Common use of Intellectual Property Indemnification Clause in Contracts

Intellectual Property Indemnification. Licensor will defend, at its own expense, any claim, suit or proceeding brought against Licensee to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action and give Licensor full information and assistance in connection therewith. Licensor shall have the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software in combination with any items not supplied by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTS.

Intellectual Property Indemnification. Licensor will defend, at its own expense, any claim, suit or proceeding brought against Licensee to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action and give Licensor full information and assistance in connection therewith. Licensor shall have the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision provisions of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use distribution of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software in combination with any items not supplied by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunderlicenses. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE OR ANY SUBLICENSEE OF SOFTWARE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTS.

Intellectual Property Indemnification. Licensor will LICENSOR warrants that LICENSOR has clear title to the SOFTWARE (including the applicable intellectual property rights), the SOFTWARE does not infringe on the intellectual property rights of any third party, and LICENSOR is not the subject of any lawsuit claiming otherwise. Subject to the limitations set forth below, LICENSOR agrees to defend, at its own expenseindemnify and hold harmless LICENSEE from all liabilities and reasonable expenses, including but not limited to attorneys’ fees, judgments, fines or penalties which LICENSEE incurs that result from any claim, action, suit or proceeding brought against Licensee (whether civil, criminal or administrative, including any associated appeals) the material allegation of which avers that the SOFTWARE constitutes an infringement of a United States registered copyright, trademark, existing patent or other intellectual property, provided that LICENSEE both (i) notifies LICENSOR in writing within thirty (30) days of receipt of notice of such claim, action, suit or proceeding (it being understood, however, that LICENSOR shall not be relieved of its obligations hereunder as a consequence of any delay in providing such notice if LICENSOR is not materially prejudiced by such delay); and (ii) provides LICENSOR with all information within LICENSEE’S possession that is help in the defense of such suit. In lieu of indemnification, LICENSOR, at its sole option, may: (i) obtain for LICENSEE the right to utilize the extent it is based upon a claim that unmodified LicensorSOFTWARE or (ii) use its best efforts to make the SOFTWARE non-proprietary code licensed infringing without materially diminishing the utility to Licensee pursuant to LICENSEE of the SOFTWARE or (iii) terminate this Agreement infringes upon and refund to LICENSEE its initial license fee for the SOFTWARE as depreciated on a straight-line five- year (5-year) basis plus any United States patent, copyright or trade secret of any third partyunused maintenance. Licensee agrees that it Indemnification Procedure. LICENSEE shall promptly notify Licensor LICENSOR in writing as soon as practicable. LICENSOR shall control the defense and investigation of any such claim or action and give Licensor full information employ and assistance engage attorneys of its choice to handle and defend the same, at LICENSOR’S expense. LICENSEE shall reasonably cooperate with LICENSOR and its attorneys in connection therewith. Licensor shall have the sole right to control the investigation, trial and defense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software in combination with any items not supplied by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTS.

Intellectual Property Indemnification. Licensor will defendBusiness Partner shall indemnify, at defend and hold harmless HBOC, its own expenseAffiliates and Distributors, and HBOC Customers and their officers, directors, employees agents and affiliates (collectively, for purposes of this Section 12, "HBOC Persons") from all damages, liabilities and expenses (and all legal costs including attorneys' fees, court costs, expenses and settlements resulting from any action or claim) arising out of, suit connected with or proceeding brought against Licensee to resulting in any way from: (i) any allegation that the extent it is based upon possession, distribution or use (by HBOC, its Affiliates, Distributors or HBOC Customers) of BP Software infringes a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trademark, copyright, trade secret or other intellectual property right of any a third partyparty and (ii) the performance or use of BP Software (by HBOC, its Affiliates, Distributors or HBOC Customers). Licensee agrees that it shall promptly notify Licensor in writing of If any such claim or action proceeding arises, HBOC Persons seeking indemnification hereunder shall give timely notice of the claim to Business Partner after it receives actual notice of the existence of the claim. Business Partner shall have the option, at its expense, to employ counsel reasonably acceptable to HBOC Persons to defend against such claim and give Licensor full information to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing any obligations upon HBOC Persons may be affected without the prior written consent of HBOC Persons. In addition, and assistance at the option and expense of Business Partner, Business Partner may, at any time after any such claim has been asserted, and shall, in the event any BP Software is held to constitute an infringement, either procure for HBOC Persons the right to continue using that the BP Software, or replace or modify the BP Software so that it becomes non-infringing, provided that such replacement or modified BP Software has the same functional characteristics as the infringing BP Software, or, if the prior two remedies are commercially impractical, refund to HBOC all fees, costs, and charges paid by HBOC to Business Partner for that BP Software and any other BP Software reasonably rendered ineffective as the result of said infringement. HBOC shall cooperate fully in such actions, making available books or records reasonably necessary for the defense of such claim. If Business Partner refuses to defend or does not make known to HBOC Persons its willingness to defend against such claim within ten (10) days after it receives notice thereof, then HBOC Persons shall be free to investigate, defend, compromise, settle or otherwise dispose of such claim in its best interest and incur other costs in connection therewith. Licensor shall have , all at the sole right to control the defense expense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software in combination with any items not supplied by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSBusiness Partner.

