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 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 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 Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, defend to the extent permitted by the Attorney General; and hold Buyer and Buyerharmless the Purchasing Entity, at the Contractor’s customers harmless expense, from any and action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement or part of any patent, copyright, trademark, trade secret the works or other documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any third party arising out and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or documents as necessary and appropriate to obviate the infringement claim. This remedy of the use, sale, importation, distribution, reproduction or licensing Purchasing Entity will be in addition to and not exclusive 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 other remedies provided 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’ feeslaw. Notwithstanding the foregoing, any settlement Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such suitmodification is made specifically for the Purchasing Entity, claim or proceeding and where the Purchasing Entity has set forth the specific manner in which the modifications shall be subject made, as opposed to Buyer’s consent, where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such consent modification is not to be unreasonably withheld. If use made under the direction of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, either: (aContractor; 3) procure for Buyer Use of the right to continue using such Indemnified IPDeliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; (b4) replace the same with a non-infringing equivalent; or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP Deliverables or the System in providing goods and/or services under this Order and refund combination, operation, or use with other products in a manner other than as contemplated by the purchase price to Buyer, and Contract or otherwise authorized by the Contractor 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 Orderwriting.

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 12.1 Philips shall indemnify, defend defend, and hold Buyer and Buyer’s customers harmless from Customer against any and all claims against Buyer and/or Buyer’s customers alleging claim that Services, including any software, part, or service materials provided under this Agreement (collectively “Service Item(s)”), infringes, misappropriates, or violates any third party intellectual property infringement of any right, whether patent, copyright, trademark, or trade secret or other intellectual property rights of any third party arising out of the usesecret, 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, eitherprovided that Customer: (a) procure for Buyer provides Philips prompt written notice of the right to continue using such Indemnified IP; claim and (b) grants Philips full and complete information and assistance necessary for Philips to defend, settle, or avoid the claim. 12.2 If a Service Item is found or believed by Philips to infringe a valid patent or copyright; Customer has been enjoined from using a repaired product or Service Item pursuant to an injunction issued by a court of competent jurisdiction, Philips may, at its option: (i) procure the right for Customer to use the Service Item(s); (ii) replace or modify the same with a non-infringing equivalentService Item(s) to avoid infringement; or (ciii) remove refund to Customer a portion of the Indemnified IP and/or halt service fees upon the return of the Service Item(s) that are subject of such claims of infringement. Philips shall have no obligation for any claim of infringement arising from: Philips’ compliance with Customer’s designs, specifications, or instructions; Philips’ use of technical information or technology supplied by Customer; modifications to the Service Item(s), which are not permissible hereunder; use of the Indemnified IP in providing goods and/or services covered Philips product (based on Service Item(s) delivered under this Order and refund Agreement) other than in accordance with the purchase price to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall product specifications or applicable written instructions; 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 covered Philips product, including with Service Item(s), with any other product not sold by Philips to Customer and the Philips product (including Service Items) in and of itself is not infringing; if claims of infringement would have been avoided by the use of a current unaltered release of covered Philips products, provided that, Philips makes such unaltered release available to Customer at no additional charge for use of the Philips Product (including with Service Items) after Philips has advised Customer, in writing, to stop use of the Philips Product in view of the claimed infringement (provided that this Order consistent with shall not be a replacement for the intellectual property infringement indemnity it provides to Buyer remedies set forth in 12.2 (i)-(iii) above). The terms in this Ordersection 12.2 state Philips’ entire obligation and liability for claims of infringement and Customer’s sole remedy in the event of a claim of infringement.

Intellectual Property Indemnification. Supplier 18.1 IBM 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 patentpatents or copyrights of a third party in any country in which IBM sells similar products that expose IBM to similar liabilities as the Product, copyright, trademark, trade secret or other intellectual property rights arising as a result of any third party arising out of the useIBM's manufacturing process, saleequipment or testing, importationthat is not specifically required by Buyer's designs, distribution, reproduction specifications 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”)instructions. IBM shall defend at its own expense, 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’ attorney's fees. Notwithstanding the foregoing, any settlement of suit brought against Buyer alleging such suitinfringement. In the event that Buyer becomes enjoined from using Product in its inventory due to such infringement, 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, IBM at Buyer’s its option and Supplier’s expense, either: (a) procure will secure for Buyer the right to continue using such Indemnified IP; (b) to use and market the Product, or modify or replace the same Product with a non-infringing equivalent; product. If IBM determines that neither of the foregoing alternatives is reasonably available, Buyer may return the affected Product in Buyer's inventory to IBM for a credit equal to the price paid for the units of Product affected. IBM shall have no obligation regarding any claim based upon modification of the Product by Buyer or (c) remove the Indemnified IP and/or halt such its customers, use of the Indemnified IP Product in providing goods and/or services other than its intended operating environment or the combination, operation or use of the Product with non-IBM products or equipment. 18.2 Buyer shall indemnify IBM from and against any damages finally settled or awarded by a court of competent jurisdiction resulting from any infringement of any patents or copyrights of a third party in any country where Buyer uses or distributes the Product, arising as a result of IBM's compliance with any of Buyer's design, specifications, instructions or modifications of the Product by Buyer and shall defend at its own expense, including attorney's fees, any suit brought against IBM alleging any such infringement. 18.3 The rights provided in Sections 18.1 and 18.2 are contingent upon the parties seeking to enforce indemnification by giving prompt written notice to the indemnifying party regarding any claim, demand or action for which the indemnified party seeks indemnification. The indemnified party is required to fully cooperate with the indemnifying party at the indemnifying party's expense and shall allow the indemnifying party to control the defense or settlement of any such claim, demand or action, including obtaining the written consent of the indemnifying party prior to any settlement proposal or settlement. IBM shall have the right to waive Buyer's obligations under this Order Section 18.2 and refund provide for its own defense, at IBM's sole discretion and expense. 18.4 The purchase, receipt or possession of the purchase price to BuyerProduct from or through IBM carries no license or immunity, and in all casesexpress or implied, Supplier shall be responsible for all related costs and expenses. Supplier agrees that it shall under any patent of IBM covering the combination of the Product with other products or the use commercially reasonable efforts to obtain an of any such combination, or under any patent or other intellectual property infringement indemnity from right of any third party relating to the Product or its direct or indirect suppliers providing goods and/or services combinations with any other products. 18.5 Except as part expressly stated in this Agreement, this Section 18.0 states the entire liability of the deliverables under this Order consistent parties and their exclusive remedies with the respect to infringement and all other warranties against infringement of any intellectual property infringement indemnity it provides to Buyer in this Orderrights, statutory, express or implied are hereby disclaimed.

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 indemnifyCompany represents, defend warrants and hold Buyer covenants that all deliverables and Buyer’s customers harmless from any services provided to Selling Firm, and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patentthat is proprietary to Company or a third party, copyrightis licensed or made available to Selling Firm and is necessary to enable Selling Firm to use such deliverables or services, trademark, trade secret does not and will not infringe or other intellectual property rights of misappropriate any third party arising out intellectual property rights. Company will indemnify, defend, and hold Selling Firm harmless if any such representations are false, or warranties or covenants are breached. If Selling Firm’s use of Company’s services or deliverables under this Agreement is, or is reasonably likely to be, enjoined due to such infringement, then Company will make all reasonable efforts to correct or replace the infringing part of the useservices or deliverables with substantially similar functionality so as to avoid the infringement. Company and Selling Firm shall each comply with Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, saleas amended (“USA Patriot Act”), importationand the rules promulgated thereunder, distributionand all related federal and state rules and regulations, reproduction or licensing including compliance with all Applicable Laws and regulations aimed at preventing, detecting, and reporting money laundering and suspicious transactions, including applicable provisions of any product, service, article or apparatus, or any part thereof constituting goods or services furnished under this Orderthe Bank Secrecy Act and the USA Patriot Act, as well as any device or process necessarily resulting from regulations administered by the use thereof U. S. Department of the Treasury’s Office of Foreign Asset Control (“OFAC”) and the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (“Indemnified IPFinCEN”), as further described below (together, “Applicable AML Laws”). Company and Selling Firm shall each maintain an anti-money laundering (“AML”) program (“AML Program”) in compliance with Applicable AML Laws that at a minimum, must include the following elements: (1) policies, procedures, and controls that are tailored to the party’s business, including the usedistribution of Contracts; (2) designation of a compliance officer to administer and oversee the AML Program; (3) employee and agent training, in compliance with Applicable AML Laws; (4) an independent audit function to test the effectiveness of the AML Program; (5) a Customer Identification Program adopted pursuant to Section 326 of the USA Patriot Act; (6) provisions for the filing of all necessary AML reports, including currency transaction reports and suspicious activity reports; (7) provisions for screening of all new and existing customers against the OFAC list and any other government list that is or becomes required under the Bank Secrecy Act; and (8) provisions to allow appropriate examiners and regulators to examine information, books, and records maintained by each party in connection with its AML Program. The parties acknowledge that Company has established an AML Program. As permitted by Applicable AML Laws, the parties acknowledge that Company will rely on Selling Firm to, and Selling Firm agrees to (1) verify and identify each customer’s identity and the source(s) of funds to be used to purchase Contracts and (2) provide appropriate AML training to the Licensed Personnel involved in the solicitation, sale, importationand/or servicing of Contracts. Selling Firm agrees to provide to Company, distributionupon request, 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 written verification of the Indemnified IP in providing goods and/or services AML training. Company and the Selling Firm further acknowledge that upon issuance of a Contract to an applicant brought to Company by the Selling Firm, the party to whom the Contract is issued becomes Company’s customer, from which point Company has AML duties 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 OrderApplicable AML Laws.

