Common use of Intellectual Property Indemnification Clause in Contracts

Intellectual Property Indemnification. Supplier shall indemnify, defend and hold Buyer and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Order.

Intellectual Property Indemnification. 10.1. For Goods provided under any Purchase Order, Supplier shall indemnifywill, at its expense, defend and hold Buyer indemnify Indemnitee from and Buyer’s customers harmless from against any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement loss, cost, expense, damage, claim, demand, or liability, including reasonable attorney and professional fees and costs, and the cost of settlement, incurred by or demanded from Indemnitee arising out of, resulting from, or occurring in connection with any alleged: (a) patent, copyright, trademarkor trademark infringement; (b) unlawful disclosure, use, or misappropriation of a trade secret secret; or (c) violation of any other third-party intellectual property rights of any third party right, arising out of the use, sale, importation, distribution, reproduction reproduction, or licensing of any productGoods or Deliverables, serviceand from expenses incurred by Indemnitee in defense of such suit, article or apparatusclaim, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from proceeding if Supplier does not undertake the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplierdefense thereof. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same. Supplier will have the right to conduct the defense of any such claim or action and, and consistent with Indemnitee's rights hereunder, all negotiations for its settlement. Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, will not enter into any settlement of such suit, claim or proceeding shall be subject to without Buyer’s prior written consent, such consent which will not to be unreasonably withheld. Indemnitee may participate in defense or negotiations to protect its interests. If use of any Indemnified IP Goods is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer Indemnitees the right to continue using such Indemnified IPGoods; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP Goods and/or halt such use of the Indemnified IP Goods in providing goods and/or services Goods under this Order Agreement and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Order.

Intellectual Property Indemnification. Supplier shall indemnifyLicensor will defend, defend and hold Buyer and Buyer’s customers harmless from at its own expense, any and all claims claim, suit or proceeding brought against Buyer and/or Buyer’s customers alleging intellectual property infringement of 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, trademark, copyright or trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, party. Licensee agrees that it shall promptly notify Licensor in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly writing of any such suit, claim or proceeding action and give Supplier authority and Licensor full information and assistance (at Supplier’s expense) for in connection therewith. Licensor shall have the sole right to control the defense of sameany 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 provisions of this Agreement, and Supplier shall Licensor will pay all damages, costs and expenses incurred finally awarded to third parties against Licensee in such action. If such Software is, or awarded thereinin Licensor’s opinion may be, including reasonable attorneys’ fees. Notwithstanding held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the foregoing, any settlement right for Licensee to continue the use of such suitSoftware. If neither of such alternatives is, claim or proceeding in Licensor’s opinion, commercially reasonable, the infringing Software shall be subject returned to BuyerLicensor and Licensor’s consentsole liability, such consent not in addition to its obligation to reimburse awarded damages, costs and expenses set forth above, shall be unreasonably withhelda credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. If use Licensor will have no liability for any claim of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (infringement arising as a result of a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such Licensee’s use of the Indemnified IP licensed Software in providing goods and/or services under this Order and refund combination with any items not supplied by Licensor where such combination is the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part basis of the deliverables under this Order consistent with infringement claim; b) any modification of the intellectual property infringement indemnity it provides to Buyer in this Orderlicensed 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 granted licenses. 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. Supplier shall indemnify, defend and hold Buyer and Buyer’s customers harmless from any and all claims Claims (defined in Section 12.1) against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding Claim and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Order.

Intellectual Property Indemnification. Supplier shall indemnifyLicensor will defend, defend and hold Buyer and Buyer’s customers harmless from at its own expense, any and all claims claim, suit or proceeding brought against Buyer and/or Buyer’s customers alleging intellectual property infringement of 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, trademark, copyright or trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, party. Licensee agrees that it shall promptly notify Licensor in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly writing of any such suit, claim or proceeding action and give Supplier authority and Licensor full information and assistance (at Supplier’s expense) for in connection therewith. Licensor shall have the sole right to control the defense of sameany 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, and Supplier shall Licensor will pay all damages, costs and expenses incurred finally awarded to third parties against Licensee in such action. If such Software is, or awarded thereinin Licensor’s opinion may be, including reasonable attorneys’ fees. Notwithstanding held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the foregoing, any settlement right for Licensee to continue the use of such suitSoftware. If neither of such alternatives is, claim or proceeding in Licensor’s opinion, commercially reasonable, the infringing Software shall be subject returned to BuyerLicensor and Licensor’s consentsole liability, such consent not in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be unreasonably withhelda credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. If use Licensor will have no liability for any claim of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (infringement arising as a result of a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such Licensee’s use of the Indemnified IP licensed Software in providing goods and/or services under this Order and refund combination with any items not supplied by Licensor where such combination is the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part basis of the deliverables under this Order consistent with infringement claim; b) any modification of the intellectual property infringement indemnity it provides to Buyer in this Orderlicensed 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. Supplier shall indemnifyLicensor will defend, defend and hold Buyer and Buyer’s customers harmless from at its own expense, any and all claims claim, suit or proceeding brought against Buyer and/or Buyer’s customers alleging intellectual property infringement of 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, trademark, copyright or trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, party. Licensee agrees that it shall promptly notify Licensor in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly writing of any such suit, claim or proceeding action and give Supplier authority and Licensor full information and assistance (at Supplier’s expense) for in connection therewith. Licensor shall have the sole right to control the defense of sameany 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 provisions of this Agreement, and Supplier shall Licensor will pay all damages, costs and expenses incurred finally awarded to third parties against Licensee in such action. If such Software is, or awarded thereinin Licensor’s opinion may be, including reasonable attorneys’ fees. Notwithstanding held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the foregoing, any settlement right for Licensee to continue the distribution of such suitSoftware. If neither of such alternatives is, claim or proceeding in Licensor’s opinion, commercially reasonable, the infringing Software shall be subject returned to BuyerLicensor and Licensor’s consentsole liability, such consent not in addition to its obligation to reimburse awarded damages, costs and expenses set forth above, shall be unreasonably withhelda credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. If use Licensor will have no liability for any claim of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (infringement arising as a result of a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such Licensee’s use of the Indemnified IP licensed Software in providing goods and/or services under this Order and refund combination with any items not supplied by Licensor where such combination is the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part basis of the deliverables under this Order consistent with infringement claim; b) any modification of the intellectual property infringement indemnity it provides to Buyer in this Orderlicensed 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 granted licenses. 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. Supplier Seller shall indemnifydefend, defend indemnify and hold Buyer Purchaser and Buyer’s customers its Affiliates harmless from and against any and all claims against Buyer and/or Buyer’s customers alleging intellectual property expenses, costs, claims, demands, causes of action and damages of whatever kind which Purchaser may incur in connection with any suit or claim of infringement of any patent, copyright, copyright or trademark, or misappropriation of any trade secret or other intellectual property rights right resulting from (i) Purchaser's or its Affiliates' use of any portion of the Equipment as contemplated in the Proposal and otherwise in accordance with this Sales Agreement or applicable Equipment documentation delivered by Purchaser by Seller hereunder, or (ii) performance of the Work, except, in each case with respect to each of the foregoing clauses (i) and (ii), to the extent directly attributable to Third-Party Hardware or Third-Party Software. Seller shall receive written notice from Purchaser within ten (10) days after proper legal service is received by Purchaser of any such suit or claim, provided that failure to receive such notice shall not relieve Seller of its obligations under this Article 3 except to the extent that Seller's ability to defend such suit or claim is materially impaired due to such failure. Seller is hereby authorized by Purchaser to, at Seller's expense, appear in and assume the defense of, and be given the complete control of the settlement of, any such suit or claim; provided that (a) if Purchaser or any of its Affiliates wishes to participate in the defense and settlement of the claim, Purchaser or any of its Affiliates may do at its own cost, (b) Purchaser is kept timely informed of all material actions taken by Seller in connection with any such settlement, suit or claim (including, without limitation, of settlement offers and responses (to the extent the delivery of such information does not require Seller to waive work product immunity or attorney/client privilege or otherwise violate the terms of any protective order between Seller and any third party arising out plaintiff or defendant)); and (c) Seller shall not enter into or acquiesce to any settlement admitting to or stipulating to any guilt, fault, liability or wrongdoing on the part of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, Purchaser or any part thereof constituting goods of its Affiliates without Purchaser's prior written consent. In the event that Purchaser's right or services furnished under this Order, ability to use the Equipment is threatened or impaired as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly a result of any such suitsuit or claim, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier Seller shall, at Buyer’s option and Supplier’s its own expense, either: do one of the following, (a1) diligently procure for Buyer Purchaser the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; Equipment, or (c2) remove modify the Indemnified IP and/or halt Equipment or, if necessary and by mutual agreement, substitute functionally equivalent Equipment, to the extent necessary to avoid infringement or misappropriation; provided in each case that if such use modified or substituted equipment fails to comply with all Specifications applicable to the original, unmodified Equipment, Purchaser shall be entitled to equitable compensation with respect to such noncompliance. Seller hereby assigns to or otherwise transfers to the benefit of the Indemnified IP Purchaser all of its right, title and interest in providing goods and/or services under this Order and refund the purchase price to Buyerany intellectual property right infringement or misappropriation indemnification or defense rights Seller may have with respect to Third Party Software and Third Party Hardware, and in all caseswill, Supplier shall at its expense, take any actions as may be responsible for all related costs necessary to enable Purchaser to exercise such rights and expensesrealize such benefit to the fullest extent possible. Supplier agrees It is mutually agreed that it shall use commercially reasonable efforts the provisions set forth herein are Seller's only obligations with respect to obtain an infringement of any patent, copyright or trademark, or misappropriation of any trade secret or other intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Orderright.

