agreement. If an Infringement Claim is raised against the Licensee after the stated period has expired, HW LITTLEBEACON shall be entitled to terminate this Licence License Agreement without payment of any amount to the Licensee. The performance of HW LITTLEBEACON's obligations under this Clause 5.2 3.2 shall be HW LITTLEBEACON's total aggregate liability and HW LITTLEBEACON's entire obligation to the Licensee as a consequence of all and any Infringement Claims, and the Licensee shall have no other claims against HW LITTLEBEACON as a result of such Infringement Claim. Upon termination of this Licence License Agreement, the Licensee shall promptly cease using the Software Program and fulfil the terms and conditions connected to termination as stated in Clause 11.7 of this Licence Agreement9.1.1. 5.3 3.3 The limited warranty stated in Clause 5.1 3.1 and 5.2 3.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Software Program by anyone other than HW LITTLEBEACON voids the foregoing warranty on any portion of the Software Program modified or affected by such modification.

Infringement of Third Party Rights. 5.1 If Licensor and/or its Affiliates, or Licensee, its Affiliates, Sublicensees, distributors or other customers are sued or threatened with suit by a third party objects alleging infringement of patents or other intellectual property rights that are alleged to cover the manufacture, use, sale, importation, exportation or distribution of one or more Products, the sued or threatened party shall promptly notify the other in writing and provide a copy of the lawsuit or claim. Licensor and Licensee shall each be permitted at all times to defend itself, through counsel of its own choice. If a Defense Action arises, Licensor shall in each instance have the first option to control the defense in any such claim or suit. Within ten (10) calendar days of learning of the claim or suit, Licensor shall provide notice to Licensee of whether or not it will control the defense of such claim or suit. If Licensor exercises its option to control the Defense Action, Licensee shall fully cooperate with Licensor in the defense of any such suit. Licensor shall keep Licensee timely informed of material developments in the defense of such claim or suit. If Licensor does not exercise its option to control the Defense Action, Licensee shall control the Defense Action, and Licensor shall fully cooperate with Licensee in the defense of any such suit. Licensee shall keep Licensor timely informed of material developments in the defense of such claim or suit. The Total Claim Amount expended by each of Licensor and Licensee shall be shared equally (subject to the below limitation on quarterly royalty payments) by Licensor and Licensee. Licensee shall deduct royalty payments otherwise due to Licensor under this Agreement to account for Licensor’s share in the Total Claim Amount. Notwithstanding the foregoing, if amounts are paid in response to a Defense Action, (i) Licensor shall at no time be paid royalty amounts less than 6% of Net Sales, regardless of the amounts paid in satisfaction of the Total Claim Amount, and (ii) Licensee’s use sole means of collecting Licensor’s share of the Software based on the claim that the use of the Software infringes such third party’s intellectual property right (hereinafter referred to as “Infringement Claim”), HW will defend the Licensee against that Infringement Total Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee promptly 1) notifies HW in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows HW to fully control the defence and any related settlement negotiations, and 3) cooperates with HW in the defence and any related settlement negotiations by providing HW with appropriate information and assistance needed for such defence or settlement. 5.2 In the event of an Infringement Claim, HW Amount shall be entitled through the reduction of royalties otherwise due to either: 1) obtain the continued right for the Licensee to use the Software, 2) bring the infringement to an end by modifying the Software or replacing the Software with other software which, essentially, possesses the same functions as the affected Software, or 3) terminate this Licence Agreement with written notice and pay to the Licensee an amount equal to the Licence Fee actually paid for the licence to the Software by the Licensee. HW shall only be obliged to pay the stated amount to the Licensee if the infringement Claim is actually raised against the Licensee within a period of (5) five years following the commencement date of the Licence Agreement. If an Infringement Claim is raised against the Licensee after the stated period has expired, HW shall be entitled to terminate this Licence Agreement without payment of any amount to the Licensor from Licensee. The performance of HW obligations under this Clause 5.2 shall be HW total aggregate liability and HW entire obligation to the Licensee as a consequence of all and any Infringement Claims, and the Licensee shall have no other claims against HW as a result of such Infringement Claim. Upon termination terms of this Licence Agreement, the Licensee Section 9.2 shall promptly cease using the Software and fulfil the terms and conditions connected not apply to termination as stated in Clause 11.7 of this Licence Agreementor affect Licensor’s or Licensee’s indemnity obligations per Section 10. 5.3 The limited warranty stated in Clause 5.1 and 5.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Software by anyone other than HW voids the foregoing warranty on any portion of the Software modified or affected by such modification.