Intellectual Property Indemnification. Licensor will defend, at its own expense, any claim, suit or proceeding brought against Licensee to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action and give Licensor full information and assistance in connection therewith. Licensor shall have the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) LicenseeLicensee ’s use of the licensed Software in combination with any items not supplied by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTS.

Intellectual Property Indemnification. Licensor will defendExcluding any intellectual property rights obtained through acquisition of NextNet, Motorola agrees to indemnify Clearwire against and to defend Clearwire, at its own Motorola's expense, for any claimclaims, suit suits, arbitration or proceeding other disputes brought against Licensee to the extent it is Clearwire based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement any Subscriber Product furnished hereunder by Motorola infringes upon any United States patent, patent or copyright or misappropriates a trade secret of in any third party. Licensee agrees country worldwide where Motorola sells such Subscriber Product and to pay costs and damages awarded based upon such claim in any such suit, provided that it shall Motorola is: (1) promptly notify Licensor notified by Clearwire in writing within [***] of any the date on which Clearwire first received written notice of such claim or action claim; and give Licensor full information (2) at Motorola's request and expense is given sole control of the suit and all reasonably requested assistance in connection therewith. Licensor shall have the sole right to control the for defense of any such claim or action and the sole right to settle or compromise any such claim or actionclaim. Provided Licensee complies with the provisions hereof and is Motorola shall not otherwise in breach be relieved of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its indemnification obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use delays in notifying Motorola of the licensed Software claim except to the extent the amount of the claim is increased as a result of such delay. Motorola will not be liable for any settlement made without its written consent. If the use or sale of any Subscriber Product furnished under this Agreement is enjoined as a result of such suit, Motorola at its option and at no expense to Clearwire, will: (1) obtain for Clearwire the right to use or sell such Subscriber Products; (2) substitute a functionally equivalent product with the same or similar features reasonably acceptable to Clearwire and extend this indemnity to the substitute products, or; (3) accept the return of the Subscriber Products and reimburse Clearwire the purchase price therefore, less a reasonable charge for prior use, if any, of the Subscriber Products. If the claim is alleged prior to completion of delivery of the Subscriber Products, Motorola has the right to decline to make further shipments without being in combination breach of contract. This indemnity does not extend to any suit based upon any infringement or alleged infringement arising from Subscriber Products furnished by Motorola that are: (1) altered in any way by Clearwire or any third party if the alleged infringement would not have occurred but for such alteration; (2) combined with any items other products or elements not supplied furnished or approved in writing by Licensor where Motorola if the alleged infringement would not have occurred but for such combination combination; or (3) claims arising out of Clearwire's unique specifications or instructions, if the alleged infringement would not have occurred but for such unique specifications or instructions. The indemnity provided in this section is the basis sole, exclusive, and entire liability of Motorola and the remedies provided in this section are Clearwire's exclusive remedies against Motorola for patent, copyright infringement or trade secret misappropriation, whether direct or contributory and is provided in lieu of all warranties, express, implied or statutory in regard to these potential liabilities, including the warranty against infringement specified in the Uniform Commercial Code. Should any intellectual property right obtained through the acquisition of NextNet be subject to an infringement or other claim and, in order to continue to supply Subscriber Products which contain those intellectual property rights, Motorola settles the claim, or is subject to a judgment, requiring the payment of any royalty, then Clearwire agrees Motorola may add that royalty fee, on a pass-through basis, to the Exhibit A price of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSaffected Subscriber Products.