Intellectual Property Indemnification. Supplier shall indemnify, defend and hold Buyer and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Order. 17.

Intellectual Property Indemnification. Supplier shall indemnifyLicensor will defend, defend and hold Buyer and Buyer’s customers harmless from at its own expense, any and all claims claim, suit or proceeding brought against Buyer and/or Buyer’s customers alleging intellectual property infringement of 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, trademark, copyright or trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, party. Licensee agrees that it shall promptly notify Licensor in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly writing of any such suit, claim or proceeding action and give Supplier authority and Licensor full information and assistance (at Supplier’s expense) for in connection therewith. Licensor shall have the sole right to control the defense of sameany 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, and Supplier shall Licensor will pay all damages, costs and expenses incurred finally awarded to third parties against Licensee in such action. If such Software is, or awarded thereinin Licensor’s opinion may be, including reasonable attorneys’ fees. Notwithstanding held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the foregoing, any settlement right for Licensee to continue the use of such suitSoftware. If neither of such alternatives is, claim or proceeding in Licensor’s opinion, commercially reasonable, the infringing Software shall be subject returned to BuyerLicensor and Licensor’s consentsole liability, such consent not in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be unreasonably withhelda credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. If use Licensor will have no liability for any claim of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (infringement arising as a result of a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such Licensee ’s use of the Indemnified IP licensed Software in providing goods and/or services under this Order and refund combination with any items not supplied by Licensor where such combination is the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part basis of the deliverables under this Order consistent with infringement claim; b) any modification of the intellectual property infringement indemnity it provides to Buyer in this Orderlicensed 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. Supplier shall indemnify, defend and hold Buyer and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement In the event of any patent, copyright, trademark, trade secret or other intellectual property rights of any claim by a third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatusagainst You asserting, or any part thereof constituting goods involving, a patent or services furnished under this Ordercopyright violation which concerns Products subscribed to by You hereunder, as well as any device WEBSENSE will defend You, at its expense, and will indemnify You against cost, expense, attorneys’ fees and liability arising from such claim whether or process necessarily resulting from the use thereof not such claim is successful; however, You must notify WEBSENSE in writing within ten (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly 10) days after You have received notice of any such suit, claim of infringement. WEBSENSE shall have sole control of the defense and related settlement negotiations for the claim; provided that WEBSENSE shall have no right to incur any financial liability for a claim or proceeding a materially adverse impact on Your behalf without Your written consent. You shall fully assist and give Supplier authority and information and assistance (at Supplier’s expense) for cooperate in the defense of same, and Supplier shall pay all damages, costs settlement negotiations as reasonably requested by WEBSENSE so long as WEBSENSE pays Your out-of-pocket expenses associated with such assistance and expenses incurred or awarded therein, including reasonable attorneys’ feescooperation. Notwithstanding Subject to WEBSENSE’s right to control the foregoing, any defense and settlement of such suitclaims, claim You may, at Your cost and expense, engage Your own counsel to advise You regarding any claims. In the event an injunction or proceeding order shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If obtained against Your use of any Indemnified IP is enjoinedProducts, Supplier or if in the opinion of WEBSENSE, the Products are likely to become the subject of a claim of infringement, WEBSENSE shall, at Buyer’s its sole option and Supplier’s expense, either: (ai) procure for Buyer You the right to continue using such Indemnified IPthe Products; (ii) modify the Products so that they become non-infringing; or (iii) replace the Products with substitute Products which perform substantially the same. WEBSENSE will have no liability to You with respect to any claim of patent or copyright infringement which is based upon: (a) the combination or use of the Products with any other equipment or program not furnished by WEBSENSE; (b) replace any modification of the same with furnished Products by a non-infringing equivalentparty other than WEBSENSE; (c) any use of the Products by You that exceeds the scope of the rights set forth in Section 12; or (cd) remove the Indemnified IP and/or halt such use failure to promptly use/install any Database Update or Software Upgrade provided by WEBSENSE. You shall indemnify WEBSENSE for any third party claims of patent or copyright infringement arising out of Your actions (a)-(d), as set forth in the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expensesprevious sentence. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this OrderTHE FOREGOING STATES YOUR SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND THE ENTIRE LIABILITY OF WEBSENSE WITH REGARD THERETO.

Intellectual Property Indemnification. Supplier shall indemnify, defend and hold Buyer and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging LICENSOR warrants that LICENSOR has clear title to the SOFTWARE (including the applicable intellectual property infringement of any patentrights), copyright, trademark, trade secret or other the SOFTWARE does not infringe on the intellectual property rights of any third party arising out party, and LICENSOR is not the subject of any lawsuit claiming otherwise. Subject to the limitations set forth below, LICENSOR agrees to defend, indemnify 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 (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 SOFTWARE or (ii) use its best efforts to make the SOFTWARE non-infringing without materially diminishing the utility to LICENSEE of the use, sale, importation, distribution, reproduction SOFTWARE or licensing of (iii) terminate this Agreement and refund to LICENSEE its initial license fee for the SOFTWARE as depreciated on a straight-line five- year (5-year) basis plus any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplierunused maintenance. Buyer Indemnification Procedure. LICENSEE shall notify Supplier promptly LICENSOR in writing as soon as practicable. LICENSOR shall control the defense and investigation of any such suitclaim and employ and engage attorneys of its choice to handle and defend the same, claim or proceeding at LICENSOR’S expense. LICENSEE shall reasonably cooperate with LICENSOR and give Supplier authority its attorneys in the investigation, trial and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Orderclaim.

Intellectual Property Indemnification. A. Supplier shall indemnify, defend indemnify and hold Buyer and Buyer’s its customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patentcosts, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof expenses (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees), losses, damages, or liabilities finally awarded by a court of competent jurisdiction, or in its sole judgment settled, because of any claim of infringement of any third party patent, copyright, trade secret, trademark, mask work, or other intellectual property right arising out of the proper use or sale by Buyer of Items, except as otherwise provided in this paragraph. Notwithstanding Buyer shall promptly notify Supplier in writing of such claim or demand with sufficient specificity to allow Supplier to adequately respond to such claim or demand and shall permit Supplier to solely conduct the foregoing, defense or settlement thereof. Buyer shall provide all assistance reasonably requested by Supplier or Supplier’s counsel. Buyer may retain advisory counsel at its sole expense to participate fully in any such matter. If any settlement of such suit, claim or proceeding demand requires Buyer to incur any monetary obligation or admits liability on Buyer’s behalf, then Supplier shall be subject to not accept any such settlement without Buyer’s consent, such consent not to be unreasonably withheld. If use an injunction issues as a result of any Indemnified IP is enjoinedclaim or action, Supplier shall, agrees at Buyer’s its expense and its sole option and Supplier’s expense, eitherto do one of the following: (ai) procure for Buyer the right to continue using such Indemnified IPItems; (bii) replace the same Items with a non-infringing equivalentitems; (iii) modify Items so they become non-infringing; or (civ) remove refund to Buyer the Indemnified IP and/or halt such use amount paid for any Items returned to Supplier or destroyed in accordance with Supplier’s written requests. Regardless of which of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all casesforegoing remedies is chosen by Supplier, Supplier shall be responsible pay to Buyer incremental costs incurred by Buyer to procure alternative products that are comparable in quality and specifications as compared to the replaced Items, provided that such alternative products are required to fill orders for all related costs Items that were placed by Buyer and expenses. accepted by Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent effective date of the injunction. This indemnification shall not apply to the extent Items are manufactured to Buyer’s specifications and such infringement would not have occurred but for Supplier’s compliance with such specifications. This indemnification shall not apply to the intellectual property extent the Item is combined with other items or transformed by Buyer or a third party and such infringement indemnity it provides would not have occurred but for the combination and/or transformation, or the combination/transformation of the Item was proposed or suggested to Buyer by Supplier in this Orderwriting.

Intellectual Property Indemnification. Supplier Business Partner shall indemnify, defend and hold Buyer harmless HBOC, its Affiliates and Buyer’s customers harmless 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 and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement action or claim) arising out of, connected with or resulting in any way from: (i) any allegation that the possession, distribution or use (by HBOC, its Affiliates, Distributors or HBOC Customers) of any BP Software infringes a patent, trademark, copyright, trademark, trade secret or other intellectual property rights right of any a third party arising out and (ii) the performance or use of the useBP Software (by HBOC, saleits Affiliates, importation, distribution, reproduction Distributors or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”HBOC Customers), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of If any such suit, claim or 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 Supplier authority and information and assistance (at Supplier’s expense) for to compromise, settle or otherwise dispose of the defense claim; provided, however, that no compromise or settlement of sameany 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 Supplier shall pay all damagesat the option and expense of Business Partner, costs Business Partner may, at any time after any such claim has been asserted, and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expensein the event any BP Software is held to constitute an infringement, either: (a) either procure for Buyer 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 Indemnified IP; (b) replace replacement or modified BP Software has the same with a non-functional characteristics as the infringing equivalent; or (c) remove BP Software, or, if the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and prior two remedies are commercially impractical, refund the purchase price to BuyerHBOC 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 all casessuch actions, Supplier 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 responsible for free to investigate, defend, compromise, settle or otherwise dispose of such claim in its best interest and incur other costs in connection therewith, all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part at the expense of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this OrderBusiness Partner.