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 Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, defend to the extent permitted by the Attorney General; and hold Buyer and Buyerharmless the Indemnified Party, at the Contractor’s customers harmless expense, from any and action or claim brought against the Indemnified Party to the extent that it is based on a claim that all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement or part of any patent, copyright, trademark, trade secret the works or other documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any third party arising out and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the Indemnified Party’s opinion is likely to arise, the Contractor must, at the Indemnified Party’s discretion, either procure for the Indemnified Party the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or documents as necessary and appropriate to obviate the infringement claim. This remedy of the use, sale, importation, distribution, reproduction or licensing Indemnified Party will be in addition to and not exclusive 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 other remedies provided 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’ feeslaw. Notwithstanding the foregoing, any settlement Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such suitmodification is made specifically for the Indemnified Party, claim or proceeding and where the Indemnified Party has set forth the specific manner in which the modifications shall be subject made, as opposed 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 where the Indemnified IP and/or halt Party has requested modifications and given Contractor discretion over how to implement said modifications; 2) Indemnified Party modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Indemnified IP Deliverables or the System in providing goods and/or services under this Order and refund combination, operation, or use with other products in a manner other than as contemplated by the purchase price to Buyer, and Contract or otherwise authorized by the Contractor 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 Orderwriting.

Intellectual Property Indemnification. A. Subject to Section D, 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 costs, expenses (including attorneys’ fees), losses, damages, or liabilities incurred because of actual or alleged infringement of any patent, copyright, trade secret, trademark, trade secret maskwork, or other intellectual property rights of any third party right to the extent arising out of any of the usefollowing: i) the Items or their use or sale by Buyer or Buyer’s subcontractors, saledistributors, importation, distribution, reproduction or licensing agents; or ii) the performance of any productServices provided by Supplier, service, article or apparatusits agents, or any part thereof constituting goods or services furnished subcontractors 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. agreement. B. Buyer shall notify Supplier promptly of such claim or demand and shall permit Supplier to assume sole control of the defense or settlement thereof. If an injunction issues as a result of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, action and Supplier shall pay all damageshas not already performed (i), costs and expenses incurred (ii), (iii) 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(iv) below, Supplier shall, agrees at its expense and Buyer’s option and Supplier’s expenseto either: (i) if reasonably available, either: (a) procure for Buyer and Buyer’s customers the right to continue using such Indemnified IP; and selling Items; (bii) replace the same them with a non-infringing equivalentItems; or (iii) modify them so they become non-infringing; or; (iv) if (i), (ii) or (ciii) remove are not reasonably available, credit to Buyer the Indemnified IP and/or halt such use amount paid for any Items to the extent representing actual costs, expenses (including attorneys’ fees), losses, damages, or liabilities subject to indemnification under Section A above. Any unused credit remaining after two (2) quarters shall be refunded to Buyer. C. Regardless of which of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyerforegoing remedies is implemented, and without limiting any other remedies available to Buyer at law or in all casesequity, if Buyer incurs out-of-pocket rework expenses and incremental costs to procure alternative products for the Items (as long as such products are commercially available), Supplier shall be responsible for all related reimburse Buyer such expenses and costs and expenses. Supplier agrees that it shall use commercially reasonable efforts incurred by Buyer as required to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services fill any orders placed by Buyer as part of the deliverables under effective date of the injunction. D. Buyer’s right to indemnification shall not apply to the extent that: (i) Custom Items are manufactured to Buyer’s detailed specifications, including, but not limited to the detailed specifications of ***, pursuant to a collaboration or other form of co-development agreement between the parties and such infringement would not have occurred but for complying with such detailed specifications, or (ii) Items are used in combination with other equipment, software or other products not manufactured, supplied, required or recommended in writing by Seller and such infringement would not have occurred but for such combination. *** Indicates text has been omitted from this Order consistent Exhibit pursuant to a confidential treatment request and has been filed separately with the intellectual property infringement indemnity it provides to Buyer in this OrderSecurities and Exchange Commission. E. THE FOREGOING STATES THE ENTIRE SET OF OBLIGATIONS AND REMEDIES FLOWING BETWEEN BUYER AND SUPPLIER ARISING FROM ANY INTELLECTUAL PROPERTY CLAIM BY A THIRD PARTY.

Intellectual Property Indemnification. Supplier (a) Altera shall indemnifydefend any suit, proceeding, or claim of infringement asserted against Distributor in the Territory insofar as such suit, proceeding, or claim of infringement alleges that any Product manufactured and supplied by Altera to Distributor infringes any duly issued patent, registered trademark, or copyright and Altera shall pay all damages and costs finally awarded therein against Distributor, provided that Altera promptly is informed and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given authority, information, and assistance (at Altera's expense) necessary to defend or settle said suit or proceeding. Altera shall have the absolute right to control the defense and hold Buyer and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement settlement of any patent, copyright, trademark, trade secret infringement suit or other intellectual property rights of any third party arising proceeding for which Distributor seeks indemnification under this paragraph. Altera shall not be obligated to defend or be liable for costs and damages if the infringement arises out of (1) Products that are manufactured by Altera in accordance with Distributor's specifications, or (2) the use, sale, importation, distribution, reproduction Products being combined with or licensing of any added to another product, serviceor (3) the Products being modified after delivery to Distributor by Altera (including any programming done by Distributor or Distributor's customer), article or apparatus(4) from use of the Products, or any part thereof constituting goods or services furnished under this Orderthereof, as well as in the practice of a process. Altera's obligations hereunder shall not apply to any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing infringement occurring after Distributor has received notice of such Indemnified IP, in foreseeable combinations with products suit or services not proceeding alleging the infringement unless Altera has given written permission for such use by Distributor. (b) If any Product manufactured and supplied by Supplier. Buyer Altera to Distributor shall notify Supplier promptly of be held by any such suitcourt in the Territory to infringe any patent, claim registered trademark, or proceeding copyright and give Supplier authority and information and assistance (at Supplier’s expense) for Distributor shall be enjoined from using 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, Altera will at Buyer’s its option and Supplier’s expense, either: at its expense (a1) procure for Buyer Distributor the right to continue using use such Indemnified IP; Product free of any liability for infringement or (b2) replace the same such Product with a non-infringing equivalent; substitute Product or (c3) 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 of such Product. (c) If the infringement by Distributor is alleged prior 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 Altera's completion of delivery of the deliverables under Products, Altera may decline to make further shipments without being in breach of this Order consistent Agreement. (d) If any suit, proceeding, or claim of infringement is asserted against Altera in the Territory based on a claim that the goods manufactured by Altera in compliance with Distributor's specifications and supplied to Distributor directly infringe any duly issued patent, registered trademark, or copyright, then Distributor shall indemnify Altera to the intellectual property infringement indemnity it provides same extent as specified in subparagraph 11.7(a) of this Agreement. However, Distributor shall not be obligated to Buyer in this Orderindemnify Altera for specifications developed solely by Distributor's end customers. (e) THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES HERETO FOR PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.