Intellectual Property Indemnification. Licensor will defend, at its own expense, Customer and ACS each agree to defend and hold harmless the other against any claim, suit or proceeding brought against Licensee third party action to the extent it that such action is based upon on a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement the Customer Materials and/or the Existing Customer Solution, in the case of Customer, and the ACS Materials and/or the ACS Solution, in the case of ACS, or the Confidential Information provided by the indemnitor, or any party thereof or any other intellectual property right of a Party (i) infringes upon any a copyright under United States patentlaw, copyright (ii) infringes a patent granted or pending under United States law or (iii) constitutes an unlawful disclosure, use or misappropriation of another party’s trade secret secret. The indemnitor will bear the expense of such defense and pay any third party. Licensee agrees damages and reasonable attorneys’ fees that it shall promptly notify Licensor in writing of any are attributable to such claim or action and give Licensor full information and assistance in connection therewith. Licensor shall have the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such actionby a court of competent jurisdiction or any costs associated with settlement of said claim. If such Software isthe Customer Materials, Existing Customer Solution, ACS Materials, ACS Solution, any Confidential Information or any other intellectual property right of a Party becomes the subject of a claim under this Section, or in Licensorthe indemnitor’s opinion may beis likely to become the subject of such a claim, held to infringe, Licensor then the indemnitor may, at its option, replace (a) modify the Customer Materials or modify Existing Customer Solution (if the indemnitor is Customer) or the ACS Materials or ACS Solution (if the indemnitor is ACS) or Confidential Information or other intellectual property right of a Party to make it noninfringing or cure any claimed misuse of another’s trade secret, provided such Software so as to avoid infringementmodification does not adversely affect the functionality of the Customer Materials, Existing Customer Solution, ACS Materials, or ACS Solution, as applicable or (b) procure for the indemnitee the right for Licensee to continue using the use Customer Materials, Existing Customer Solution, ACS Materials, or ACS Solution, as applicable or Confidential Information or other intellectual property right of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned a Party pursuant to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, or (c) replace the Customer Materials, Existing Customer Solution, ACS Materials, or ACS Solution or other intellectual property right of a Party, as depreciated on applicable with substantially equivalent Software that is noninfringing or that is free of claimed misuse of another’s trade secret. Any costs associated with implementing any of the above alternatives will be borne by the indemnitor. With respect to any Software provided or developed by a straight line five (5) year basis. Licensor Party pursuant to this Agreement, such Party will have no liability for to the other Party under this Agreement (a) to the extent that any claim of infringement arising is based upon the use of the Software in connection or in combination with equipment, devices or Software not supplied by that Party or used in a manner for which the Software was not designed, (b) for infringements that arise solely as a result of a) Licensee’s use the implementation by that Party of functionality requirements presented by the licensed Software in combination with any items not supplied other Party where there is no non-infringing alternative to such implementation, and the other Party has been so advised by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; that Party prior to implementation, and (c) use of for maintenance, modifications, updates, enhancements and improvements to the Software made by any Party other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSthat Party.

Intellectual Property Indemnification. Licensor will defend, at its own expense, any claim, suit or proceeding brought against Licensee to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action and give Licensor full information and assistance in connection therewith. Licensor shall have the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in material breach of any provision provisions of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit refund to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software in combination with any items not supplied by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunderlicenses. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTS.