Intellectual Property Indemnification. Supplier shall indemnifydefend ScanSource and its officers, defend directors, agents and hold Buyer and Buyer’s customers harmless employees (“Indemnified Party”) against claims brought against them by a third party arising from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement by the Product of any patent, copyright, trademark, trade dress, or trade secret right in The Territory and pay all costs, damages and expenses (including reasonable legal fees) finally awarded against an Indemnified Party by a court of competent jurisdiction, or other intellectual property rights as agreed to in a written settlement agreement signed by Supplier; provided that: (i) such Indemnified Party notifies Supplier in writing of any third party arising out and all threats, claims and proceedings related thereto within twenty days of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly first learning of any such suitthreats or claims; (ii) Supplier is given the opportunity to assume sole control over the defense and all negotiations for a settlement or compromise; and (iii) such Indemnified Party provides Supplier, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expenserequest, with the reasonable assistance and information necessary to perform Supplier’s obligations under this Section. Supplier will not be responsible for any settlement it does not approve in writing. The foregoing obligation of Supplier does not apply with respect to Product or portions or components thereof (i) for that are not supplied or developed by Supplier, (ii) that are made in whole or in part in accordance with ScanSource specifications, (iii) that are modified, without Supplier’s approval, after shipment by ScanSource, if the defense alleged infringement relates to such modification, (iv) that are combined, without Supplier’s approval, with other products, processes or materials where the alleged infringement relates to such combination, (v) where ScanSource continues allegedly infringing activity after being notified thereof or after being informed of samemodifications that would have avoided the alleged infringement, (vi) or (vii) where ScanSource’s use is not in accordance with this Agreement and all applicable licenses and documentation. In the event that Supplier reasonably believes that the use of the Products may be enjoined or otherwise infringe third party rights, Supplier shall pay all damages, costs and expenses incurred or awarded therein, including use reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject efforts to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer on reasonable terms the right to continue using such Indemnified IP; (b) the Products, or to replace or modify the same with a non-infringing equivalent; or (c) remove Products so that they are outside the Indemnified IP and/or halt such use scope of the Indemnified IP in providing goods and/or services under this Order and injunction or infringement. If neither of those actions is reasonably feasible despite of Supplier’s diligent efforts, Supplier shall refund to ScanSource the unamortized portion of the purchase price or license fee actually paid by ScanSource for such Products (as amortized on a straight-line basis over five years from the date of shipment of such Product). The foregoing states the parties’ entire rights and liabilities with respect to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an infringement of third party intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables rights. Supplier’s obligations under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in Section are of an indefinite term and shall survive termination or expiration of this OrderAgreement. THE FOREGOING STATES THE ENTIRE LIABILITY OF SUPPLIER TO SCANSOURCE CONCERNING WARRANTIES OF INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION OF INTELLECTUAL PROPERTY INFRINGEMENT, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT, TRADEMARK, TRADE DRESS AND TRADE SECRETS.

Intellectual Property Indemnification. Supplier shall indemnify, defend and hold Buyer and Buyer’s customers harmless from any and all claims (defined in Section 12.1) against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding Claim and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Order.

Intellectual Property Indemnification. Supplier shall indemnify, Customer and ACS each agree to defend and hold Buyer harmless the other against any third party action to the extent that such action is based on a claim that the Customer Materials and/or the Existing Customer Solution, in the case of Customer, and Buyer’s customers harmless from the ACS Materials and/or the ACS Solution, in the case of ACS, or the Confidential Information provided by the indemnitor, or any and all claims against Buyer and/or Buyer’s customers alleging party thereof or any other intellectual property infringement right of a Party (i) infringes a copyright under United States law, (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. The indemnitor will bear the expense of such defense and pay any patentdamages and reasonable attorneys’ fees that are attributable to such claim finally awarded by a court of competent jurisdiction or any costs associated with settlement of said claim. If the Customer Materials, copyrightExisting Customer Solution, trademarkACS Materials, trade secret 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 the indemnitor’s opinion is likely to become the subject of such a claim, then the indemnitor may, at its option, (a) modify the Customer Materials or 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 rights right of a Party to make it noninfringing or cure any third party arising out claimed misuse of another’s trade secret, provided such modification does not adversely affect the functionality of the useCustomer Materials, saleExisting Customer Solution, importation, distribution, reproduction or licensing of any product, service, article or apparatusACS Materials, or any part thereof constituting goods or services furnished under this OrderACS Solution, as well as any device applicable or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (ab) procure for Buyer the indemnitee the right to continue using such Indemnified IP; (b) replace the same with Customer Materials, Existing Customer Solution, ACS Materials, or ACS Solution, as applicable or Confidential Information or other intellectual property right of a non-infringing equivalent; Party pursuant to this Agreement, or (c) remove replace the Indemnified IP and/or halt Customer Materials, Existing Customer Solution, ACS Materials, or ACS Solution or other intellectual property right of a Party, as 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 Party pursuant to this Agreement, such Party will have no liability to the other Party under this Agreement (a) to the extent that any claim of infringement is based upon the use of the Indemnified IP Software in providing goods and/or services under this Order and refund connection or in combination with equipment, devices or Software not supplied by that Party or used in a manner for which the purchase price Software was not designed, (b) for infringements that arise solely as a result of the implementation by that Party of functionality requirements presented by the other Party where there is no non-infringing alternative to Buyersuch implementation, and in all casesthe other Party has been so advised by that Party prior to implementation, Supplier shall be responsible and (c) for all related costs maintenance, modifications, updates, enhancements and expenses. Supplier agrees improvements to the Software made by any Party other than that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this OrderParty.

Intellectual Property Indemnification. Supplier Seller warrants that all goods and/or services, including software, provided and/or utilized pursuant to this Order, whether provided/utilized by Seller or a Subcontractor, will be free of any claims of any nature. Seller shall indemnify, defend and hold Buyer and Buyer’s customers harmless from all costs and expenses related to any suit, claim or proceeding brought against Buyer, its Affiliates and/or its and all claims against Buyer their customers based on a claim that any article or apparatus, or any part thereof constituting goods or services, including software, provided and/or Buyer’s customers alleging intellectual property furnished by Seller or one of its suppliers pursuant to this Order, as well as any device or process necessarily resulting from the use thereof, constitutes an infringement of any patent, copyright, trademark, trade secret or other intellectual property rights right of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplierparty. Buyer shall notify Supplier Seller promptly of any such suit, claim or proceeding and give Supplier authority and information Seller authority, information, and assistance (at Supplier’s Seller's expense) for the defense of sameand settlement thereof, and Supplier Seller shall pay all damages, damages and costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP said article, apparatus, part, device or process is enjoined, Supplier Seller shall, at Buyer’s option its own expense and Supplier’s expenseat its option, either: (a) either procure for Buyer the right to continue using such Indemnified IP; (b) said article or apparatus, part, process or device, or replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Order.

Intellectual Property Indemnification. Supplier shall indemnify, defend If notified promptly in writing and hold Buyer and Buyer’s customers harmless from any given sole control of the defense and all claims related settlement negotiations, Manufacturer will defend Distributor against Buyer and/or Buyer’s customers alleging intellectual property infringement of any claim based on an allegation that a Product supplied hereunder or the Marks licensed pursuant to Section 2 hereof infringe a U.S. or applicable foreign (within the Territory) patent, copyrightcopyright or trademark. Manufacturer will pay any resulting costs, trademarkdamages and attorney's fees finally awarded against Distributor by a court with respect to any such claims. The foregoing obligation of Manufacturer does not apply with respect to Product or portions or components thereof (i) made in whole or in part in accordance with Distributor specifications, trade secret (ii) which are modified by Distributor or Distributor's customer after shipment by Manufacturer, if the alleged infringement relates to such modification, (iii) combined by Distributor or Distributor's customer with other intellectual property rights products, processes or materials where the alleged infringement relates to such combination, (iv) where Distributor continues the allegedly infringing activity after being notified thereof and after being informed of any third party arising out actions that would have avoided the alleged infringement, or (v) where the alleged use of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatusProduct is not strictly in accordance with instructions provided with the Product. If the Product, or any part thereof constituting goods the operation thereof, becomes, or services furnished under this Orderin Manufacturer's opinion are likely to become, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing subject of such Indemnified IPa claim, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) Distributor will obtain authorization for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shallManufacturer, at Buyer’s Manufacturer's option and Supplier’s expense, either: (a) either to procure for Buyer the right for Distributor's customers to continue using such Indemnified IP; (b) Product, or replace the same with a Product so that they become non-infringing equivalent; infringing. If neither of the foregoing alternatives is available on terms that Manufacturer in its sole discretion deems reasonable, all orders for the Product will be canceled and, Manufacturer will authorize Distributor's customers to return, at Manufacturer's expense, such Product on written request to Manufacturer. Manufacturer will grant Distributor a credit equal to the prices paid by Distributor for such returned Product, provided that such returned Product is in an undamaged condition. The foregoing obligation of Manufacturer does not apply with respect to any Mark xxxd by Distributor after Manufacturer has terminated the license granted in Section 2 hereof with respect to such Mark. Xxnufacturer may terminate the trademark license granted in Section 2 with respect to any Mark xx the Territory or (c) remove the Indemnified IP and/or halt in any portion thereof by providing written notice of such termination to Distributor, provided that Manufacturer provides such notice to all similarly situated distributors and ceases its own use of such Mark xx the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees same extent that it shall use commercially reasonable efforts requires Distributor to obtain an cease such use. This Section 12.2 sets forth Distributor's sole and exclusive remedies and Manufacturer's entire liability with respect to intellectual property infringement indemnity from its direct infringement. Manufacturer shall have no obligation to Distributor for any suit or indirect suppliers providing goods and/or services as part of other action brought by a third party with respect to the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer Product or marks beyond that stated in this OrderSection 12.