Intellectual Property Indemnification. Supplier (a) Notwithstanding the limitations set forth in Clause 9, Triple G shall indemnify, defend and hold Buyer Customer harmless against any damages, settlements, costs and Buyer’s customers harmless expenses (including reasonable attorneys' fees) arising from any and all claims against Buyer and/or Buyer’s customers third party legal action alleging intellectual property infringement of that the Triple G Software infringes any valid United States patent, copyright, trademark, trademark or trade secret existing or other intellectual property rights of any third party arising out issued at the Commencement Date. Customer shall promptly notify Triple G 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 filing of any such suit, claim or proceeding and give Supplier authority and information and assistance action within five (at Supplier’s expense5) for business days after Customer becomes aware of such action. Triple G shall have sole control of the defense of sameany such action and all negotiations for its settlement or compromise. Customer shall reasonably cooperate with Triple G in the defense of such action, and Supplier shall pay all damagesmay be represented, costs and expenses incurred at Customer's expense, by counsel of Customer's selection. (b) In the event that a final injunction is obtained against Customer's use of the Triple G Software by reason of infringement of a valid United States patent, copyright or awarded thereintrademark existing or issued as of the Commencement Date, including reasonable attorneys’ fees. Notwithstanding or if in Triple G's opinion the foregoing, any settlement Triple G Software is likely to become the subject of a successful claim of such suitinfringement, 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 Triple G shall, at Buyer’s its option and Supplier’s expense, either: (ai) procure for Buyer customer the right to continue using such Indemnified IP; Triple G Software as provided in this Agreement, (bii) replace the same with a or modify such Triple G Software so that it becomes non-infringing equivalent; (so long as its functionality is essentially unchanged), or (iii) if the preceding Clauses (i) and (ii) are not reasonably practicable, terminate this Agreement and the rights granted hereunder and refund to Customer the License Fees paid by Customer hereunder, provided that the amount of the License Fees to be refunded shall be depreciated on a straight-line basis for the five (5) year period beginning at the Conclusion of Testing to reflect Customer's beneficial use of the Software during such period. (c) remove The provisions of Section 7.4(a) notwithstanding, Triple G shall not have any liability to Customer under this Clause 7 to the Indemnified IP and/or halt such extent that any claim is based upon (i) use of the Indemnified IP Triple G Software in providing goods and/or services under this Order and refund conjunction with any data, equipment or software not provided by Triple G, where the purchase price to Buyer, and in all cases, Supplier shall Triple G Software would not itself 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 infringing or indirect suppliers providing goods and/or services as part otherwise the subject of the deliverables under this Order consistent claim, (ii) use of the Software improperly or in a manner not described in its documentation, (iii) any modification to the Software made by Customer, Additional Licensees, Approved Contractors or any other person or entity other than Triple G, (iv) Triple G's compliance with the intellectual property specific instructions of Customer, an Additional Licensee or an Approved Contractor, or (v) any claim relating to infringement indemnity it provides by the Third Party Software. Customer shall indemnify, defend and hold Triple G harmless from and against any claims described in Clauses (i) to Buyer in (iv) of this OrderClause 7.4(c).

Intellectual Property Indemnification. Supplier A. If Buyer receives a claim that any Goods, or part thereof, manufactured by the Seller allegedly infringes a U.S. patent, Buyer shall indemnifynotify Seller promptly in writing and give Seller information, assistance, and exclusive authority to evaluate, defend and hold Buyer settle such claim. Seller shall then at its own expense 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 apparatusoption (1) settle such claim, 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: (a2) procure for Buyer the right to continue using use such Indemnified IP; Goods, or (b3) replace or modify the same with a non-infringing equivalent; Goods to avoid infringement, or (c4) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order Goods and refund the purchase price to (including transportation costs) less a reasonable amount of depreciation, or (5) defend against such claim. Provided such timely notice has been given by Buyer, and in all casesshould any court of competent jurisdiction hold such Goods to constitute infringement, Supplier Seller shall be responsible for all related pay any costs and expenses. Supplier agrees that it damages finally awarded on account of such infringement, and if the use of such Goods is enjoined, Seller shall use commercially reasonable efforts to obtain an intellectual property infringement indemnity from take at its direct option one or indirect suppliers providing goods and/or services as part more of the deliverables actions under this Order consistent with (2), (3), or (4) above. With respect to any Goods not manufactured by Seller, the intellectual property patent indemnity given by the manufacturer of such Goods shall apply. B. The obligations of Seller set forth in Article VIII(A) do not apply to (1) Goods manufactured by the Seller based on Buyer’s detailed specifications or designs directing the manner of performance or (2) Goods infringing as a result of the Buyer’s alteration, or misuse thereof. Buyer shall defend, indemnify and hold Seller harmless against any third-party claims for infringement indemnity it provides to Buyer in this Orderwhich arise out of Seller’s use of specifications or designs furnished by Buyer. C. THIS ARTICLE STATES SELLER’S TOTAL LIABILITY AND BUYER’S SOLE REMEDY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT BY THE GOODS MANUFACTURED AND PROVIDED BY SELLER HEREUNDER.

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 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 indemnifya) The parties hereby warrant to each other that any information, defend and hold Buyer and Buyer’s customers harmless from any and all claims against Buyer materials, Equipment, designs, specifications or instructions (collectively "Information") or the use thereof, provided to the other party by the party and/or Buyer’s customers alleging intellectual property infringement of its affiliates does not infringe any patent, utility model, industrial design, copyright, trademark, trade secret or other trademark in any country where Digital provides Deliverables and Services. Digital further warrants to Customer that any Deliverable or Service or the use thereof provided to Customer does not infringe any intellectual property rights right of any third party arising out of party; including without limitation any patent, utility model, industrial design, copyright, trade secret or trademark in any country where Digital provides Deliverables and Services. b) Customer warrants that it has the use, sale, importation, distribution, reproduction right (through a license or licensing of otherwise) to allow Digital to use Customer Provided Software on Customer's behalf an/or to permit Digital to perform the Services hereunder. Digital warrants that it has the right (through license or otherwise) to distribute to Customer and Customer's affiliates and subsidiaries licenses for Digital Provided Software. c) The Indemnitor will defend or settle any product, service, article claim against the Indemnitee and/or its affiliated companies that the Information or apparatus, the Deliverables or any part thereof constituting goods Services or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof (the “Indemnified IP”)infringe a third party's intellectual property right, including without limitation a patent, utility model, industrial design, copyright, trade secret or trademark in any country in which Digital provides Deliverables and Service, except that Digital will have no responsibility hereunder for claims for infringement based upon: (i) Customer provided Equipment which may be incorporated into the useDeliverables or Services, saleor (ii) any Deliverable or Service provided by Digital where the claimed infringement results from adherence to any Information including specifications and standards supplied by Customer, importationor (iii) any Third Party Software which is provided as Deliverable hereunder; and Customer shall have no responsibility for claims for infringement based upon Customer Provided Software, distributionprovided that Indemnitee: 1) promptly notifies Indemnitor in writing of the claim; and 2) cooperates with Indemnitor in, reproduction or licensing and grants Indemnitor sole authority to control the defense and any related settlement. d) The Indemnitor will pay the cost of such Indemnified IPdefense and settlement and any costs, in foreseeable combinations with products attorney's fees and damages awarded by a court of competent jurisdiction against the Indemnitee. e) If a claim is made that any Deliverable or services not supplied Service provided by Supplier. Buyer shall notify Supplier promptly of any such suitDigital hereunder is infringing, claim or proceeding and give Supplier authority and information and assistance Digital may, at its option, (i) procure the right (at Supplier’s Digital's sole expense) for Customer or its affiliate or subsidiary to continue using the defense of Deliverable or Service; (ii) modify the Deliverable or Service; or (iii) replace the 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 the use of any Indemnified IP the Deliverable or Service is enjoined by a court and Digital determines that one of these alternatives is not reasonably available, Digital will take back the Deliverable and refund its depreciated value as defined by the original invoice based on three year straight line depreciation; provided, however, that if use of a Service is enjoined, Supplier shallDigital will modify the Service and provide substitute Services acceptable to Customer that do not infringe, or refund Customer for payments made for Services which are subject to any injunction. f) If a claim is made that any Deliverable or Service provided by Digital hereunder is infringing as a result of the use of, or adherence to, any Information provided by Customer, Customer may, at Buyer’s option and Supplier’s expense, either: its option, (ai) procure that right (at Customer's sole expense) for Buyer the right Digital to continue using such Indemnified IP; providing the Deliverable or Service, (bii) request Digital to modify the Deliverable or Service, or (iii) request Digital to replace the same with a non-infringing equivalent; same. In the event of (ii) 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 Buyeriii), and in all cases, Supplier Digital's modification or replacement shall be responsible treated as a Change Request in accordance with Section 22 - CHANGE MANAGEMENT PROCESS. g) These terms state the entire liability of either party for all related costs claims of infringement by the Information supplied by either party and expensesof Digital for Deliverables or Services supplied by Digital. 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 OrderEACH PARTY DISCLAIMS ALL OTHER LIABILITY FOR VIOLATION, MISAPPROPRIATION OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND FURTHER DISCLAIMS ANY LIABILITY TO THE OTHER PARTY FOR INCIDENTAL AND CONSEQUENTIAL DAMAGES.

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. 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 expensesaccepted by Supplier as of the 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 extent the Item is combined with other items or transformed by Buyer or a third party and such infringement 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 agrees that it shall use commercially reasonable efforts to obtain an in writing. B. [***] C. The foregoing states the entire set of obligations and remedies flowing between Buyer and Supplier arising from any 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 by a third party.