Intellectual Property Indemnification. Licensor will defend, at its own expense, In the event of any claim, suit or proceeding brought against Licensee to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed any Product (excluding Content) supplied by IBS to Licensee pursuant to this Agreement Cetalon infringes upon any United States patent, copyright or trade secret of any a third party. Licensee agrees that it party not affiliated with Cetalon, IBS shall promptly notify Licensor in writing of any indemnify Cetalon against such claim or action and give Licensor full information and assistance in connection therewith. Licensor shall have infringement, provided that: (i) Cetalon promptly gives notice to IBS of the sole right claim against Cetalon alleging such infringement, (ii) Cetalon allows IBS to control the defense and settlement of such claim, (iii) Cetalon fully cooperates with IBS in connection with the defense and settlement of such claim, and (iv) if requested by IBS, Cetalon ceases all use, sale and distribution of the infringing Product and/or returns all infringing Product on hand to IBS for a refund. Indemnification of Cetalon against such infringement means: (a) to pay any monetary judgment awarded to the third party based In the event of any claim that any Content supplied, requested or required by Cetalon infringes or causes infringement of any patent, copyright, trade secret, trademark or other intellectual property of a third party not affiliated with IBS, Cetalon shall indemnify IBS against such claim and infringement, provided that: (i) IBS promptly gives notice to Cetalon of the claim against IBS alleging such infringement, (ii) IBS allows Cetalon to control the defense and settlement of such claim, (iii) IBS fully cooperates with Cetalon in connection with the defense and settlement of such claim, and (iv) if requested by Cetalon, IBS ceases to include or action use Content on, in or with Products and Product packaging and/or returns all infringing Content on hand to Cetalon. Indemnification of IBS against such infringement means: (a) to pay any monetary judgment awarded to the sole right third party based on the claim of such infringement or to pay any settlement amount to the third party to settle the claim of such infringement, and (b) to defend IBS against such claim. Cetalon has no other obligation or compromise any such claim or action. Provided Licensee complies with liability in the provisions hereof event of infringement and is not otherwise in breach responsible for loss of profits or other losses of or damages to IBS. Cetalon has no other obligation of indemnification or to defend or hold harmless relating to infringement of patents, copyrights, trade secrets or other intellectual property. Cetalon shall not be liable for any provision costs or expenses incurred without its prior written authorization. Cetalon shall have no obligation of this Agreementindemnification or any liability if the infringement is based on or caused by: (a) any altered, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software ischanged or modified form of the Content made by IBS, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure (b) the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software Content in combination with any items anything not supplied provided, requested or required by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunderCetalon. THE FOREGOING THIS SECTION STATES THE CETALON'S ENTIRE LIABILITY OF LICENSOR AND OBLIGATION TO LICENSEE CONCERNING NEWSUB WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS OR ANY OTHER FORM OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSPROPERTY.

Intellectual Property Indemnification. Subject to the terms of this Agreement and in addition to any other rights the Licensee may have in such circumstances, Licensor will defendhereby agrees to indemnify Licensee and/or any Sub-Licensee , at Permitted Assign or Third Party Acquirer or its own expenseor their employees or agents (in this Article 9, individually an "Indemnified Party" and collectively the "Indemnified Parties"), against any claimloss and damage ("Losses"), and any reasonable attorney's fees and expenses with respect to the Indemnified Parties ' defense, resulting from any suit or proceeding action ("IP Claim") brought against Licensee an Indemnified Party due to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon infringement of any United States third party copyright , patent, copyright industrial or intellectual property rights or trade secret due to the use by an Indemnified Party of the Licensed Property or the Customized Licensed Property in accordance with and during the Term of this Agreement. Licensor shall not be obligated to defend or be liable for Losses for such infringement claims which arise out of any customization of the Licensed Property undertaken by either Licensor or an Indemnified Party for the benefit of such Indemnified Party, save and except as such customization is directly related to the Customized Licensed Property, or results from an addition to or modification by an Indemnified Party of the Licensed Property, or from use of the Licensed Property in a manner not permitted hereunder, or from any use of any Licensed Property in combination with other products, equipment, devices, software, systems or data not supplied by Licensor, or from a combination of any Licensed Property or the Customized Licensed Property with other products or items developed or made by third partyparties if such infringement could have been avoided either by the use of the Licensed Property or the Customized Licensed Property with commercially acceptable non-infringing products or items, or by not making or composing such combination of the products or items if not required or reasonably necessary for purposes of the Licensee 's Business. Licensee agrees that it shall promptly notify Licensor Should any of the Licensed Property or the Customized Licensed Property become or in writing Licensor's opinion are likely to become , the subject of any such claim suit or action and give Licensor full information and assistance in connection therewith. Licensor shall have the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringefor infringement, Licensor may, at its Licensor's option, (I) procure for the Indemnified Parties the right to continue using such Licensed Property or Customized Licensed Property, (2) replace or modify such Software Licensed Property or Customized Licensed Property so as to avoid infringementthat it becomes non-infringing, or procure (3) terminate this Agreement and refund Licensee the right for fees paid by the Licensee to continue the use Licensor during the most recent 12 month period to date of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee termination under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software in combination with any items not supplied by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTS.