Infringement of Third Party Rights. 5.1 (a) If a third party objects to the Licensee’s your use of the Software based on the claim that the use of the Software infringes such third party’s intellectual property right (hereinafter referred to as “Infringement Claim”), HW XchangeIT will defend the Licensee you against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee promptly 1you promptly: (i) notifies HW notify XchangeIT in writing of the Infringement Claim as soon as it becomes you become aware of such Infringement Claim, 2, (ii) allows HW allow XchangeIT to fully control the defence and any related settlement negotiations, and 3and (iii) cooperates cooperate with HW XchangeIT in the defence and any related settlement negotiations by providing HW XchangeIT with appropriate information and assistance needed for such defence or settlement. 5.2 (b) Where the terms and conditions in the preceding Clause 6.1 are not fulfilled, XchangeIT in any event may be entitled, but not obligated, to defend the Infringement Claim at its expense, and upon notifying you, XchangeIT be irrevocably authorised by you, to the extent legally possible, to assume the defence of the legal suit or proceedings brought forward against you, and may institute proceedings or enter into settlements concerning the Infringement Claim. You must provide XchangeIT with appropriate information or assistance for such defense or settlement. (c) In the event of an Infringement Claim, HW XchangeIT shall be entitled to either: 1: (i) obtain the continued right for the Licensee you to use the Software, 2, (ii) bring the infringement to an end by modifying the Software or replacing the Software with other software which, essentially, possesses the same functions as the affected Software, or 3or (iii) terminate this Licence Agreement with written notice and pay to the Licensee you an amount equal to the Licence Software License Fee actually paid for the licence to the Software by the Licenseeyou. HW XchangeIT shall only be obliged to pay the stated amount to the Licensee you if the infringement Infringement Claim is actually raised against the Licensee you within a period of five (5) five years following the commencement date of the Licence your acceptance of this Agreement. If an Infringement Claim is raised against the Licensee you after the stated period has expired, HW XchangeIT shall be entitled to terminate this Licence Agreement without payment of any amount to the Licenseeyou. The performance of HW XchangeIT’s obligations under this Clause 5.2 6.1(c) shall be HW XchangeIT’s total aggregate liability and HW entire obligation to the Licensee you as a consequence of all and any Infringement Claims, and the Licensee you shall have no other claims against HW XchangeIT as a result of such Infringement Claim. Upon termination of this Licence Agreement, the Licensee you shall promptly cease using the Software and fulfil the terms and conditions connected to termination as stated in Clause 11.7 of this Licence Agreement7.4. 5.3 (d) The limited warranty stated in this Clause 5.1 and 5.2 6.1, is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Software by anyone other than HW XchangeIT voids the foregoing warranty on any portion of the Software modified or affected by such modification.

Infringement of Third Party Rights. 5.1 6.1 If a third party objects to claims that the Licensee’s use of the Software based on the claim that the use of the Software infringes such said third party’s intellectual property right rights (hereinafter referred to as “Infringement Claim”), HW will defend the Licensor has the right to choose whether to take over the case, including the costs and expenses incidental thereto, and may decide whether to take the case to trial or to settle the Infringement Claim. The Licensee against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee shall promptly 1) notifies HW notify the Licensor in writing of the Infringement Claim as soon as it the Licensee becomes aware of such Infringement Claim, thereof; 2) allows HW to fully allow the Licensor full control of the defence defense and any related settlement negotiations, negotiations if the Licensor makes such a request; and 3) cooperates collaborate with HW the Licensor in the defence defense and any related settlement negotiations by providing HW the Licensor with appropriate information and any assistance needed required for said defense or settlement. Where the terms and conditions under 1) to 3) have not been fulfilled, the Licensor shall in any event be entitled, but not obliged, to defend the Infringement Claim at its own expense, and after having notified the Licensee that it intends to do so, the Licensor shall be irrevocably authorized by the Licensee, insofar as legally possible, to assume the defense of the legal suit or proceedings brought against the Licensee, and may institute proceedings or enter into settlements concerning the Infringement Claim. The Licensee shall provide the Licensor with appropriate information or assistance for any such defence defense or settlement. 