Common use of Intellectual Property Indemnification Clause in Contracts

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

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

Intellectual Property Indemnification. Licensor will defend(i) Company shall indemnify, at its own expense, any claim, suit or proceeding brought defend and hold Distributor harmless against Licensee to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third party. Licensee agrees party action (including a Customer) alleging that it the Products infringe any valid U.S. patent or copyright, and Company shall pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against Distributor in connection with such action, provided Distributor (i) notifies Company promptly notify Licensor in writing of any such claim or action action, (ii) gives Company exclusive control and give Licensor full information and assistance in connection therewith. Licensor shall have the sole right to control authority over the defense or settlement of such action, (iii) does not enter into any settlement or compromise of any such claim or action without the prior written consent of Company and (iv) provides all reasonable assistance to Company at the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof request and is not otherwise in breach expense of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such actionCompany. If such Software isany Licensed Material becomes, or in Licensor’s the opinion of Company may bebecome, held to infringethe subject of an infringement claim, Licensor Company may, at its option, (i) procure for Distributor the right to continue using such Licensed Material, (ii) modify or replace or modify such Software so as to avoid infringementLicensed Material with substantially equivalent non- infringing products, or procure (iii) require the right for Licensee to continue the use return of such Software. If neither Licensed Material and refund to Distributor a pro-rata portion of the Product Price of such alternatives isLicensed Material on a depreciated basis, in Licensor’s opinionwithout depreciation for the first year after achievement of Commissioning, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated thereafter on a straight line five amortization of the Product Price equal to the term of the LTSA (5e.g. nineteen year amortization for a twenty-year LTSA); with the provision of remedies pursuant to this Section 11(a)(i) year basis. Licensor will being the sole and exclusive remedies for an infringement claim subject to this Section 11(a). (ii) Company shall have no liability for indemnification obligations with respect to any claim of infringement arising as a result of athird party action alleging that (i) Licensee’s the use of the licensed Software any Products, or any part of them, in combination with any items products or technology not supplied by Licensor where such combination is the basis of the infringement claim; bCompany, or (ii) any modification service or other process utilizing any Products, infringes any third party intellectual property right, and in such event Distributor will indemnify, defend and hold harmless Company, and its officers, directors and employees, against any such action, and Distributor will pay all settlements entered into, and all final judgments and costs (including reasonable attorneys’ fees) awarded against such party in connection with such action, provided Company (i) notifies Distributor promptly in writing of any such action, (ii) gives Distributor exclusive control and authority over the licensed Software by Licensee defense or third parties; csettlement of such action, (iii) use does not enter into any settlement or compromise of other than any such action without Distributor’s prior written consent and (iv) provides all reasonable assistance to Distributor at the latest revision request and expense of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSDistributor.

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

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

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

Intellectual Property Indemnification. Licensor will defend10.1 Except as otherwise provided below, PTL will, at its own expense, defend or settle any claim made or threatened or any suit or proceeding brought against Licensee so far as it is based on an allegation that any Software furnished hereunder infringe a North America or a European Community patent or copyright in existence on the date of this Agreement, if Licensee notifies PTL in writing within twenty (20) days of such claim, suit or proceeding, and gives PTL all information, assistance and authority to defend or settle the same at PTL's expense. PTL will have no responsibility hereunder for any settlement of any such claim or suit made by Licensee without PTL's prior written approval. PTL will reimburse Licensee for the actual and reasonable expenses incurred by it in providing PTL with such information, assistance and authority but PTL will not reimburse Licensee for any cost of counsel retained by it in connection with such claim suit or proceeding. 10.2 If any Software is held to infringe and the use of said Software is enjoined, or if PTL believes that the Software is likely to become the subject of a claim of infringement or to be enjoined, PTL will have the option, at its expense, (a) to procure for Licensee the right to continue using the infringing or potentially infringing Software; or (b) to replace the infringing or potentially infringing Software with a non-infringing functionally equivalent Software; or (c) to modify the infringing or potentially infringing Software so it becomes non-infringing but functionally equivalent. 10.3 PTL's obligations stated under this Section 10 will not apply to any claim, suit or proceeding brought against Licensee (a) to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action and give Licensor full information and assistance in connection therewith. Licensor shall have the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use Modification of the licensed Software in other than by PTL or the combination with any items not supplied by Licensor where such combination is the basis of the infringement Software with non-PTL hardware or software, if the claim; , suit or proceeding would have been avoided if the Software had not been so modified or combined, (b) any modification of the licensed Software by Licensee or third parties; c) based on Licensee's use of other than the latest revision release of the Software Software, if the claim, suit or proceeding would have been avoided by use of such latest release, (c) based on the latest revision would avoid the infringement; or d) use of the Software outside in practicing any process that is not inherent in the scope operation of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTSSoftware itself, INCLUDINGand/or (d) based on a modified version of the Software made by PTL in compliance with Licensee's instructions, BUT NOT LIMITED TOdesigns or specifications. 10.4 This Section 10 sets forth the entire obligation of PTL, PATENTand Licensee's exclusive remedy, COPYRIGHT AND TRADE SECRET RIGHTSfor the actual or alleged infringement of any patent, copyright, trade secret or other intellectual property right, of any person or entity by any Software or other item, material, or service provided by PTL under, or in collection with, this Agreement.