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, (a) Symantec will defend and indemnify and hold Buyer and Buyer’s customers Customer harmless from any claim asserting that the Services infringe any intellectual property right of a third party, and will pay any and all claims against Buyer and/or Buyerdamages awarded by a court and actually paid by Customer, or agreed to in settlement by Symantec and attributable to such claim. Symantec’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other intellectual property rights of any third party arising out obligations under this provision are subject to Customer’s doing the following: notifying Symantec of the useclaim in writing, sale, importation, distribution, reproduction or licensing as soon as Customer learns of any product, service, article or apparatus, or any part thereof constituting goods or services furnished it; providing Symantec all reasonable assistance and information to enable Symantec to perform its duties 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 Section; allowing Symantec 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 related settlement negotiations; and expenses incurred not having compromised or awarded therein, including reasonable attorneys’ feessettled such claim. Notwithstanding the foregoing, Customer may participate at Customer’s expense in the defense of any such claim with its own counsel, provided Symantec retains sole control of the suit. Customer has the right to approve any settlement of such suit, claim that affirmatively places on Customer an obligation that has a material adverse effect on Customer other than the obligations to cease using the affected Services or proceeding shall be subject to Buyer’s consent, such consent pay sums indemnified hereunder. Such approval will not to be unreasonably withheld. . (b) If use of any Indemnified IP is enjoinedthe Services are found to infringe, Supplier shallor if Symantec determines in its sole opinion that the Services arelikely to be found to infringe, at Buyer’s option and Supplier’s expense, either: then Symantec will either (ai) procure obtain for Buyer Customer the right to continue using such Indemnified IPto use the Services; or (bii) modify the Services so as to make it non-infringing, or replace the same it with a non-infringing equivalentequivalent substantially comparable in functionality, in which case Customer will stop using any infringing version of the Services; or, if Symantec determines in its sole opinion that (i) and/or (ii) are not commercially reasonable, (iii) terminate Customer’s rights and Symantec’s obligations under the Agreement with respect to such Services, and refund to Customer the fees paid for the relevant Services. (c) Notwithstanding the above, Symantec will have no liability for any infringement claim to the extent that it is based upon: (i) modification of the Services other than by Symantec; (ii) combination, use, or operation of the Services with products not specifically authorized by Symantec to be combined with the Services; (iii) use of the Services other than in accordance with the Agreement; or (civ) remove the Indemnified IP and/or halt such Customer’s continued use of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price infringing Services after Symantec, 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 Services. 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 7 STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SYMANTEC’S SOLE AND EXCLUSIVE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

Intellectual Property Indemnification. Supplier shall indemnify11.1 Within the limitations set out in Section 11.2, each party (“Indemnitor”) will defend and hold Buyer and Buyer’s customers harmless from or settle any and all claims suit or proceeding brought against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or the 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 “Indemnitee”) based upon a claim that Indemnitee’s use or distribution of any of technology, materials or deliverables supplied by the Indemnitor under this Agreement ("Indemnified IP”Technology") as authorized hereunder and in the form provided hereunder infringes or misappropriates the Intellectual Property Rights of a third party, and the Indemnitor will pay the damages and costs finally awarded against Indemnitee up to the limits set forth in Section 11.2, so long as: (i) Indemnitor is notified promptly in writing of such claim (provided that the failure to give such notice shall only relieve Indemnitor of its indemnity obligations hereunder if and to the extent that such failure materially prejudices Indemnitor), including (ii) Indemnitor is granted the useright to control the defense and settlement of the claim, saleand (iii) Indemnitee cooperates reasonably, importationand gives all necessary authority, 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 to Indemnitor (at SupplierIndemnitor’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, an Indemnitor is not obligated to indemnify any settlement claim to the extent such claim arises out 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 a combination of the Indemnified Technology with devices or programs not supplied by the Indemnitor, provided that the Indemnified Technology would not infringe or misappropriate but for Buyer the right to continue using such Indemnified IPcombination; or (b) replace the same with a non-infringing equivalent; modification, alteration or (c) remove the Indemnified IP and/or halt such use amendment of the Indemnitor's 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 expensesTechnology by a party other than Indemnitor. Supplier agrees that it The Indemnitee shall use commercially reasonable efforts to obtain modify and replace any technology, materials or deliverables that are alleged to be infringing. 11.2 Indemnitor shall not be responsible for any costs, expenses or compromise incurred or made by Indemnitee without Indemnitor's prior written consent. If a suit or other proceeding has been filed, or it reasonably appears that one will be filed or that an intellectual property infringement indemnity from injunction shall issue, Indemnitor shall promptly give written notice thereof to Indemnitee. Indemnitor may, in its direct sole discretion and at its own expense, procure for Indemnitee the right to continue using the Indemnified Technology, replace the Indemnified Technology with non-infringing technology, materials or indirect suppliers providing goods and/or services as part deliverables of equivalent performance or modify such technology, materials or deliverables so that they become non-infringing but remain equivalent in performance. The foregoing states the entire obligation and exclusive remedy of each of the parties hereto with respect to any alleged infringement of the Intellectual Property Rights of any third party by any technology, deliverables under this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Orderor materials furnished hereunder.

Intellectual Property Indemnification. Supplier shall indemnifya. Seller will defend any suit against the Buyer based on a claim that the Work as delivered by Seller directly infringes a valid United States patent or copyright, defend and hold indemnify for any final judgment assessed against Buyer and Buyer’s customers harmless resulting from the suit provided that Buyer notifies Seller at the time it is notified of the third-party claim, promptly provides any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patentmaterials related to the claim it receives to Seller, copyrightand agrees to give sole and complete authority, trademarkinformation, 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 SupplierSeller’s expense) for the defense and disposition of same, and Supplier shall pay all damages, costs and expenses incurred the claim using counsel of Xxxxxx’s choice. Seller will not be responsible for any compromise or awarded therein, including reasonable attorneys’ fees. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyermade without Seller’s consent, such consent not . b. Seller will have no obligation or liability to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shall, at Buyer’s option and Supplier’s expense, eitherthe extent the claim arises as a result of: (a) Buyer's designs, drawings, or specifications; (b) Work used other than for their ordinary purpose; (c) combining any Work furnished under this Agreement with any article not furnished by Seller; (d) use of other than the latest version of the Work if the Work is software or, if not, of software provided with the Work released by Seller; or (e) any alteration, customization, or other modification of the Work other than by Seller or requested by Xxxxx. c. Further, Xxxxx agrees to indemnify and defend Seller to the same extent and subject to the same restrictions as set forth above in Seller's obligations to Buyer for any suit against Seller based upon a claim of infringement resulting from (a), (b), (c), (d) or (e) of the preceding paragraph. d. Because Seller has exclusive control of resolving claims under this provision, in no event will Seller be liable for any defense fees or costs incurred by Buyer. Buyer shall not incur any expenses on Seller’s behalf without its prior, written consent, and Seller shall not be liable for any damages, fees, or costs incurred by Buyer for any settlement without Seller’s prior, written consent thereto. e. If a claim of infringement is made or if Seller believes that such a claim is likely, Seller may, at its option, and at its expense, procure for Buyer the right to continue using such Indemnified IP; (b) the Work, replace or modify the same with a non-infringing equivalent; Work so that it becomes non- infringing, or (c) remove the Indemnified IP and/or halt such use accept return of the Indemnified IP in providing goods and/or services under this Order Work or terminate Buyer’s license to use the Work and refund grant Buyer a credit for the purchase price to Buyeror license fee paid for the Work, less a reasonable depreciation for use, damage, and obsolescence. Further, Seller may cease shipping Work it believes may be subject to a claim of infringement without being in all cases, Supplier shall be responsible for all related costs and expensesbreach of this Agreement. 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 Any liability of the deliverables Seller under this Order consistent with provision is subject to the intellectual property infringement indemnity it provides to Buyer in “Limitations of Liability” provision of this OrderAgreement. f. THIS PROVISION STATES THE PARTIES’ ENTIRE LIABILITY, SOLE RECOURSE AND THEIR EXCLUSIVE REMEDIES WITH RESPECT TO CLAIMS OF INFRINGEMENT. ALL OTHER WARRANTIES AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, STATUTORY, EXPRESS, IMPLIED, OR OTHER, ARE HEREBY DISCLAIMED.