5.2 6.2 In the event of an Infringement Claim, HW the Licensor shall be entitled to eithereither to: 1) obtain the continued right for procure the Licensee the right to continued use of the Software, ; 2) bring the infringement to an end by modifying the Software or replacing the Software with other software which, essentially, possesses which has essentially the same functions functionality as the affected Software, Software in contention; or 3) terminate this Licence License Agreement with by giving written notice and pay to by paying the Licensee an amount equal to the Licence Fee actually Software fee already paid by the Business Partner to the Licensor for the licence to the Software by the LicenseeSoftware. HW The terms and conditions under 1) - 3) in this Clause shall only be obliged to pay the stated amount to the Licensee if the infringement Claim is actually raised against the Licensee apply within a period of five (5) five years following after the commencement date of the Licence Licensee's signature of the License Agreement. If an Infringement Claim is raised brought against the Licensee after the expiry of the stated period has expired, HW of five (5) years the Licensor shall be entitled to terminate this Licence License Agreement without payment of any amount to the Licensee. The performance of HW the Licensor’s obligations under this Clause 5.2 6.2. shall be HW total aggregate comprise the Licensor’s full liability and HW entire obligation to the Licensee as a consequence of following all and any Infringement Claims, and the Licensee shall have no other claims claim against HW the Licensor as a result of such Infringement Claimthereof. Upon termination of this Licence License Agreement, the Licensee shall promptly cease using the Software and fulfil shall fulfill the terms and conditions connected to for termination as stated in Clause 11.7 of this Licence Agreement12.1.1. 5.3 6.3 The limited warranty stated in Clause 5.1 Licensor's obligations under this Clause 6.1. and 5.2 is 6.2. shall be void if the Infringement Claim has resulted from is caused wholly or partly by accident, abuse or misapplication. Any modification of the Software by anyone other than HW voids the Licensor shall render void the foregoing warranty on for any portion of the Software modified or affected by such modificationthereby.

Infringement of Third Party Rights. 5.1 5.1. If a third party objects to the Licensee’s Licenseeʼs use of the Software based on the claim that the use of the Software infringes such third party’s partyʼs intellectual property right (hereinafter referred to as “Infringement Claim”), HW will defend the Licensee against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee promptly 1) notifies HW in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows HW to fully control the defence and any related settlement negotiations, and 3) cooperates with HW in the defence and any related settlement negotiations by providing HW with appropriate information and assistance needed for such defence or settlement. 5.2 5.2. In the event of an Infringement Claim, HW shall be entitled to either: 1) obtain the continued right for the Licensee to use the Software, 2) bring the infringement to an end by modifying the Software or replacing the Software with other software which, essentially, possesses the same functions as the affected Software, or 3) terminate this Licence Agreement with written notice and pay to the Licensee an amount equal to the Licence Fee actually paid for the licence to the Software by the Licensee. HW shall only be obliged to pay the stated amount to the Licensee if the infringement Claim is actually raised against the Licensee within a period of (5) five years following the commencement date of the Licence Agreement. If an Infringement Claim is raised against the Licensee after the stated period has expired, HW shall be entitled to terminate this Licence Agreement without payment of any amount to the Licensee. The performance of HW obligations under this Clause 5.2 shall be HW total aggregate liability and HW entire obligation to the Licensee as a consequence of all and any Infringement Claims, and the Licensee shall have no other claims against HW as a result of such Infringement Claim. Upon termination of this Licence Agreement, the Licensee shall promptly cease using the Software and fulfil the terms and conditions connected to termination as stated in Clause 11.7 of this Licence Agreement. 5.3 The limited warranty stated in Clause 5.1 and 5.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Software by anyone other than HW voids the foregoing warranty on any portion of the Software modified or affected by such modification.