Intellectual Property Indemnification. Supplier shall indemnify, Coalfire or its Affiliates will defend and hold Buyer indemnify You against any claims asserting that the Software infringes any intellectual property right of a third party, and Buyer’s customers harmless from will pay any and all claims against Buyer and/or Buyerdamages finally awarded by a court and actually paid by You, or agreed to in a final settlement by Coalfire and attributable to such claim. Coalfire’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret obligations under this provision are subject to You not having compromised or other intellectual property rights of any third party arising out settled such claim and doing the following: (a) notifying Coalfire of the useclaim in writing, sale, importation, distribution, reproduction or licensing as soon as You learn of any product, service, article or apparatus, or any part thereof constituting goods or services furnished it; (b) providing Coalfire with all reasonable assistance and information to enable Coalfire to perform Coalfire’s duties under this Order, as well as any device Section; and (c) allowing Coalfire or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing its Affiliates sole control of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ feesrelated settlement negotiations. Notwithstanding the foregoing, You may participate at Your own expense in the defense of any such claim with Your own counsel, provided that Coalfire or its Affiliates retains sole control of the claim. You have the right to approve any settlement of such suit, claim 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 proceeding shall be subject to Buyer’s consent, such consent pay sums indemnified under this Section. Such approval will not to be unreasonably withheld. If use the Software is found to infringe, or if Coalfire determines, in Coalfire’s sole opinion, that the Software is likely to be found to infringe, then Coalfire will arrange for one of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: the following remedies (ai) procure obtain for Buyer You the right to continue using such Indemnified IPto use the Software; or (bii) modify the Software so as to make it non-infringing, or replace the same it with a non-infringing equivalentequivalent 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 Agreement and/or the applicable Agreement with respect to such Software, and in such case shall arrange for a refund any unused, pre-paid fees to You for the affected Software. Notwithstanding the above, Coalfire will not be liable for any infringement claim to the extent that it is based upon: (A) modification of the Software other than by Coalfire; (B) combination, use, or operation of the Software with products not specifically authorized by Coalfire to be combined with the Software; (C) use of the Software other than in accordance with this License Agreement; or (cD) remove the Indemnified IP and/or halt such Your continued use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price infringing Software after Coalfire, for no additional charge, supplies or offers to Buyer, and in all cases, Supplier shall be responsible for all related costs and expensessupply modified or replacement non-infringing Software. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this OrderTHIS SECTION STATES YOUR SOLE AND EXCLUSIVE REMEDY AND COALFIRE’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY.

Intellectual Property Indemnification. Supplier shall indemnify, defend is responsible for ensuring that the Products and hold Buyer Services and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other their use do not infringe the intellectual property rights of any third party arising out of the useparty. Supplier agrees to defend, saleat its expense, importation, distribution, reproduction any claim or licensing of any product, service, article suit against Sacoma or apparatusSacoma’s customers, or any part thereof constituting goods Sacoma Indemnified Parties based on an assertion or services claim that the Products or Services furnished under this Order, as well as any device by Supplier to Sacoma hereunder or process necessarily resulting from the sale or the use thereof (by Sacoma or its customers in the “manner contemplated by this Contract infringes any patent or copyright or other intellectual property right or is a wrongful use of a third party trade secret or proprietary information, and further agrees to indemnify and hold Sacoma, Sacoma’s customers and end-users, and the Sacoma Indemnified IP”)Parties harmless from any losses, including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees, settlements associated with said claim, or any damages, including attorneys’ fees or costs, finally awarded in any such claim. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at BuyerSacoma’s option request, assist Sacoma in disputes in which Sacoma could become involved by reason of such infringement and if required by Sacoma assume the defense of any dispute. This indemnity does not extend to any infringement or alleged infringement arising solely out of Supplier’s expensecompliance with Sacoma -required specifications, designs, or instructions that (i) are created solely by Sacoma, and (ii) are thereafter furnished to Supplier in writing. In addition to the indemnification obligations outlined herein, in the event Sacoma’s sale or use, or its affiliates’, subsidiaries’ or customers’ sale or use, of any Products or Services is interrupted as a result of a claim for any actual or asserted violation or infringement of any intellectual property rights, or any improper use of confidential information or other proprietary rights that may be attributable to Supplier or any subcontractor in connection with the Services or Products, then, in addition to Supplier’s indemnification obligations under this Section 28, Supplier shall either: (a) procure for Buyer Sacoma, and its affiliates, subsidiaries or customers, as applicable, at no cost to Sacoma and its affiliates, subsidiaries or customers, the right to continue using such Indemnified IPand selling the infringing items as though they were non-infringing; or (b) replace or modify the same infringing items with a substantially equivalent items that are non-infringing equivalent; or (c) remove and extend the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services indemnification obligations under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this OrderSection 28 thereto.

Intellectual Property Indemnification. Supplier Seller shall indemnifyprotect, defend defend, hold harmless and hold indemnify Buyer and Buyer’s customers harmless its officers, directors, employees, agents, successors, assigns, and customers, from and against any and all claims against Buyer and/or Buyer’s customers alleging intellectual property claims, suits, allegations, judgments, actions, liabilities, losses, damages, costs and expenses (the "Loss") for injury, loss or damage of any kind claimed by a third party, and caused by or arising from, or alleged to have been caused by or arise from, infringement of any patent, patent or copyright, trademark, or wrongful use of third-party trade secret or other intellectual property rights of any third party arising out proprietary information, for or on account of the usemanufacture, sale, importationoffer for sale, distribution, reproduction or licensing use of any productgoods/materials furnished hereunder, service, article except in the case where Seller's compliance with specifications prescribed by and originating with Buyer constitutes the sole basis of such infringement or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from wrongful use. If the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing sale of any goods/materials furnished hereunder is enjoined as a result of such Indemnified IPsuit, in foreseeable combinations with products Seller, at its option and at no expense to Buyer, shall obtain for the party to be indemnified (including Buyer's customers, if applicable) the right to use and/or sell the goods/materials or services substitute acceptable equivalent goods/materials and extend this indemnity thereto. Failure of Buyer to discover and/or remedy the foregoing act(s) or omission(s) shall not supplied by Supplierexcuse Seller from this obligation. Buyer shall notify Supplier promptly Seller in writing of any such suit, claim or proceeding the Loss and give Supplier authority and information and assistance (at Supplier’s expense) for Seller control of the defense of same, and Supplier insofar as Xxxxx has the authority to do so. Buyer shall pay all damagescooperate in, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent but not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for paying for, the investigation and defense thereof. Should Seller fail to assume its obligation hereunder, Buyer shall have the right, but not the obligation, to defend itself and to thereafter require from Seller reimbursement and indemnification for any and all related costs and expenses, including attorney's fees, paid by Xxxxx in connection therewith. Supplier agrees that it Seller having insurance as required hereunder shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services in no way be interpreted as part relieving Seller of the deliverables any responsibility under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in section. This section shall survive termination, cancellation or expiration of this Scheduling Agreement/ Purchase Order.