Intellectual Property Indemnification. Supplier 16.1 [*] shall indemnifyprovide Digimarc with prompt written notice of any claim, defend demand or action against [*] based on an allegation that the CDS, the Digimarc Technology or the Project Technology or any Improvements thereto or any part thereof, infringes any Intellectual Property Right of any Person (referred to below as a "Claim"). [*] shall use its reasonable efforts to conduct the defence of any Claim in a timely and hold Buyer cost effective manner. Digimarc shall, at Digimarc's expense, comply with all reasonable requests for assistance from [*] in connection with the defence of the Claim. 16.2 Notwithstanding any other provision of this Agreement to the contrary, Digimarc shall indemnify [*] against and Buyer’s customers save [*] harmless from any all loss, costs, liabilities including, for greater certainty an award of damages, and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement expenses, including, for greater certainty, reasonable legal fees, arising from each Claim. The obligation set out in this clause 16 shall not apply in respect of any patentsettlement made by [*] without the consent of Digimarc. 16.3 If the CDS, copyright, trademark, trade secret the Digimarc Technology 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 apparatusProject Technology, or any Improvement thereto or part thereof constituting goods is held to infringe, or services furnished under this Orderif Digimarc believes that it is likely to be held to infringe, as well as any device or process necessarily resulting from of the use thereof (the “Indemnified IP”)Intellectual Property Rights described in clause 16.1, including the use, sale, importation, distribution, reproduction or licensing of such Indemnified IPDigimarc shall, 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 addition to Buyer’s consent, such consent not to be unreasonably withheld. If use of any Indemnified IP is enjoined, Supplier shallits other obligations set out above, at Buyer’s option and Supplier’s expense, its own expense either: : (a) procure for Buyer [*] the right to continue using such Indemnified IPthe allegedly infringing materials; or [*] Omitted pursuant to a confidential treatment request. The material has been filed separately with the Securities and Exchange Commission. (b) replace or modify the same with a non-materials to the reasonable satisfaction of [*] so that they are no longer infringing but remain functionally equivalent; Failing either of which result [*] may, at its option, terminate this Agreement without prejudice to [*]' other rights and remedies available in law, at equity or otherwise. 16.4 Digimarc shall provide [*] with prompt written notice of any claim, demand or action against Digimarc based on an allegation that the [*] Technology or any part thereof, infringes any Intellectual Property Right of any person (c) remove referred to below as a "[*] Technology Claim"). Digimarc shall, at [*] expense, comply with all reasonable requests for assistance from [*] in connection with the Indemnified IP and/or halt such use settlement or defence of any [*] Technology Claim. 16.5 Notwithstanding any other provision of this Agreement to the contrary, [*] shall indemnify Digimarc against and save Digimarc harmless from all loss, costs, liabilities including, for greater certainty an award of damages, and expenses, including, for greater certainty, reasonable legal fees, arising from each [*] Technology Claim. The obligation set out in this clause 16.5 shall not apply in respect of any settlement made by Digimarc without the consent of [*]. 16.6 If the [*] Technology or any part thereof is held to infringe, or if [*] believes that it is likely to be held to infringe, any of the Indemnified IP Intellectual Property Rights described in providing goods and/or services under this Order and refund clause 16.4, [*] may, in addition to its other obligations set out above, at its own expense either: (a) procure for Digimarc the purchase price right to Buyer, and in all cases, Supplier shall be responsible for all related costs and expenses. Supplier agrees continue using the allegedly infringing materials; or (b) replace or modify the materials to the reasonable satisfaction of Digimarc 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 are no longer infringing but remain functionally equivalent.

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) replace the same with a non-infringing equivalent; said article 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 Buyerapparatus, and in all casespart, 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.process or

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. A. Supplier shall indemnify, defend indemnify and hold Buyer MEMC and Buyer’s its customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property costs, expenses (including reasonable attorneys' fees), losses, damages, or liabilities incurred because of actual or alleged infringement of any patent, copyright, trade secret, trademark, trade secret maskwork, or other intellectual property rights of any third party right arising out of the use, sale, importation, distribution, reproduction use or licensing sale by MEMC or MEMC's customers of any product, service, article Items or apparatus, MEMC's products manufactured using the Item(s) or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from containing the use thereof (the “Indemnified IP”Item(s), including the useirrespective of whether MEMC furnishes any specifications to Supplier, sale, importation, distribution, reproduction or licensing of such Indemnified IP, except as otherwise provided in foreseeable combinations with products or services not supplied by Supplierthis paragraph. Buyer MEMC shall notify Supplier promptly of such claim or demand and shall permit Supplier to participate in the defense or settlement thereof. If an injunction issues as a result of any such suit, claim or proceeding action, Supplier agrees at its expense and give MEMC's option to either:(i) procure for MEMC and MEMC's customers the right to continue using Items; (ii) replace them with non-infringing Items; (iii) modify them so they become non-infringing; or (iv) refund to MEMC the amount paid for any Items returned to Supplier authority and information and assistance (at Supplier’s expense) for or destroyed, Regardless of which of the defense of sameforegoing remedies is effected, and Supplier shall pay all damagesto MEMC rework expenses and incremental costs incurred by MEMC to procure alternative products required to fill orders placed by MEMC and accepted by Supplier as of the effective date of the injunction. This indemnification shall not apply to the extent custom Items are manufactured to MEMCs detailed design, unless otherwise provided in an agreement between the parties. B. MEMC shall defend, indemnify, and hold Supplier harmless from any costs or expenses arising from a rightful claim of infringement by a third party, where MEMC furnishes and expenses incurred or awarded thereinrequires Supplier to use detailed specifications for the process of manufacturing the Item(s), including reasonable attorneys’ feesand such infringement claim would not have occurred but for complying with such detailed specifications. Notwithstanding the foregoing, any settlement MEMC shall have no liability to Supplier hereunder, if Supplier knows, or through the exercise of such suitreasonable due diligence should have known, claim that the required manufacturing specification(s) infringe 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 potentially infringe another party's intellectual property infringement indemnity rights. C. The foregoing provides the entire set of obligations and remedies flowing between MEMC and Supplier arising from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the any intellectual property infringement indemnity it provides to Buyer in this Orderclaim by a third party.

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

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 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 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 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 connection with the intellectual property infringement indemnity it provides to Buyer in this Order.procuring

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 indemnifyGigamon will, at its cost and expense, (i) defend and hold Buyer and Buyerany claim brought against Customer by an unaffiliated third party alleging that the Product infringes such third party’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 patent 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 sametrademark rights, and Supplier shall (ii) 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 any damages finally awarded to Buyersuch third party by a court of competent jurisdiction as a result of such claim. Gigamon’s consentobligations above are conditioned on Customer notifying Gigamon promptly in writing of the claim or threat thereof and giving Gigamon sole control and authority over, such consent not to be unreasonably withheldand information for and assistance with, the defense and settlement thereof. If Gigamon will have no liability for any claim based upon (a) the combination, operation or use of any Indemnified IP is enjoinedProduct supplied hereunder with equipment, Supplier shall, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer the right to continue using such Indemnified IPdevices or software not supplied by Gigamon; (b) alteration or modification of any Products; (c) the failure to install any update or revision made available by Gigamon; or (d) Gigamon's compliance with Customer’s specifications, designs, or instructions. Customer may participate in the defense or settlement of any claim at its cost. If an injunction or order is obtained against Customer’s use of any Product by reason of such allegations of infringement, Gigamon will, (or if in Gigamon’s reasonable opinion the Product is likely to become the subject of a claim of infringement, Gigamon may), at its expense: (1) procure the right to allow Customer to continue to use the applicable Product; (2) replace the same applicable Product with a non-infringing equivalentfunctionally equivalent product at no cost to Customer, (3) modify the applicable Product or take other action so that the applicable Product becomes non-infringing; or (c4) remove the Indemnified IP and/or halt such use if none of the Indemnified IP in providing goods and/or services under foregoing remedies are commercially practical, terminate this Order and Agreement, and, upon Gigamon’s receipt of the infringing Product from Customer, refund the purchase price applicable fees for such Product received by Gigamon subject to Buyer, and in all cases, Supplier shall be responsible for all related costs and expensesstraight-line depreciation over a three (3) year period from purchase. 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 THE ENTIRE OBLIGATION OF GIGAMON AND CUSTOMER’S SOLE REMEDY WITH RESPECT TO INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

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 costs, expenses (including reasonable attorneys’ fees), losses, damages, or liabilities incurred because of actual or alleged infringement of any patent, copyright, trade secret, trademark, trade secret maskwork, or other intellectual property rights of any third party right arising out of the use, sale, importation, distribution, reproduction use or licensing sale by Buyer or Buyer’s customers of any product, service, article Items or apparatusBuyer’s products manufactured using the Item(s) or containing the Item(s), or Services, irrespective of whether Buyer furnishes any part thereof constituting goods or services furnished under specifications to Supplier, except as otherwise provided in 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 Supplierparagraph. Buyer shall notify Supplier promptly of such claim or demand and shall permit Supplier to participate in the defense or settlement thereof. If an injunction issues as a result of any such suit, claim or proceeding action, Supplier agrees at its expense and give Xxxxx’s option to either: (i) procure for Buyer and Xxxxx’s customers the right to continue using Items; (ii) replace them with non-infringing Items; (iii) modify them so they become non-infringing; or (iv) refund to Buyer the amount paid for any Items returned to Supplier authority and information and assistance (at Supplier’s expense) for or destroyed. Regardless of which of the defense of sameforegoing remedies is effected, and Supplier shall pay all damagesto Buyer rework expenses and incremental costs incurred by Buyer to procure alternative products required to fill orders placed by Xxxxx and accepted by Supplier as of the effective date of the injunction. This indemnification shall not apply to the extent custom Items are manufactured to Buyer's detailed specifications and such infringement would not have occurred but for complying with such detailed specifications. X. Xxxxx shall defend, indemnify, and hold Supplier harmless from any costs or expenses arising from a rightful claim of infringement by a third party, where Buyer furnishes and expenses incurred or awarded thereinrequires Supplier to use detailed specifications for the process of manufacturing the Item(s), including reasonable attorneys’ feesand such infringement claim would not have occurred but for complying with such detailed specifications. Notwithstanding the foregoing, any settlement Buyer shall have no liability to Supplier hereunder, if Supplier knows, or through the exercise of such suitreasonable due diligence should have known, claim that the required manufacturing specification(s) infringe or proceeding shall be subject to Buyerpotentially infringe another party’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 rights. C. The foregoing states the entire set of obligations and remedies flowing between Buyer and Supplier arising from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the any intellectual property infringement indemnity it provides to Buyer in this Orderclaim by a third party.