Intellectual Property Indemnification. Licensor QualityMetric Incorporated, LLC will defend, at its own expense, any claim, suit or proceeding action brought against Licensee to the extent that it is based upon on a third party claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement a Licensed Survey infringes upon any United States patent, copyright registered trademark, or trade secret of any third party. copyright, provided that: (a) Licensee agrees that it shall promptly notify Licensor notifies QualityMetric Incorporated, LLC in writing within thirty (30) days of its becoming aware of any such claim or action and give Licensor full information and assistance in connection therewith. Licensor shall have the claim; (b) QualityMetric Incorporated, LLC has sole right to control of the defense and all related settlement negotiations, provided that QualityMetric Incorporated, LLC shall not agree to any settlement that includes an admission of wrongdoing on the part of Licensee or requiring any such claim or action by Licensee without Licensee's prior written consent; and the sole right to settle or compromise any such claim or action. Provided (c) Licensee complies provides QualityMetric Incorporated, LLC with the provisions hereof information, authority, and is not otherwise in breach any and all assistance reasonably required by QualityMetric Incorporated, LLC to provide the aforementioned defense. In the event of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties an action against Licensee in such action. If such Software isalleging infringement of the intellectual property rights of a third party with respect to a Licensed Survey, or in Licensor’s opinion may bethe event QualityMetric Incorporated, held to infringeLLC believes such a claim is likely, Licensor mayQualityMetric Incorporated, LLC shall be entitled, at its optionoption but without obligation or additional cost to Licensee, replace or to (i) appropriately modify such Software Licensed Survey so as not to avoid infringementinfringe such third party intellectual property rights; provided, that such modifications or procure substitutions shall not materially affect the right for Licensee to continue the use function of such SoftwareLicensed Survey; (ii) obtain a license with respect to the applicable third party intellectual property rights; or (iii) if neither (i) nor (ii) is commercially practicable, terminate Licensee’s license hereunder as to the effected Licensed Survey and refund the full license fee therefore. If neither of such alternatives isQualityMetric Incorporated, in Licensor’s opinion, commercially reasonable, the infringing Software LLC shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of hereunder if the alleged infringement arising as a result of a) Licensee’s use of the licensed Software in combination with any items not supplied is caused by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision then-most-recent version of such Licensed Survey provided to Licensee by QualityMetric Incorporated, LLC, any combination of a Licensed Survey with non-QualityMetric Incorporated, LLC programs or data, where the Software if use of Licensed Survey alone would not have given rise to the latest revision would avoid the infringement; claim, or d(iii) use of the Software a Licensed Survey outside the scope of the license granted hereunderthis Agreement. THE FOREGOING THIS SECTION STATES THE ENTIRE LIABILITY OF LICENSOR QUALITYMETRIC INCORPORATED LLC AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSANY ALLEGED INFRINGEMENT.