Intellectual Property Indemnification. Supplier (a) Provider shall indemnify, defend defend, and hold Buyer harmless Xxxxxxx Indemnitees from and Buyer’s customers harmless from against all Losses arising from, in connection with or relating to (either jointly or severally) a claim that any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patentProvider Software, copyrightProvider Proprietary Material, trademarkSystems, trade secret or other intellectual property rights of any third party arising out of the useWork Product, saledata, importation, distribution, reproduction or licensing of any product, service, article or apparatusdocumentation, or any part thereof constituting goods other property or services furnished under this OrderService provided by Provider, as well as any device Provider Affiliates or process necessarily resulting from the use thereof subcontractors or Provider Personnel (the “Indemnified IPProvider Materials”), including or the useUse thereof as permitted in the Agreement, salethe applicable SOW and/SOW (i) infringes (directly or in a contributory manner), importationviolates or misappropriates any Intellectual Property Right; (ii) constitutes unfair competition under applicable law; or (iii) constitutes an unlawful disclosure, distributionuse or misappropriation of a third party’s trade secret. If any Provider Materials becomes the subject of an allegation, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suitdemand, claim or proceeding and give Supplier authority and information and assistance (at Supplieraction under this Section 17.3, or in Provider’s expense) for opinion is likely to become the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement subject of such suitan allegation, demand, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shallaction then Provider may, at Buyerits option (A) modify such Provider Material to make it non-infringing, non-violating and non-misappropriating or cure any claimed misuse of a third party’s option and Supplier’s expensetrade secret, either: provided such modification does not adversely affect the functionality, completeness or accuracy of such Provider Material; (aB) procure for Buyer Xxxxxxx and its Affiliates (as applicable) the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalentapplicable Provider Material(s); or (cC) remove replace such Provider Material with substantially equivalent material that is non-infringing, non-violating and non-misappropriating and that are free of claimed misuse of a third party’s trade secret. To the Indemnified IP and/or halt such use extent that the foregoing remedies are not commercially practicable and if the removal of the Indemnified IP in providing goods and/or services under this Order infringing or violative Provider Materials excluded will not have a material adverse effect on any of Xxxxxxx Indemnitees or their business operations, Provider may remove such items and refund to Xxxxxxx all Charges paid for such items and any other items affected by such removal. Any costs associated with implementing any of the purchase price to Buyer, and in all cases, Supplier above alternatives shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Orderborne solely by Provider.

Intellectual Property Indemnification. Supplier Consultant shall indemnifyat its own expense defend all suits or proceedings instituted against AM/NS, defend and hold Buyer and Buyer’s customers harmless from its officers, agents, affiliates or employees ("Indemnified Parties") based upon any claim, suit or proceeding that any Inventions and all claims against Buyer and/or Buyer’s customers alleging intellectual property Proprietary Rights supplied under this Agreement constitute an infringement of any patent, copyright, trademark, trade secret copyright or other intellectual property rights right (collectively, "IP Claim"). Consultant shall pay all awards of any third party arising out of damages assessed against the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily Indemnified Parties resulting from any such IP Claim and shall indemnify and save the use thereof Indemnified Parties harmless against losses, expenses and damages resulting from any such IP Claim or incurred in obedience to a decree resulting from any such IP Claim (including attorneys' fees and court costs) or pursuant to any compromise thereof. If in any such IP Claim a restraining order or temporary injunction is granted, Consultant shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly suspension of any such suit, claim restraining order or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheldtemporary injunction. If in any such IP Claim any Inventions or Proprietary Rights supplied under this Agreement are held to constitute an infringement and their use of any Indemnified IP is permanently enjoined, Supplier Consultant shall, at Buyer’s option Consultant's option, in addition to indemnifying and Supplier’s expensesaving AM/NS harmless in accordance with this Section, either: either (a) procure at Consultant's sole expense, promptly secure for Buyer AM/NS a license authorizing the right to continue using continued use of such Indemnified IP; Inventions and Proprietary Rights or (b) at Consultant's sole expense and without impairing performance requirements, replace the same infringing part thereof with a non-infringing equivalent; Inventions and Proprietary Rights, as the case may be, or (c) remove modify the infringing Inventions and Proprietary Rights so that they do not so infringe. Consultant's obligations under this Section shall survive termination of this Agreement. Consultant shall not be required to indemnify an Indemnified IP and/or halt Party for any such use infringement to the extent caused by such Indemnified Party modifying the Inventions and Proprietary Rights in a manner that results in such Inventions and Proprietary Rights infringing any patent, copyright or other intellectual property right of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this OrderUnited States.

Intellectual Property Indemnification. Supplier In performing the Scope of Services, the Strategic Partner shall not incorporate into the Scope of Services, or use in connection with the provision of the Scope of Services, any materials, components, design, methods, processes or systems that involve the use of any Confidential Information or Intellectual Property rights that the Strategic Partner does not have the right to use or incorporate or which may result in claims or suits against the Authority, the Strategic Partner or any Subcontractor, arising out of claims of infringement of any third party, domestic or foreign patent rights, copyrights, other proprietary rights, or Intellectual Property rights, licenses or agreements, or applications thereof, or rights of use of confidential information. The Strategic Partner shall fully indemnify, hold harmless and defend the Authority from and hold Buyer and Buyer’s customers harmless from against any and all damages, claims against Buyer and/or Buyer’s customers alleging intellectual property and losses that the Authority may suffer, incur or pay by reason of any claims or suits arising out of claims of infringement of any patentIntellectual Property or any patent rights, copyright, trademark, trade secret copyrights or other intellectual property property, proprietary or confidentiality rights of with respect to equipment, designs, techniques, processes and information designed or used by the Strategic Partner or any third party arising out Subcontractor in performance of the use, sale, importation, distribution, reproduction Scope of Services hereunder or licensing of under the Subcontracts in any product, service, article way incorporated in or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from related to the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IPProject. If, in foreseeable combinations with products any suit or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding relating to the foregoing, a temporary restraining order or preliminary injunction is granted, the Strategic Partner shall make every effort to secure the suspension of the injunction or restraining order. If, in any settlement such suit or claim, any part, combination or process of such suitthe Scope of Services, claim or proceeding is finally held to constitute an infringement and its use is permanently enjoined, the Strategic Partner shall be subject promptly make every reasonable effort to Buyer’s consentsecure for the Authority a license, such consent not at no cost to be unreasonably withheldthe Authority, authorizing continued use of the Services. If use of any Indemnified IP the Strategic Partner is enjoinedunable to secure such license within a reasonable time, Supplier it shall, at Buyer’s option its own expense and Supplier’s expensewithout impairing performance requirements, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) either replace the same affected Scope of Services, or part, combination or process thereof with a non-infringing equivalent; components, parts or (c) remove modify the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees same so that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Orderthey become non-infringing.

Intellectual Property Indemnification. Supplier shall indemnify, defend and hold Buyer and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Order. 18.

Intellectual Property Indemnification. Supplier Outset shall indemnifydefend, defend indemnify and hold Buyer Reseller and Buyer’s customers its officers, directors, employees and agents (“Reseller Indemnified Parties”) harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the useclaims, salesuits, importationdemands, distributionlosses, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs damages and expenses incurred or awarded therein, (including reasonable attorneys’ fees) (“Losses”) to the extent they arise from an allegation that the Products as delivered: (i) misappropriate any trade secret of a third party; or (ii) infringe any copyright, trademark or patent enforceable within the United States or the Territory (“Claim”). Notwithstanding Outset is not obligated to indemnify Reseller Indemnified Parties if and to the foregoing, any settlement of such suit, claim extent that the alleged misappropriation or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP infringement is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, eithercaused by: (a) procure for Buyer use of a Product in a manner not authorized by Outset as set forth in the right to continue using such Indemnified IPDocumentation or other written instructions from Outset; (b) replace modification *Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. of the same Products unless performed by Outset; (iii) use of the Products in combination with any products or materials not provided by Outset; (iv) compliance by Outset with Reseller’s or Customers’ designs, specifications or instructions; (v) failure to install and use updates issued by Outset; where such infringement would not have occurred but for such use, modification, combination, failure to update or compliance. If the Products or any part of them are, or in the opinion of Outset may become, the subject of any Claim, or if it is judicially determined that the Products or any part of them infringes or misappropriates any such intellectual property or proprietary right, or if the distribution or use of the Products or any part of them is, as a non-infringing equivalentresult, enjoined or Outset wishes to minimize its liability hereunder, then Outset at its option, may: (i) procure for Reseller and its Customers the right to distribute or use, as applicable, such Products as provided herein; or (cii) remove replace the Indemnified IP and/or halt such use Products with non-infringing, functionally equivalent products; or (iii) suitably modify the Products so they become non-infringing. In the event that Outset is unable to do (i), (ii) or (iii) above using its commercially reasonable efforts, then Outset may accept return of the Indemnified IP in providing goods and/or services under this Order Products and refund provide a credit equal to the purchase price to Buyer, and in all cases, Supplier shall be responsible fees paid by Reseller for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part such Product amortized over [***] period using the straight-line method for the benefit of the deliverables under Customer. The provisions of this Order consistent Section 10.1 (Indemnification by Outset) states Reseller’s sole and exclusive remedy with respect to misappropriation or infringement of any third party’s rights by the intellectual property infringement indemnity it provides to Buyer in this OrderProducts.

Intellectual Property Indemnification. Supplier shall indemnify, defend and hold Buyer and Buyer’s customers and Affiliates harmless from any and all claims against Buyer and/or Buyer’s customers and/or Buyer’s Affiliates alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this the Agreement or an Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing non‑infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this an Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this an Order consistent with the intellectual property infringement indemnity it provides to Buyer in this an Order.