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. A. Subject to Section D, 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 costs, expenses (including attorneys' fees), losses, damages, or liabilities incurred because of actual or alleged infringement of any patent, copyright, trade secret, trademark, trade secret maskwork, or other intellectual property rights of any third party right to the extent arising out of any of the usefollowing: i) the Items or their use or sale by Buyer or Buyer's subcontractors, saledistributors, importation, distribution, reproduction or licensing agents; or ii) the performance of any productServices provided by Supplier, service, article or apparatusits agents, or any part thereof constituting goods or services furnished subcontractors 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. agreement. B. Buyer shall notify Supplier promptly of such claim or demand and shall permit Supplier to assume sole control of the defense or settlement thereof. If an injunction issues as a result of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, action and Supplier shall pay all damageshas not already performed (i), costs and expenses incurred (ii), (iii) 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(iv) below, Supplier shallagrees at its expense and Buyer's option to either: (i) if reasonably available, at Buyer’s option and Supplier’s expense, either: (a) procure for Buyer and Buyer's customers the right to continue using such Indemnified IP; and selling Items; (bii) replace the same them with a non-infringing equivalentItems; or (iii) modify them so they become non-infringing; or; (iv) if (i), (ii) or (ciii) remove are not reasonably available, credit to Buyer the Indemnified IP and/or halt such use amount paid for any Items to the extent representing actual costs, expenses (including attorneys' fees), losses, damages, or liabilities subject to indemnification under Section A above. Any unused credit remaining after two (2) quarters shall be refunded to Buyer. C. Regardless of which of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyerforegoing remedies is implemented, and without limiting any other remedies available to Buyer at law or in all casesequity, if Buyer incurs out-of-pocket rework expenses and incremental costs to procure alternative products for the Items (as long as such products are commercially available), Supplier shall be responsible for all related reimburse Buyer such expenses and costs and expenses. Supplier agrees that it shall use commercially reasonable efforts incurred by Buyer as required to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services fill any orders placed by Buyer as part of the deliverables under this Order consistent effective date of the injunction. Impinj and Intel Proprietary and Confidential 2009-12-21 D. Buyer's right to indemnification shall not apply to the extent that: (i) Custom Items are manufactured to Buyer's detailed specifications, including, but not limited to the detailed specifications of [***], pursuant to a collaboration or other form of co-development agreement between the parties and such infringement would not have occurred but for complying with the intellectual property such detailed specifications, or (ii) Items are used in combination with other equipment, software or other products not manufactured, supplied, required or recommended in writing by Seller and such infringement indemnity it provides to Buyer in this Orderwould not have occurred but for such combination. E. THE FOREGOING STATES THE ENTIRE SET OF OBLIGATIONS AND REMEDIES FLOWING BETWEEN BUYER AND SUPPLIER ARISING FROM ANY INTELLECTUAL PROPERTY CLAIM BY A THIRD PARTY.

Intellectual Property Indemnification. A. Subject to Section D, 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 costs, expenses (including attorneys’ fees), losses, damages, or liabilities incurred because of actual or alleged infringement of any patent, copyright, trade secret, trademark, trade secret maskwork, or other intellectual property rights of any third party right to the extent arising out of any of the usefollowing: i) the Items or their use or sale by Buyer or Buyer’s subcontractors, saledistributors, importation, distribution, reproduction or licensing agents; or ii) the performance of any productServices provided by Supplier, service, article or apparatusits agents, or any part thereof constituting goods or services furnished subcontractors 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. agreement. B. Buyer shall notify Supplier promptly of such claim or demand and shall permit Supplier to assume sole control of the defense or settlement thereof. If an injunction issues as a result of any such suit, claim or proceeding and give Supplier authority and information and assistance (at Supplier’s expense) for the defense of same, action and Supplier shall pay all damageshas not already performed (i), costs and expenses incurred (ii), (iii) 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(iv) below, Supplier shall, agrees at its expense and Buyer’s option and Supplier’s expenseto either: (i) if reasonably available, either: (a) procure for Buyer and Buyer’s customers the right to continue using such Indemnified IP; and selling Items; (bii) replace the same them with a non-infringing equivalentItems; or (iii) modify them so they become non-infringing; or; (iv) if (i), (ii) or (ciii) remove are not reasonably available, credit to Buyer the Indemnified IP and/or halt such use amount paid for any Items to the extent representing actual costs, expenses (including attorneys’ fees), losses, damages, or liabilities subject to indemnification under Section A above. Any unused credit remaining after two (2) quarters shall be refunded to Buyer. C. Regardless of which of the Indemnified IP in providing goods and/or services under this Order and refund the purchase price to Buyerforegoing remedies is implemented, and without limiting any other remedies available to Buyer at law or in all casesequity, if Buyer incurs out-of-pocket rework expenses and incremental costs to procure alternative products for the Items (as long as such products are commercially available), Supplier shall be responsible for all related reimburse Buyer such expenses and costs and expenses. Supplier agrees that it shall use commercially reasonable efforts incurred by Buyer as required to obtain an intellectual property infringement indemnity from its direct or indirect suppliers providing goods and/or services fill any orders placed by Buyer as part of the deliverables under effective date of the injunction. D. Buyer’s right to indemnification shall not apply to the extent that: (i) Custom Items are manufactured to Buyer’s detailed specifications, including, but not limited to the detailed specifications of ***, pursuant to a collaboration or other form of co-development agreement between the parties and such infringement would not have occurred but for complying with such detailed specifications, or (ii) Items are used in combination with other equipment, software or other products not manufactured, supplied, required or recommended in writing by Seller and such infringement would not have occurred but for such combination. *** Indicates that confidential treatment has been sought for this Order consistent with the intellectual property infringement indemnity it provides to Buyer in this Orderinformation E. THE FOREGOING STATES THE ENTIRE SET OF OBLIGATIONS AND REMEDIES FLOWING BETWEEN BUYER AND SUPPLIER ARISING FROM ANY INTELLECTUAL PROPERTY CLAIM BY A THIRD PARTY.

Intellectual Property Indemnification. Supplier shall indemnify8.1 L3Harris agrees that it shall, at its own expense and at its option, defend and hold Buyer and Buyer’s customers harmless from or settle any and all claims claim, suit, or proceeding brought against Buyer and/or Buyer’s customers alleging intellectual property You, based on an allegation that the Services furnished under this Agreement constitutes a direct or a contributory infringement of any claim of any United States patent, copyrightmask work, trademark, trade secret copyright or any other intellectual property rights right. This obligation shall be effective only if all payments then due to L3Harris for the purchase and/or use of Your related Services and if L3Harris is notified of said allegation promptly in writing and given authority, information, and assistance for the settlement or defense of said claim, suit, or proceeding. If, in any third party such suit arising out from such claim, the continued use 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) Services for the defense purpose intended is enjoined by any court of samecompetent jurisdiction, 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 L3Harris shall, at Buyer’s option its expense and Supplier’s expenseoption, either: (a) procure for Buyer You the right to continue using such Indemnified IP; the Services, or (b) replace modify the same with a Services so that they become non-infringing equivalent; infringing, or (c) remove replace the Indemnified IP and/or halt such Services or portions thereof so that they become non-infringing, or (d) discontinue the Services and refund the prepaid Services fee (less reasonable depreciation for use). The foregoing states the entire liability of L3Harris for intellectual property infringement by the Services and is subject to any limitation of total liability set forth in this Agreement. 8.2 The preceding subsection 8.1 shall not apply to the use of the Indemnified IP Services in providing goods and/or services under this Order and refund conjunction with any other hardware or software not supplied by L3Harris to the purchase price extent that such conjoined use causes the alleged infringement. As to Buyerany portion of the Services or use described in the preceding sentence, and in all cases, Supplier shall be responsible L3Harris assumes no liability whatsoever 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 Orderright infringement. 8.3 THE INTELLECTUAL PROPERTY INDEMNITY OBLIGATIONS RECITED ABOVE ARE IN LIEU OF ALL OTHER INTELLECTUAL PROPERTY INDEMNITIES WHATSOEVER, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR STATUTORY.