Intellectual Property Indemnification. Licensor Coalfire or its Affiliates will defend, at its own expense, defend and indemnify You against any claim, suit or proceeding brought against Licensee to claims asserting that the extent it is based upon Software infringes any intellectual property right of a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third party, and will pay any and all damages finally awarded by a court and actually paid by You, or agreed to in a final settlement by Coalfire and attributable to such claim. Licensee agrees that it shall promptly notify Licensor in writing of any Coalfire’s obligations under this provision are subject to You not having compromised or settled such claim and doing the following: (a) notifying Coalfire of the claim in writing, as soon as You learn of it; (b) providing Coalfire with all reasonable assistance and information to enable Coalfire to perform Coalfire’s duties under this Section; and (c) allowing Coalfire or action its Affiliates sole control of the defense and give Licensor full information and assistance all related settlement negotiations. Notwithstanding the foregoing, You may participate at Your own expense in connection therewith. Licensor shall have the sole right to control the defense of any such claim with Your own counsel, provided that Coalfire or action and its Affiliates retains sole control of the sole claim. You have the right to settle approve any settlement that affirmatively places an obligation on You that has a material adverse effect on You other than the obligations to cease using the affected Software or compromise any such claim or actionto pay sums indemnified under this Section. Provided Licensee complies with the provisions hereof and is Such approval will not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such actionbe unreasonably withheld. If such the Software is, or in Licensor’s opinion may be, held is found to infringe, Licensor mayor if Coalfire determines, at its optionin Coalfire’s sole opinion, replace that the Software is likely to be found to infringe, then Coalfire will arrange for one of the following remedies (i) obtain for You the right to continue to use the Software; or (ii) modify such the Software so as to avoid infringementmake it non-infringing, or procure replace it with a non-infringing equivalent substantially comparable in functionality; or, if Coalfire determines in its sole opinion that “(i)” and/or “(ii)” are not reasonable, Coalfire may (iii) terminate Your rights and Coalfire’s obligations under the right for Licensee Agreement and/or the applicable Agreement with respect to continue the use of such Software, and in such case shall arrange for a refund any unused, pre-paid fees to You for the affected Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, Notwithstanding the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall Coalfire will not be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability liable for any infringement claim of infringement arising as a result of ato the extent that it is based upon: (A) Licensee’s use of the licensed Software in combination with any items not supplied by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision by Coalfire; (B) combination, use, or operation of the Software if use of with products not specifically authorized by Coalfire to be combined with the latest revision would avoid the infringementSoftware; or d(C) use of the Software outside the scope other than in accordance with this License Agreement; or (D) Your continued use of the license granted hereunderinfringing Software after Coalfire, for no additional charge, supplies or offers to supply modified or replacement non-infringing Software. THE FOREGOING THIS SECTION STATES THE ENTIRE YOUR SOLE AND EXCLUSIVE REMEDY AND COALFIRE’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO CLAIMS OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSPROPERTY.

Intellectual Property Indemnification. Licensor CPF will defendindemnify, defend (or at its own expenseoption, settle) and hold harmless Reseller from any claim, suit or proceeding brought against Licensee to the extent it is Reseller or its End Users and pay amounts settled upon or finally awarded against Reseller based upon on a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement Reseller’s marketing or distribution of a Product purchased hereunder infringes upon any United States a copyright, patent, copyright trademark or trade secret of any third partyother proprietary or intellectual property right in the Territory. Licensee agrees that it shall CPF’s obligation under Section 5.2 will be conditioned upon Reseller notifying CPF promptly notify Licensor in writing of any such the claim or action and give Licensor giving CPF full authority, information and assistance for the defense and settlement at CPF’s expense. If such a claim has occurred or in connection therewithCPF’s opinion is likely to occur, Reseller agrees to permit CPF, at CPF’s sole option and expense, either to procure for Reseller the right to continue distributing the Product; or if the performance of functionality thereof will not thereby be materially adversely affected, promptly replace or modify the same so that it becomes non-infringing; or immediately terminate CPF’s obligations and Reseller’s rights under this Agreement with regard to such Product, and if Reseller returns such Product to CPF, refund to Reseller, the price originally paid by Reseller for such Product, less applicable credits. Licensor Reseller shall have the sole right right, but not the obligation, to control participate in the defense of any such claim suit or action and proceeding at Reseller’s expense. Notwithstanding the sole right foregoing, CPF will not be obligated to settle defend or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties indemnify Reseller against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of (a) Licensee’s based on marketing or distribution of other than a current version of the Products, if the infringement would have been avoided by use of the licensed Software in combination with current version, (b) based upon the combination, operation or use by Reseller, its parent, subsidiaries, contractors, agents or affiliates of any items Product supplied hereunder with, equipment, devices, or software which are (i) not supplied by Licensor where such combination is CPF; and (ii) are not intended by CPF for use with the basis Products, provided that other products which, according to CPF’s published specification and documentation accompanying the Product, are required for use with the Product shall be deemed to have been intended by CPF for use with the Product; (c) based upon the alteration or modification by Reseller its parent, subsidiaries, contractors, agents or affiliates of any Product supplied hereunder, if the infringement claim; b) any modification of the licensed Software by Licensee would have been avoided absent such alteration or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringementmodification; or (d) use of the Software outside the scope of the license granted hereunderbased upon CPF’s compliance with designs, specifications, or instruction provided to CPF by Reseller or its parent, subsidiaries, contractors, agents or affiliates. THE FOREGOING STATES THE ENTIRE NEITHER PARTY SHALL HAVE ANY LIABILITY OF LICENSOR WITH RESPECT TO LICENSEE CONCERNING INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSINDEMNITY EXCEPT AS SET FORTH IN THIS SECTION.