Intellectual Property Indemnification. Supplier ViewRay shall indemnifydefend, defend indemnify and hold Buyer Distributor and Buyer’s customers its Affiliates and their officers, directors, employees and agents (“Distributor Indemnified Parties”) harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the useclaims, salesuits, importationdemands, distributionlosses, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs damages and expenses incurred or awarded therein, (including reasonable attorneys’ fees) (“Losses”) to the extent they arise from an allegation that the Products as delivered: (i) misappropriate any trade secret of a third party; or (ii) infringe any copyright, trademark or patent enforceable within the United States or the Territory (“Claim”). Notwithstanding ViewRay is not obligated to indemnify Distributor Indemnified Parties to the foregoing, any settlement of such suit, claim extent that the alleged misappropriation or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP infringement is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, eithercaused by: (a) procure for Buyer use of a Product in a manner not contemplated in the right to continue using such Indemnified IPDocumentation or other written instructions from ViewRay; (b) replace modification of the same Products unless performed in accordance with a non-infringing equivalentthis Agreement; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP Products in providing goods and/or services under this Order combination with any products or materials not provided by ViewRay where there would have been no infringement absent such combination. If the Products or any part of them are, or in the opinion of ViewRay may become, the subject of any Claim, or if it is judicially determined that the Products or any part of them infringes or misappropriates any such intellectual property or proprietary right, or if the distribution or use of the Products or any part of them is, as a result, enjoined or ViewRay wishes to minimize its liability hereunder, then ViewRay at its option, may: (i) procure for Distributor and refund its Customers the purchase price right to Buyerdistribute or use, as applicable, such Products as provided herein; or (ii) replace the Products with non-infringing, functionally equivalent products; or (iii) suitably modify the Products so they become non-infringing. In the event that ViewRay is unable to do either (i), (ii) or (iii) above using its commercially reasonable efforts, then Distributor shall have the right to return the Products. Distributor’s shipment for such return must be properly insured with the freight cost prepaid by ViewRay. For any fees and expenses incurred by Distributor in returning the Products, ViewRay shall reimburse Distributor completely. ViewRay shall accept such return and pay back to Distributor all fees and expenses paid by Distributor for such Products amortized over a ten (10) year period using the straight-line method for the benefit of the Customer and for such Services in that specific year within forty-five (45) days from the receipt of the returned Products. Such amounts will be paid by ViewRay in a lump sum, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts any late payment will impose a service charge equal to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part 1.5% of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Orderdue amount per month.

Intellectual Property Indemnification. Supplier shall indemnify, defend and hold Buyer and BuyerXxxxx’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Order.

Intellectual Property Indemnification. Supplier shall indemnifyLicensor will defend, defend and hold Buyer and Buyer’s customers harmless from at its own expense, any and all claims claim, suit or proceeding brought against Buyer and/or Buyer’s customers alleging intellectual property infringement of 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, trademark, copyright or trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, party. Licensee agrees that it shall promptly notify Licensor in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly writing of any such suit, claim or proceeding action and give Supplier authority and Licensor full information and assistance (at Supplier’s expense) for in connection therewith. Licensor shall have the sole right to control the defense of sameany 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 provisions of this Agreement, and Supplier shall Licensor will pay all damages, costs and expenses incurred finally awarded to third parties against Licensee in such action. If such Software is, or awarded thereinin Licensor’s opinion may be, including reasonable attorneys’ fees. Notwithstanding held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the foregoing, any settlement right for Licensee to continue the use of such suitSoftware. If neither of such alternatives is, claim or proceeding in Licensor’s opinion, commercially reasonable, the infringing Software shall be subject returned to BuyerLicensor and Licensor’s consentsole liability, such consent not in addition to its obligation to reimburse awarded damages, costs and expenses set forth above, shall be unreasonably withhelda refund to Licensee of license fees paid to Licensor by Licensee under this Agreement. If use Licensor will have no liability for any claim of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (infringement arising as a result of a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such Licensee’s use of the Indemnified IP licensed Software in providing goods and/or services under this Order and refund combination with any items not supplied by Licensor where such combination is the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part basis of the deliverables under this Order consistent with infringement claim; b) any modification of the intellectual property infringement indemnity it provides to Buyer in this Orderlicensed 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 granted licenses. 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. Supplier shall indemnify, defend and hold Buyer and Buyer’s customers and Affiliates harmless from any and all claims against Buyer and/or Buyer’s customers and/or Buyer’s Affiliates alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this the Agreement or an Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this an Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this an Order consistent with the intellectual property infringement indemnity it provides to Buyer in this an Order.

Intellectual Property Indemnification. Supplier The responsible party, either Buyer or Supplier, shall indemnifyindemnify the other party from and against damages, defend and hold Buyer and Buyer’s customers harmless to the extent permissible under applicable law, resulting from any and all claims against Buyer and/or Buyer’s customers alleging a dispute related to intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this OrderOrder by Buyer to Supplier (or by Supplier to Buyer as applicable), as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by SupplierSupplier or Buyer, as applicable. Buyer or Supplier (as applicable, each “Indemnified Party”) shall notify Supplier the other party (“Indemnifying Party”) promptly of any such suit, claim or proceeding and give Supplier to the Indemnifying Party authority and information and assistance (at SupplierIndemnifying Party’s expense) for the defense of same, and Supplier Indemnifying Party shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to BuyerIndemnified Party’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier Indemnifying Party shall, at BuyerIndemnified Party’s option and SupplierIndemnifying Party’s expense, either: (a) procure for Buyer Indemnified Party the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to BuyerOrder, and in all cases, Supplier Indemnifying Party shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Order.

Intellectual Property Indemnification. Supplier shall indemnifySubject to the terms of this Section 10, Cynet shall, at its sole cost and expense, defend (or at its sole option settle), indemnify and hold Buyer harmless Customer and Buyer’s customers harmless the directors, officers, employees and agents of the foregoing (“Customer Indemnitees”) from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out claim that the Services, when used in accordance with this Agreement, infringe any United States patent, copyright or trademark of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof a third party (the a “Indemnified IPClaim”), including the use, sale, importation, distribution, reproduction or licensing . • Cynet’s obligations of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding indemnification shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use the following: (a) Customer shall notify Cynet of any Indemnified IP is enjoinedsuch Claim promptly after it obtains knowledge of such Claim, Supplier shall(b) Customer shall provide Cynet with reasonable assistance, information, and cooperation in defending the lawsuit or proceeding, at BuyerCynet’s option sole cost and Supplier’s expense, either: (c) Customer shall give Cynet full control and sole authority over the defense and settlement of such Claim, provided settlement fully releases the Customer Indemnitees and is solely for monetary damages and does not admit any liability on behalf of the Customer. Notwithstanding the following, Customer may join in defense and settlement discussions directly or through counsel of Customer’s choice at Customer’s own cost and expense. • Following notice of a Claim or upon any facts which in Xxxxx’s sole opinion are likely to give rise to such Claim, Cynet shall in its sole discretion and at its sole option elect to (a) procure for Buyer Customer the right to continue using such Indemnified IP; to use the Services, at no additional cost to Customer or Customer Indemnitees, (b) replace the same with a non-Services so that it becomes non- infringing but functionally equivalent; or , (c) remove modify the Indemnified IP and/or halt such Services to avoid the alleged infringement but in a manner so that it remains functionally equivalent, or (d) terminate this Agreement and provide a refund to Customer of all amounts prepaid by Customer to Cynet for Services that have not yet been provided. • Notwithstanding anything contrary contained herein, Cynet shall have no obligation to indemnify, defend or hold harmless the Customer hereunder to the extent a Claim is caused by or results from: (a) Customer’s combination or use of the Indemnified IP in providing goods and/or Services with software, services under or products developed by Customer or other third parties, unless specifically contemplated by this Order and refund the purchase price to BuyerAgreement, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part (b) modification of the deliverables under Services by anyone other than Cynet or its agents without Cynet’s express approval, (c) Customer’s continued allegedly infringing activity after being notified thereof or after being provided modifications that would have avoided the alleged infringement, (d) Customer’s use of the Services in a manner not contemplated by this Order consistent with Agreement, the intellectual property infringement indemnity it provides Documentation or the Training Materials, or (e) Customer’s negligence, recklessness or intentional misconduct or its failure to Buyer in this Orderabide by all laws, rules, regulations or orders applicable to the Services.

Intellectual Property Indemnification. Supplier SCC shall indemnifydefend, defend at its sole cost and hold Buyer and Buyer’s customers harmless from expense, any and all claims claim or action of any kind against Buyer and/or Buyer’s customers alleging intellectual property AMCI for alleged violation, infringement or misappropriation of any patent, copyright, trademark, trade secret or other intellectual property rights right based on the use of SCC products or services under this Agreement. SCC shall have the right to conduct the defense of any third party such claim or action and all negotiations for settlement or compromise, unless otherwise mutually agreed to in writing by the Parties hereto. However, AMCI, at its own expense, shall have the right 14 17 to participate in the defense of any such suit or 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. If any SCC product used to provide the use, sale, importation, distribution, reproduction Services under this Agreement becomes involved in any claim or licensing of any product, service, article or apparatusaction described above, or any part thereof constituting goods is held to constitute a violation, infringement or services furnished under this Order, as well as any device or process necessarily resulting from misappropriation of a third party's intellectual property rights and the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier then SCC shall, at Buyer’s option SCC's expense and Supplier’s expense, eitheroption: (ai) procure for Buyer the right to continue using such Indemnified IPsaid product so that its use by SCC for AMCI is lawful; (bii) replace modify such product so that its use by SCC for AMCI is lawful (provided that such modification does not adversely affect the same with a non-infringing equivalentServices provided); or (ciii) remove 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 Indemnified IP and/or halt such use 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 the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyerits obligations hereunder, and in all cases, Supplier any event shall be responsible for all related costs 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 expenses. Supplier agrees that it shall use commercially reasonable efforts its corporate affiliates as additional insureds and state: "AMCI is to obtain an intellectual property infringement indemnity from its direct be notified in writing at least ten (10) days prior to cancellation of or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer any material change in this Order.policy". Also, SCC must furnish certificates evidencing the foregoing insurance coverage prior to commencement of performance. If SCC fails to maintain the insurance required by this Section, AMCI may procure such insurance. In such event, SCC shall promptly reimburse AMCI for any premiums and other charges paid by AMCI for such coverage. 15