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 costs, expenses (including reasonable attorneys’ fees), losses, damages, or liabilities incurred because of actual or alleged infringement of any patent, copyright, trade secret, trademark, trade secret maskwork, or other intellectual property rights of any third party right arising out of the use, sale, importation, distribution, reproduction use or licensing sale by Buyer or Buyer’s customers of any product, service, article Items or apparatus, Buyer’s products manufactured using the Item(s) or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from containing the use thereof (the “Indemnified IP”Item(s), including the useirrespective of whether Buyer furnishes any specifications to Supplier, sale, importation, distribution, reproduction or licensing of such Indemnified IP, except as otherwise provided in foreseeable combinations with products or services not supplied by Supplierthis paragraph. Buyer shall notify Supplier promptly of such claim or demand and shall permit Supplier to participate in the defense or settlement thereof. If an injunction issues as a result of any such suit, claim or proceeding action, Supplier agrees at its expense and give Buyer’s option to either: (i) procure for Buyer and Buyer’s customers the right to continue using Items; (ii) replace them with non-infringing Items; (iii) modify them so they become non-infringing; or (iv) refund to Buyer the amount paid for any Items returned to Supplier authority and information and assistance (at Supplier’s expense) for or destroyed. Regardless of which of the defense of sameforegoing remedies is effected, and Supplier shall pay all damagesto Buyer rework expenses and incremental costs incurred by Buyer to procure alternative products required to fill orders placed by Buyer and accepted by Supplier as of the effective date of the injunction. This indemnification shall not apply to the extent custom Items are manufactured to Buyer’s detailed specifications and such infringement would not have occurred but for complying with such detailed specifications. B. Buyer shall defend, indemnify, and hold Supplier harmless from any costs or expenses arising from a rightful claim of infringement by a third party, where Buyer furnishes and expenses incurred or awarded thereinrequires Supplier to use detailed specifications for the process of manufacturing the Item(s), including reasonable attorneys’ feesand such infringement claim would not have occurred but for complying with such detailed specifications. Notwithstanding the foregoing, any settlement Buyer shall have no liability to Supplier hereunder, if Supplier knows, or through the exercise of such suitreasonable due diligence should have known, claim that the required manufacturing specification(s) infringe or proceeding shall be subject to Buyerpotentially infringe another party’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 rights. C. The foregoing states the entire set of obligations and remedies flowing between Buyer and Supplier arising from its direct or indirect suppliers providing goods and/or services as part of the deliverables under this Order consistent with the any intellectual property infringement indemnity it provides to Buyer in this Orderclaim by a third party.

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(a) GE shall, at its own expense, defend any suit instituted against Service Provider or its Customers which is based on an allegation that any Product manufactured by GE and hold Buyer and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property sold to Service Provider hereunder constitutes an infringement of any patent(i) patent of the United States or any other country that is signatory to Article 27 of the Convention on International Civil Aviation signed by the United States at Chicago on December 7, 1944, in which Customers are authorized to operate, (ii) copyright, trademark, (iii) trademark or (iv) trade secret or other intellectual property rights of any third party arising out and shall indemnify Service Provider against any award of damages and costs made against Service Provider by a final judgment of a court of last resort if it is determined therein that any such Product constitutes such infringement, provided that Service Provider (i) gives GE timely notice in writing of any notice or claims of infringement, (ii) permits GE through GE’s counsel to defend the same, and (iii) gives GE all available information, assistance and authority to enable GE to assume such defense. GE shall have control 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 defense of any such suit, claim or proceeding including appeals from any judgment therein and give Supplier authority and information and assistance (at Supplier’s expense) any negotiations for the defense of samesettlement or compromise thereof with full authority to enter into a binding settlement or compromise. GE shall not be obligated to participate in any settlement made without GE’s explicit consent. (b) In the event that any Product is held to infringe and its use is enjoined, GE shall, at its option and expense, either (i) procure for Service Provider and its Customers the rights to have used, and Supplier to continue using, such Product, (ii) provide the necessary parts and documentation to replace or modify such Product so that it no longer infringes, or (iii) grant Service Provider or its Customers as applicable a credit for such Product upon its return to GE. In the event that GE shall pay opt for either (ii) or (iii) above, GE shall continue to be obligated to defend and indemnify Service Provider and its Customers for all damagesprior use of such infringing Product, costs prior to such option being implemented. GE shall not be responsible to Service Provider or its Customers for incidental or consequential damage, including, but not limited to, costs, expenses, liabilities and expenses incurred or awarded therein, including reasonable attorneys’ fees. loss of profits resulting from loss of use. (c) Notwithstanding the foregoingabove, GE shall have no liability whatsoever to Service Provider with respect to any settlement patent infringement or claim thereof which is based upon or arises out of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If (i) the use of any Indemnified IP is enjoinedProduct in combination with an apparatus or device not manufactured or supplied by GE, Supplier shallif such combination causes the infringement, at Buyer’s option and Supplier’s expense, either: (aii) 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.the

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(a) GE shall, at its own expense, defend any suit instituted against Service Provider or its Customers which is based on an allegation that any Product manufactured by GE and hold Buyer and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property sold to Service Provider hereunder constitutes an infringement of any patent(i) patent of the United States or any other country that is signatory to Article 27 of the Convention on International Civil Aviation signed by the United States at Chicago on December 7, 1944, in which Customers are authorized to operate, (ii) copyright, trademark, (iii) trademark or (iv) trade secret or other intellectual property rights of any third party arising out and shall indemnify Service Provider against any award of damages and costs made against Service Provider by a final judgment of a court of last resort if it is determined therein that any such Product constitutes such infringement, provided that Service Provider (i) gives GE timely notice in writing of any notice or claims of infringement, (ii) permits GE through GE’s counsel to defend the same, and (iii) gives GE all available information, assistance and authority to enable GE to assume such defense. GE shall have control 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 defense of any such suit, claim or proceeding including appeals from any judgment therein and give Supplier authority and information and assistance (at Supplier’s expense) any negotiations for the defense of samesettlement or compromise thereof with full authority to enter into a binding settlement or compromise. GE shall not be obligated to participate in any settlement made without GE’s explicit consent. (b) In the event that any Product is held to infringe and its use is enjoined, GE shall, at its option and expense, either (i) procure for Service Provider and its Customers the rights to have used, and Supplier to continue using, such Product, (ii) provide the necessary parts and documentation to replace or modify such Product so that it no longer infringes, or (iii) grant Service Provider or its Customers as applicable a credit for such Product upon its return to GE. In the event that GE shall pay opt for either (ii) or (iii) above, GE shall continue to be obligated to defend and indemnify Service Provider and its Customers for all damagesprior use of such infringing Product, costs prior to such option being implemented. GE shall not be responsible to Service Provider or its Customers for incidental or consequential damage, including, but not limited to, costs, expenses, liabilities and expenses incurred or awarded therein, including reasonable attorneys’ fees. loss of profits resulting from loss of use. (c) Notwithstanding the foregoingabove, GE shall have no liability whatsoever to Service Provider with respect to any settlement patent infringement or claim thereof which is based upon or arises out of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If (i) the use of any Indemnified IP is enjoinedProduct in combination with an apparatus or device not manufactured or supplied by GE, Supplier shallif such combination causes the infringement, at Buyer’s option and Supplier’s expense(ii) the DISTRIBUTION SERVICES AGREEMENT General Electric Company use of any Product in a manner for which it was neither designed nor contemplated, either: (a) procure for Buyer the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; or (ciii) remove any modification of any Product by Service Provider or any third party acting on Service Provider’s behalf which causes 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 Product 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 become infringing. (d) The obligations recited in this OrderSection 12.02 shall constitute the sole and exclusive remedies of Service Provider and the sole and exclusive liability of GE for actual and alleged patent or copyright infringement.