Intellectual Property Indemnification. Licensor will SCC shall defend, at its own sole cost and expense, any claim, suit or proceeding brought against Licensee to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action and give Licensor full information and assistance in connection therewithof any kind against AMCI for alleged violation, infringement or misappropriation of any patent, copyright, trade secret or other intellectual property right based on the use of SCC products or services under this Agreement. Licensor SCC shall have the sole right to control conduct the defense of any such claim or action and all negotiations for settlement or compromise, unless otherwise mutually agreed to in writing by the sole Parties hereto. However, AMCI, at its own expense, shall have the right 14 17 to settle participate in the defense of any such suit or compromise proceeding through counsel of its choosing. SCC shall indemnify and hold harmless AMCI and its officers, directors, employees, and agents and their successors and assigns against and from any and all losses, liabilities, damages, claims, demands and expenses (including, without limitation, reasonable attorneys' fees) arising out of or related to any such claim or action. Provided Licensee complies with If any SCC product used to provide the provisions hereof and is not otherwise Services under this Agreement becomes involved in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software isclaim or action described above, or in Licensor’s opinion may be, is held to infringeconstitute a violation, Licensor mayinfringement or misappropriation of a third party's intellectual property rights and the use thereof is enjoined, then SCC shall, at its SCC's expense and option, replace or modify such Software so as to avoid infringement, or : (i) procure the right for Licensee to continue using said product so that its use by SCC for AMCI is lawful; (ii) modify such product so that its use by SCC for AMCI is lawful (provided that such modification does not adversely affect the use Services provided); or (iii) replace such product, at no charge to AMCI, with equally suitable, compatible and functionally equivalent products that lawfully may be used by SCC for AMCI. 9. LIMITATION OF LIABILITY EXCEPT WITH RESPECT TO SCC'S OBLIGATION TO INDEMNIFY AMCI IN CONNECTION WITH THIRD PARTY CLAIMS AND IN CONNECTION WITH INTELLECTUAL PROPERTY INFRINGEMENT AS SET FORTH IN SECTION 8 HEREIN ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, WHETHER BASED UPON LOST GOODWILL, LOST PROFITS, LOSS OF USE OR PERFORMANCE OF ANY PRODUCTS, SERVICES, OR OTHER PROPERTY, LOSS OR IMPAIRMENT OF DATA OR SOFTWARE, OR OTHERWISE, AND WHETHER ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT (INCLUDING THE FURNISHING, PERFORMANCE, OR USE OF ANY HARDWARE, SOFTWARE OR OTHER PRODUCTS, MATERIALS, OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDERTAKEN IN THIS AGREEMENT), TORT, (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. To the extent not otherwise governed by federal, state or local law, and except with respect to SCC's obligation to indemnify AMCI in connection with third party claims and in connection with intellectual property infringement set forth in section 8 herein above, SCC's entire liability to AMCI shall be limited to that which is directly related to its alleged negligent performance or non-performance of such Softwareits obligations hereunder, and in any event shall be limited to the payment of a sum not to exceed [ ]. 10. INSURANCE During the Term hereof, including any extensions, SCC must maintain not less than the same insurance coverages as that described in SCC's agreement with Ameritech Information Systems, Inc. dated August 31, 1994. Neither SCC nor SCC's insurer(s) shall have a claim, right of action or right of subrogation against AMCI based on any loss or liability insured against under the foregoing insurance. SCC's policy must be endorsed to name AMCI and its corporate affiliates as additional insureds and state: "AMCI is to be notified in writing at least ten (10) days prior to cancellation of or any material change in this policy". Also, SCC must furnish certificates evidencing the foregoing insurance coverage prior to commencement of performance. If neither of SCC fails to maintain the insurance required by this Section, AMCI may procure such alternatives isinsurance. In such event, in Licensor’s opinion, commercially reasonable, the infringing Software SCC shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to promptly reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability AMCI for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software in combination with any items not supplied premiums and other charges paid by Licensor where AMCI for such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereundercoverage. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTS.15