Intellectual Property Indemnification. Supplier Licensor shall indemnify, hold harmless and defend Licensee and hold Buyer its officers, directors, agents, employees, and Buyer’s customers harmless affiliates, at Licensor's expense, from and against any and all claims claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against Buyer and/or Buyer’s customers alleging intellectual property (or are suffered or incurred by) Licensee or any such person by any third party based upon a breach of the representation and warranty set forth in Subsection (b) above or based upon infringement of any patent, a copyright, trademark, trade secret or other intellectual property rights of any third party similar proprietary right (each a "Infringement Claim") arising out of Licensee's use of the useSource Code (including without limitation Licensee's development of Derivative Works, integration of Derivative Works with Licensee's own products, and Licensee's sale/license of Derivative Works); provided, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished however that Licensor shall have no obligation to Licensee under this Order, as well as Section with respect to any device or process necessarily resulting from Infringement Claim based solely upon Licensee's own modifications to the use thereof (Source Code. In the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing event an Infringement Claim is found by a court of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding competent jurisdiction to constitute an infringement and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If Licensee's use of any Indemnified IP the Source Code and/or Derivative Works (including without limitation its continued development activities or sale/licensing activities) is enjoined, Supplier Licensor shall, at Buyer’s option and Supplier’s expenseits sole option, eitherdo one of the following: (ai) procure for Buyer Licensee the right to continue using such Indemnified IPuse of the Source Code and Derivative Works (including without limitation its continued development activities or sale/licensing activities); (bii) replace provide modifications to the same with a affected Source Code and/or Derivative Works so that its use (including continued development activities and sale/licensing activities) becomes non-infringing equivalentinfringing; or (ciii) remove the Indemnified IP and/or halt such use if none of the Indemnified IP in providing goods and/or services under this Order and foregoing alternatives is reasonably available to Licensor, Licensor shall refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part full value of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Orderfees paid by Licensee hereunder.

Intellectual Property Indemnification. Supplier shall indemnifyCONSULTANT SHALL PROTECT, defend and hold Buyer and BuyerINDEMNIFY, AND DEFEND AND/OR HANDLE AT ITS OWN COST AND EXPENSE ANY CLAIM OR ACTION AGAINST CITY, ITS ELECTED OFFICIALS, EMPLOYEES, OFFICERS, DIRECTORS, VOLUNTEERS AND REPRESENTATIVES OF THE CITY, INDIVIDUALLY OR COLLECTIVELY, FOR INFRINGEMENT OF ANY UNITED STATES PATENT, COPYRIGHT OR SIMILAR PROPERTY RIGHT INCLUDING, BUT NOT LIMITED TO, MISAPPROPRIATION OF TRADE SECRETS AND ANY INFRINGEMENT BY CONSULTANT AND ITS EMPLOYEE OR ITS SUBCONSULTANTS AND THEIR AGENTS, SERVANTS, AND EMPLOYEES, BASED ON ANY DELIVERABLE OR ANY OTHER MATERIALS FURNISHED HEREUNDER BY THE CONSULTANT, AND USED BY EITHER CITY OR CONSULTANT WITHIN THE SCOPE OF THIS AGREEMENT (UNLESS SAID INFRINGEMENT RESULTS DIRECTLY FROM CONSULTANT’S COMPLIANCE WITH CITY’S WRITTEN STANDARDS OR SPECIFICATIONS). Consultant does not warrant against infringement by reason of Owner’s customers harmless from any and all claims against Buyer and/or Buyeror Design Consultant’s customers alleging intellectual property infringement design of articles or their use in combination with other materials or in the operation of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of process. Consultant shall have the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from sole right to conduct the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly defense of any such suit, claim or proceeding action and give Supplier authority all negotiations for its settlement or compromise, unless otherwise mutually agreed upon and information expressed in writing signed by the parties hereto. Consultant agrees to consult with the City Attorney during such defense or negotiations, and assistance (at Supplier’s expense) make good faith efforts to avoid any position adverse to the interest of the CITY. CITY will make available to Consultant any deliverables and/or works made for hire by Consultant which are necessary to the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding Consultant against any claim of infringement for the foregoing, any settlement duration of such suit, claim or proceeding shall be subject to BuyerConsultant’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Orderlegal defense.

Intellectual Property Indemnification. Supplier shall indemnify, defend and hold Buyer and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to BuyerXxxxx’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Order.

Intellectual Property Indemnification. Supplier shall CPF will indemnify, defend (or at its option, settle) and hold Buyer and Buyer’s customers harmless Reseller from any claim, suit or proceeding brought against Reseller or its End Users and all claims pay amounts settled upon or finally awarded against Buyer and/or BuyerReseller based on a claim that Reseller’s customers alleging marketing or distribution of a Product purchased hereunder infringes a copyright, patent, trademark or other proprietary or intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out right in the Territory. CPF’s obligation under Section 5.2 will be conditioned upon Reseller notifying CPF promptly in writing of the useclaim and giving CPF full authority, saleinformation and assistance for the defense and settlement at CPF’s expense. If such a claim has occurred or in CPF’s opinion is likely to occur, importationReseller agrees to permit CPF, distributionat CPF’s sole option and expense, reproduction either to procure for Reseller the right to continue distributing the Product; or licensing if the performance of any productfunctionality thereof will not thereby be materially adversely affected, service, article promptly replace or apparatus, modify the same so that it becomes non-infringing; or any part thereof constituting goods or services furnished immediately terminate CPF’s obligations and Reseller’s rights under this OrderAgreement with regard to such Product, as well as any device or process necessarily resulting from and if Reseller returns such Product to CPF, refund to Reseller, the use thereof (price originally paid by Reseller for such Product, less applicable credits. Reseller shall have the “Indemnified IP”)right, including but not the useobligation, sale, importation, distribution, reproduction or licensing of such Indemnified IP, to participate in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly the defense of any such suit, claim suit or proceeding and give Supplier authority and information and assistance (at SupplierReseller’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, CPF will not be obligated to defend or indemnify Reseller against any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer based on marketing or distribution of other than a current version of the right to continue using such Indemnified IP; Products, if the infringement would have been avoided by use of the current version, (b) replace based upon the same combination, operation or use by Reseller, its parent, subsidiaries, contractors, agents or affiliates of any Product supplied hereunder with, equipment, devices, or software which are (i) not supplied by CPF; and (ii) are not intended by CPF for use with a non-infringing equivalentthe 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 would have been avoided absent such alteration or modification; or (cd) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price based upon CPF’s compliance with designs, specifications, or instruction provided to BuyerCPF by Reseller or its parent, and in all casessubsidiaries, Supplier shall be responsible for all related costs and expensescontractors, agents or affiliates. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this OrderNEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY INDEMNITY EXCEPT AS SET FORTH IN THIS SECTION.

Intellectual Property Indemnification. Supplier Consultant shall indemnify, defend defend, and hold Buyer Denver Water harmless from and Buyer’s customers harmless against any and all Losses based upon, relating to or arising from any and all claims against Buyer Third Party Actions alleging that the Services and/or BuyerDeliverables misappropriate, infringe and/or violate (and/or that Denver Water’s customers alleging intellectual property infringement use of the Services and/or Deliverables in accordance with the terms of this Agreement constitutes a misappropriation, infringement, and/or violation of) any Intellectual Property Right of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of Third Party. If Denver Water’s right to receive and use the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatusServices and/or Deliverables, or any part thereof constituting goods part(s) thereof, is enjoined or services furnished under this Orderinterfered with in any manner or appears likely to be enjoined or inter- fered with, as well as Consultant promptly (but in any device or process necessarily resulting from the use thereof case within thirty (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing 30) days of such Indemnified IP, in foreseeable combinations with products injunction or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expenseinterference) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at BuyerConsultant’s option sole cost and Supplierexpense and in such a manner as to minimize the disturbance to Denver Water’s expensebusiness activities and rights under this Agreement, eitherdo one of the following: (a) procure obtain for Buyer Denver Water the right to continue receiving and using such Indemnified IPServices and/or Deliverables free of claims of infringement, misappropriation and/or violation; (b) replace modify the same with a non-infringing equivalentServices and/or Deliverables so that they no longer infringe, misappropriate and/or violate (provided that such modification does not de- grade the performance or quality of the Services and/or Deliverables or adversely affect Denver Water’s use or intended use of the Services and/or Deliverables as contemplated by this Agreement); or (c) remove re- place the Indemnified IP Services and/or halt such use Deliverables with non-infringing, non-misappropriating, and non-violating Ser- vices and/or Deliverables of equivalent or greater functionality that is acceptable to Denver Water. In the event Consultant is unable, after exercising its best efforts to implement one of the Indemnified IP options set forth in providing goods and/or services under this Order subsections (a), (b), or (c) above, the Consultant shall accept Denver Water’s return of the Deliverables at Consultant’s sole cost and expense and refund Denver Water an amount equal to the purchase price amounts paid by Denver Water to BuyerConsultant for the Deliverables and Services under the applicable Statement of Work, plus all out-of-pocket expenses and costs incurred by Denver Water in all casesconnection with procuring substitute deliverables and services, Supplier shall be responsible for all related to the extent such costs and expensesexpenses exceed the refunded amount. Supplier agrees that it This Section shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct survive the expiration or indirect suppliers providing goods and/or services as part termination of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this OrderAgreement.