Infringement of Third Party Rights. 5.1 5.1. If a third party objects to the Licensee’s use of the Software based on the claim that the use of the Software infringes such third party’s intellectual property right (hereinafter referred to as “Infringement Claim”), HW will defend the Licensee against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee promptly 1) notifies HW in writing of the Infringement Claim as soon as it becomes aware of such Infringement Claim, 2) allows HW to fully control the defence and any related settlement negotiations, and 3) cooperates with HW in the defence and any related settlement negotiations by providing HW with appropriate information and assistance needed for such defence or settlement. 5.2 5.2. In the event of an Infringement Claim, HW shall be entitled to either: 1) obtain the continued right for the Licensee to use the Software, 2) bring the infringement to an end by modifying the Software or replacing the Software with other software which, essentially, possesses the same functions as the affected Software, or 3) terminate this Licence Agreement with written notice and pay to the Licensee an amount equal to the Licence Fee actually paid for the licence to the Software by the Licensee. HW shall only be obliged to pay the stated amount to the Licensee if the infringement Claim is actually raised against the Licensee within a period of (5) five years following the commencement date of the Licence Agreement. If an Infringement Claim is raised against the Licensee after the stated period has expired, HW shall be entitled to terminate this Licence Agreement without payment of any amount to the Licensee. The performance of HW obligations under this Clause 5.2 shall be HW total aggregate liability and HW entire obligation to the Licensee as a consequence of all and any Infringement Claims, and the Licensee shall have no other claims against HW as a result of such Infringement Claim. Upon termination of this Licence Agreement, the Licensee shall promptly cease using the Software and fulfil the terms and conditions connected to termination as stated in Clause 11.7 of this Licence Agreement. 5.3 The limited warranty stated in Clause 5.1 and 5.2 is void if the Infringement Claim has resulted from accident, abuse or misapplication. Any modification of the Software by anyone other than HW voids the foregoing warranty on any portion of the Software modified or affected by such modification.this

Infringement of Third Party Rights. 5.1 (a) If a third party objects to the Licensee’s your use of the Software based on the claim that the use of the Software infringes such third party’s intellectual property right (hereinafter referred to as “Infringement Claim”), HW XchangeIT will defend the Licensee you against that Infringement Claim and pay all costs, damages and legal fees that a court finally awards, provided that the Licensee promptly 1you promptly: (i) notifies HW notify XchangeIT in writing of the Infringement Claim as soon as it becomes you become aware of such Infringement Claim, 2, (ii) allows HW allow XchangeIT to fully control the defence and any related settlement negotiations, and 3and (iii) cooperates cooperate with HW XchangeIT in the defence and any related settlement negotiations by providing HW XchangeIT with appropriate information and assistance needed for such defence or settlement. 5.2 (b) Where the terms and conditions in the preceding clause 6.1 are not fulfilled, XchangeIT in any event may be entitled, but not obligated, to defend the Infringement Claim at its expense, and upon notifying you, XchangeIT be irrevocably authorised by you, to the extent legally possible, to assume the defence of the legal suit or proceedings brought forward against you, and may institute proceedings or enter into settlements concerning the Infringement Claim. You must provide XchangeIT with appropriate information or assistance for such defense or settlement. (c) In the event of an Infringement Claim, HW XchangeIT shall be entitled to either: 1: (i) obtain the continued right for the Licensee you to use the Software, 2, (ii) bring the infringement to an end by modifying the Software or replacing the Software with other software which, essentially, possesses the same functions as the affected Software, or 3or (iii) terminate this Licence Agreement with written notice and pay to the Licensee you an amount equal to the Licence Software License Fee actually paid by you for the licence to the Software by the Licenseecurrent 186 day Term. HW XchangeIT shall only be obliged to pay the stated amount to the Licensee you if the infringement Infringement Claim is actually raised against the Licensee you within a period of five (5) five years following the commencement date of the Licence your acceptance of this Agreement. If an Infringement Claim is raised against the Licensee you after the stated period has expired, HW XchangeIT shall be entitled to terminate this Licence Agreement without payment of any amount to the Licenseeyou. The performance of HW XchangeIT’s obligations under this Clause 5.2 clause 6.1(c) shall be HW XchangeIT’s total aggregate liability and HW entire obligation to the Licensee you as a consequence of all and any Infringement Claims, and the Licensee you shall have no other claims against HW XchangeIT as a result of such Infringement Claim. Upon termination of this Licence Agreement, the Licensee you shall promptly cease using the Software and fulfil the terms and conditions connected to termination as stated in Clause 11.7 of this Licence Agreementclause 7.4. 5.3 (d) The limited warranty stated in Clause 5.1 and 5.2 this clause 6.1, is void if the Infringement Claim has resulted from accident, abuse abuse, misapplication or misapplicationuse with hardware and or software not authorised by XchangeIT. Any modification of the Software by anyone other than HW XchangeIT voids the foregoing warranty on any portion of the Software modified or affected by such modification.