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 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 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. A. Supplier shall indemnify, defend indemnify and hold Buyer Yurcor, Xxxxx, and Buyer’s Intel and their customers harmless from and against any and all claims against Buyer and/or Buyer’s customers alleging intellectual property costs, expenses ( including, without limitation, attorneys’ fees), losses, damages, or liabilities incurred because of actual or alleged infringement of any patent, copyright, trade secret, trademark, trade secret maskwork, or other intellectual property rights r ight of any a third party arising out of or in connection with any of the usefollowing: i) the use or sale by Yurcor, saleXxxxx or Intel or Yurcor, importationXxxxx or Intel’ s subcontractors, distributiondistributors, reproduction or licensing agents of Deliverables, i i) the use or sale by Yurcor, Xxxxx or Intel or Yurcor, Xxxxx or Intel’ s customers of any productproducts manufactured using, service, article or apparatuscontaining, or otherwise adapted to operate with the Deliverables or items delivered pursuant to this Agreement, or iii) the performance of any part thereof constituting goods Services provided by Supplier, its agents, or services furnished subcontractors under this OrderAgreement. B. Yurcor, as well as any device Xxxxx 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 Intel shall notify Supplier promptly of any such suit, claim or proceeding demand pursuant to the foregoing indemnity and give shall permit Supplier authority and information and assistance (at Supplier’s expense) for to participate in the defense or settlement thereof. Provided that Supplier may not compromise or settle any infringement claim in a manner which either imposes any liability or cost for Yurcor, Xxxxx or Intel or requires Yurcor, Xxxxx or Intel to admit any liability. If an injunction issues as a result 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 enjoinedaction, Supplier shallagrees at its sole cost and expense and Yurcor, at Buyer’s Xxxxx or Intel’ s option and Supplier’s expense, to either: (a( i) procure for Buyer Yurcor, Xxxxx or Intel and Yurcor, Xxxxx or Intel’ s customers the right to continue using such Indemnified IP; (b) replace the same with a non-infringing equivalent; affected Deliverables or (c) remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under i tems delivered pursuant to 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.Agreement;

Intellectual Property Indemnification. Supplier (a) Altera shall indemnifydefend any suit, proceeding, or claim of infringement asserted against Distributor in the Territory insofar as such suit, proceeding, or claim of infringement alleges that any Product manufactured and supplied by Altera to Distributor infringes any duly issued patent, registered trademark, or copyright and Altera shall pay all damages and costs finally awarded therein against Distributor, provided that Altera promptly is informed and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given authority, information, and assistance (at Altera’s expense) necessary to defend or settle said suit or proceeding. Altera shall have the absolute right to control the defense and hold Buyer and Buyer’s customers harmless from any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement settlement of any patent, copyright, trademark, trade secret infringement suit or other intellectual property rights of any third party arising proceeding for which Distributor seeks indemnification under this paragraph. Altera shall not be obligated to defend or be liable for costs and damages if the infringement arises out of (1) Products that are manufactured by Altera in accordance with Distributor’s specifications, or (2) the use, sale, importation, distribution, reproduction Products being combined with or licensing of any added to another product, serviceor (3) the Products being modified after delivery to Distributor by Altera (including any programming done by Distributor or Distributor’s customer), article or apparatus(4) from use of the Products, or any part thereof constituting goods or services furnished under this Orderthereof, as well as in the practice of a process. Altera’s obligations hereunder shall not apply to any device or process necessarily resulting from the use thereof (the “Indemnified IP”), including the use, sale, importation, distribution, reproduction or licensing infringement occurring after Distributor has received notice of such Indemnified IP, in foreseeable combinations with products suit or services not proceeding alleging the infringement unless Altera has given written permission for such use by Distributor. (b) If any Product manufactured and supplied by Supplier. Buyer Altera to Distributor shall notify Supplier promptly of be held by any such suitcourt in the Territory to infringe any patent, claim registered trademark, or proceeding copyright and give Supplier authority and information and assistance (at Supplier’s expense) for Distributor shall be enjoined from using 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, Altera will at Buyer’s its option and Supplier’s expense, either: at its expense (a1) procure for Buyer Distributor the right to continue using use such Indemnified IP; Product free of any liability for infringement or (b2) replace the same such Product with a non-infringing equivalent; substitute Product or (c3) 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 of such Product. (c) If the infringement by Distributor is alleged prior 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 Altera’s completion of delivery of the deliverables under Products, Altera may decline to make further shipments without being in breach of this Order consistent Agreement. (d) If any suit, proceeding, or claim of infringement is asserted against Altera in the Territory based on a claim that the goods manufactured by Altera in compliance with Distributor’s specifications and supplied to Distributor directly infringe any duly issued patent, registered trademark, or copyright, then Distributor shall indemnify Altera to the intellectual property infringement indemnity it provides same extent as specified in subparagraph 11.7(a) of this Agreement. However, Distributor shall not be obligated to Buyer in this Orderindemnify Altera for specifications developed solely by Distributor’s end customers. (e) THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES HERETO FOR PATENT, TRADEMARK, OR COPYRIGHT INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.

Intellectual Property Indemnification. Supplier For the purposes of this Section 12.2, “Material” shall indemnifymean any information, 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 patentdesign, copyrightspecification, trademarkinstruction, trade secret or other intellectual property rights of any third party arising out of the use, sale, importation, distribution, reproduction or licensing of any productsoftware, service, article data, hardware, or apparatusmaterial provided by a Party. The term “Material” defined above does not include Separately Licensed Third-Party Technology. If a third party makes a claim against Customer that any Material of the Software, or any part thereof constituting goods or services furnished under this Ordercomponent thereof, as well as any device or process necessarily resulting infringes such third party’s intellectual property rights, Adlib, at its sole cost and expense, will defend Customer against the claim and indemnify Customer from the use thereof (the “Indemnified IP”)damages, 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 damagesliabilities, costs and expenses incurred or awarded thereinby a court of competent jurisdiction to the third party claiming infringement. Adlib, including reasonable attorneys’ fees. Notwithstanding at its sole discretion, may choose to either modify the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not Material to be unreasonably withheldnon-infringing (while substantially preserving its utility or functionality) or obtain a right or subscription to allow for continued use by Customer, or if these alternatives are not commercially reasonable, Adlib may end the right or subscription for, and, where applicable, require return of, the applicable Material and refund any unused, prepaid fees Customer may have paid to Adlib for such Material. If use of any Indemnified IP is enjoinedsuch return materially affects Adlib’s ability to meet its obligations under this Agreement, Supplier shallthen Adlib may, at Buyer’s its option and Supplier’s expenseupon 30 days’ prior notice, eitherterminate this Agreement. Adlib will not indemnify Customer if Customer: (a) procure for Buyer alters the Material or uses it outside the specified scope of use, (b) uses a version of the Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was made available to Customer, or (c) continues to use the applicable Material after the end of the right or subscription to continue using such Indemnified IPuse that Material. Adlib will not indemnify Customer to the extent that an infringement claim is based upon any information, design, specification, instruction, software, service, data, hardware or material not furnished by Adlib. Solely with respect to Separately Licensed Third Party Technology that is part of the Software and that is used: (a) in unmodified form; (b) replace as part of or as required to use the same with a non-infringing equivalentSoftware; or and (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 accordance with the intellectual property usage grant for the relevant Software and all other terms and conditions of this Agreement, Adlib will indemnify Customer for infringement indemnity it provides claims for Separately Licensed Third Party Technology to Buyer in the same extent as Adlib is required to provide infringement indemnification for Materials under the terms of this OrderAgreement.

Intellectual Property Indemnification. Supplier Seller shall indemnify, defend indemnify and hold harmless the Buyer against all actions, third party claims, demands, costs, charges, and Buyer’s customers harmless expenses arising from or incurred by reason of any and all claims against Buyer and/or Buyer’s customers alleging intellectual property infringement of any patent, copyright, trademark, trade secret or other alleged infringement of the intellectual property rights of any third party arising out by the use or possession of the useGoods. However, if the Goods are to be prepared, installed or manufactured according to Xxxxx's specifications, Buyer shall indemnify Seller and hold it harmless from any claims or liability for intellectual property infringement on account of the sale, importationinstallation or manufacture of such Goods. The parties agree to provide information and reasonable assistance to each other, distributionupon request, reproduction or licensing of to the extent such information and assistance are required by such party to defend against any product, service, article or apparatus, or any part thereof constituting goods or services furnished infringement claim arising 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 SupplierSection 11. Buyer shall notify Supplier not be entitled to indemnification under this Section 11 as to any claim of infringement concerning which it does not give Seller prompt notice in writing upon learning thereof and full opportunity, at the expense of the Seller, to defend and dispose of such claim of infringement. If Buyer notifies Seller promptly of the receipt of any such suitinfringement or claim, affecting the use of Goods or related services, Seller shall, at its own expense and option, either: a. Settle the claim or any suit 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, damages and costs and expenses incurred awarded in it against Buyer b. Modify the works so that they become non-infringing c. Replace Goods 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 related works with a non-infringing equivalent; Goods or (c) remove works d. Remove the Indemnified IP and/or halt such use of the Indemnified IP in providing goods and/or services under this Order infringing Goods or items and refund the purchase price Except for Xxxxx's right to Buyeruse the Goods purchased hereunder, and in all casesthe Order, Supplier or Seller’s acceptance thereof, shall be responsible for all related costs and expenses. Supplier agrees that it shall use commercially reasonable efforts not grant to obtain an Buyer any right or license to any intellectual property infringement indemnity from its direct right owned, controlled by, 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 Orderlicensed to, Seller.

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.