Intellectual Property Indemnification. Supplier shall indemnify, defend and hold Buyer and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Order. 17. PEMBERIAN XXXXX RUGI TERKAIT KEKAYAAN INTELEKTUAL. Pemasok wajib mengganti rugi, membela xxx membebaskan Pembeli xxx para pelanggannya dari setiap xxx seluruh klaim terhadap Pembeli xxx/atau para pelanggan Pembeli mengenai dugaan pelanggaran terhadap kekayaan intelektual atas paten, hak cipta, xxxxx xxxxxx, rahasia dagang atau hak kekayaan intelektual lainnya dari pihak ketiga mana pun yang timbul dari penggunaan, penjualan, importasi, distribusi, reproduksi atau pemberian lisensi atas produk, jasa, bagian kecil, aparatus atau bagian mana pun darinya yang merupakan barang-barang atau xxxx-xxxx xxxx diberikan berdasarkan Pesanan ini, berikut alat atau proses yang secara pokok dihasilkan dari penggunaannya (“XXXX Xxxx Diganti Rugi”), termasuk penggunaan, penjualan, importasi, distribusi, reproduksi atau pemberian lisensi atas XXXX Xxxx Diganti Rugi tersebut, dalam kombinasi-kombinasi yang dapat diperkirakan dengan produk-produk atau xxxx-xxxx xxxx tidak disediakan oleh Pemasok. Xxxxxxx wajib segera memberitahukan Pemasok mengenai gugatan, klaim atau proses hukum xxx wajib memberikan Pemasok wewenang xxx informasi xxx bantuan (atas biaya Pemasok) dalam rangka pembelaan atasnya, xxx Pemasok wajib membayar seluruh xxxxx rugi, biaya xxx pengeluaran yang dikeluarkan atau diputuskan dalam rangkanya, termasuk biaya jasa hukum pengacara yang wajar. Terlepas dari ketentuan tersebut di atas, penyelesaian atas gugatan, klaim atau proses hukum akan tunduk pada izin Pembeli, izin mana tidak dapat ditahan secara tidak wajar. Apabila penggunaan atas XXXX Xxxx Diganti Rugi dilarang, maka Pemasok wajib, atas pilihan Pembeli xxx atas biaya Pemasok: (a) mengusahakan agar Pembeli mendapatkan hak untuk terus menggunakan XXXX Xxxx Diganti Rugi tersebut; (b) menggantikannya dengan HAKI xxxxxx xxxx tidak dilanggar; atau (c) meniadakan XXXX Xxxx Diganti Rugi xxx/atau menghentikan penggunaannya dalam menyediakan barang-barang xxx/atau xxxx-xxxx berdasarkan Pesanan ini serta mengembalikan harga pembelian kepada Pembeli dimana, dalam segala, Pemasok akan bertanggung jawab atas seluruh biaya xxx pengeluaran terkait. Xxxxxxx setuju bahwa pihaknya akan mengerahkan upaya-upaya yang wajar secara komersial untuk mendapatkan xxxxx rugi untuk pelanggaran atas kekayaan intelektual dari para pemasok langsung atau tidak langsung darinya yang menyediakan barang-barang xxx/atau xxxx-xxxx sebagai bagian dari xxx xxxx wajib disampaikan berdasarkan Pesanan ini, secara konsisten dengan xxxxx rugi untuk pelanggaran atas kekayaan intelektual yang diberikannya kepada Pembeli dalam Pesanan ini.

Intellectual Property Indemnification. Supplier Seller shall indemnify, defend indemnify Buyer from and hold Buyer and Buyer’s customers harmless against any damages finally settled or awarded by a court of competent jurisdiction resulting from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property direct infringement of any patent, copyright, trademark, trade secret issued patents or other intellectual property rights registered copyrights or trademarks of any a third party arising out of the useby a Product as delivered by Seller, sale, importation, distribution, reproduction or licensing of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, provided Seller is promptly advised in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly writing of any such suit, claim or proceeding and give Supplier authority and information and action, Buyer provides Seller with reasonable assistance (at Supplier’s expense) for the defense of samethereof, and Supplier shall pay Seller has sole control of the defense of any such action and all damages, costs and expenses incurred negotiations for its settlement or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheldcompromise. If at any time, use of any Indemnified IP the Product is enjoinedenjoined or is discontinued because of a settlement, Supplier shallSeller shall have the right, but not the obligation, at Buyer’s its sole option and Supplier’s expense, either: (a) to either procure for Buyer the right to continue using such Indemnified IP; (b) the Product, replace or modify the same with a Product so that it becomes non-infringing equivalentor grant Buyer a credit for the Product as depreciated, and accept its return. Seller shall not have any liability to Buyer if the infringement or other violation of a third party right is based in any way upon (i) the use of a Product in combination with other components, equipment or software not furnished by Seller; (ii) use of a Product in any process; (iii) any Product which has been modified or altered; (iv) the manner in which the Product is used even if Seller has been advised of such use; or (cv) remove Seller's compliance with the Indemnified IP and/or halt Buyer's designs, specifications or instructions. Notwithstanding the foregoing, Seller shall not indemnify or hold Buyer harmless from or against any liabilities, losses, damages or expenses (including attorneys’ fees) relating to any claims whatsoever, including without limitation, claims for personal injuries, death or property damage relating to the Products sold hereunder. The purchase, receipt or possession of a Product from or through Seller carries no license or immunity, express or implied, under any patent of Seller covering the combination of such Product with other products or the use of any such combination, or under any patent or other intellectual property right of any third party relating to the Indemnified IP Product or its combinations with any other products. Buyer shall indemnify Seller from and against any damages finally settled or awarded by a court of competent jurisdiction resulting from any direct infringement of any issued patents or registered copyrights or trademarks of a third party by a Product arising as a result of Seller’s compliance with the Buyer’s designs, specifications or instructions or modification of a Product by Buyer or the use of a Product in providing goods and/or services under this Order and refund combination with other components, equipment or software not furnished by Seller, provided Buyer is promptly advised in writing of any such claim or action, Seller provides Buyer with reasonable assistance for the purchase price to Buyerdefense thereof, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part Buyer has sole control of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Orderdefense of any such action and all negotiations for its settlement or compromise.

Intellectual Property Indemnification. Supplier shall indemnify, defend is responsible for ensuring that the Products and hold Buyer Services and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other their use do not infringe the intellectual property rights of any third party arising out of the useparty. Supplier agrees to defend, saleat its expense, importation, distribution, reproduction any claim or licensing of any product, service, article suit against Sacoma or apparatusSacoma’s customers, or any part thereof constituting goods Sacoma Indemnified Parties based on an assertion or services claim that the Products or Services furnished under this Order, as well as any device by Supplier to Sacoma hereunder or process necessarily resulting from the sale or the use thereof (by Sacoma or its customers in the “manner contemplated by this Contract infringes any patent or copyright or other intellectual property right or is a wrongful use of a third party trade secret or proprietary information, and further agrees to indemnify and hold Sacoma, Sacoma’s customers and end-users, and the Sacoma Indemnified IP”)Parties harmless from any losses, including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IP, in foreseeable combinations with products or services not supplied by Supplier. Buyer shall notify Supplier promptly of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, and Supplier shall pay all damages, costs and expenses incurred or awarded therein, including reasonable attorneys’ fees, settlements associated with said claim, or any damages, including attorneys’ fees or costs, finally awarded in any such claim. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at BuyerSacoma’s option request, assist Sacoma in disputes in which Sacoma could become involved by reason of such infringement and if required by Xxxxxx assume the defense of any dispute. This indemnity does not extend to any infringement or alleged infringement arising solely out of Supplier’s expensecompliance with Sacoma -required specifications, designs, or instructions that (i) are created solely by Sacoma, and (ii) are thereafter furnished to Supplier in writing. In addition to the indemnification obligations outlined herein, in the event Sacoma’s sale or use, or its affiliates’, subsidiaries’ or customers’ sale or use, of any Products or Services is interrupted as a result of a claim for any actual or asserted violation or infringement of any intellectual property rights, or any improper use of confidential information or other proprietary rights that may be attributable to Supplier or any subcontractor in connection with the Services or Products, then, in addition to Supplier’s indemnification obligations under this Section 28, Supplier shall either: (a) procure for Buyer Sacoma, and its affiliates, subsidiaries or customers, as applicable, at no cost to Sacoma and its affiliates, subsidiaries or customers, the right to continue using such Indemnified IPand selling the infringing items as though they were non-infringing; or (b) replace or modify the same infringing items with a substantially equivalent items that are non-infringing equivalent; or (c) remove and extend the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services indemnification obligations under this Order and refund the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this OrderSection 28 thereto.