Intellectual Property Indemnification. Licensor will (a) DUTCH A&A agrees to protect, defend, at hold harmless and indemnify SENTRY and its own expenseCustomers from and against any and all liabilities, damages and actions (including reasonable attorney's fees) arising out of any claim, suit or proceeding brought against Licensee to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon the DUTCH A&A Products infringe any United States patent, trademark, copyright or trade secret other intellectual property right of any third partyparties. Licensee agrees that it shall promptly notify Licensor in writing Such indemnity, however, is specifically exclusive of any such claim claims which arise or action result from unauthorized alteration of the DUTCH A&A Products as furnished by DUTCH A&A; use of the DUTCH A&A Products furnished by DUTCH A&A in the manner for which the same were neither designed nor contemplated; or a patent, trademark or copyright in which SENTRY or an affiliate or subsidiary of SENTRY has any direct or indirect interest by license or otherwise. This indemnification and give Licensor full information hold harmless provision shall extend only to damages and assistance costs assessed against SENTRY embodied in connection therewitha final judgment by a court of competent jurisdiction holding that such DUTCH A&A Products constitute a patent, trademark or copyright infringement or damages and costs incurred by SENTRY as a result of a settlement entered into with the prior written consent of DUTCH A&A. DUTCH A&A will be promptly notified by SENTRY of any suit or threat of suit as to which DUTCH A&A may have obligations under the above provisions and be given reasonable opportunity to defend the same. Licensor SENTRY shall have the sole right reasonably cooperate with DUTCH A&A with regard to control the defense of any such claim suit or action threatened suit and the DUTCH A&A shall have, at its sole right expense, authority to settle or compromise otherwise dispose of any such claim suit or action. Provided Licensee complies with threatened suit, and to appeal any judgment which may be entered. (b) If, in any such suit, an injunction is issued against the provisions hereof and is not otherwise in breach further use of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software issaid DUTCH A&A Product, or in Licensor’s opinion may beany part thereof, held to infringe, Licensor mayDUTCH A&A will, at its expense and option, (i) procure for SENTRY and its Customers the right to continue using said DUTCH A&A Product, (ii) replace the same with a non-infringing DUTCH A&A Product providing equivalent or better functionality and performance, (iii) modify such Software it so as to avoid infringementthat it becomes non-infringing, or procure (iv) remove the DUTCH A&A Product and refund the price paid to DUTCH A&A for such DUTCH A&A Product. In the case of replacement or modification of the DUTCH A&A Product pursuant to clause (ii) m or (iii) above, the modified or replaced DUTCH A&A Product shall have substantially the same performance characteristics as the infringing DUTCH A&A Products. (c) SENTRY agrees to protect, defend, hold harmless and indemnify DUTCH A&A and its Customers from and against any and all liabilities, damages and actions (including reasonable attorney's fees) arising out of any claim that the SENTRY Products infringe any patent, trademark, copyright or other intellectual property right for Licensee to continue of third parties. Such indemnity, however, is specifically exclusive of any such claims which arise or result from unauthorized alteration of the SENTRY Products as furnished by SENTRY; use of the SENTRY Products furnished by SENTRY in the manner for which the same were neither designed nor contemplated; or a patent, trademark or copyright in which DUTCH A&A or an affiliate or subsidiary of DUTCH A&A has any direct or indirect interest by license or otherwise. This indemnification and hold harmless provision shall extend only to damages and costs assessed against DUTCH A&A embodied in a final judgment by a court of competent jurisdiction holding that such Software. If neither of such alternatives isSENTRY Products constitute a patent, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor trademark or copyright infringement or damages and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor incurred by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising DUTCH A&A as a result of aa settlement entered into with the prior written consent of SENTRY. SENTRY will be promptly notified by DUTCH A&A of any suit or threat of suit as to which SENTRY may have obligations under the above provisions and be given reasonable opportunity to defend the same. DUTCH A&A shall reasonably cooperate with SENTRY with regard to the defense of any suit or threatened suit and SENTRY shall have, at its sole expense, authority to settle or otherwise dispose of any such suit or threatened suit, and to appeal any judgment which may be entered. (d) Licensee’s If, in any such suit, an injunction is issued against the further use of said SENTRY Product, or any part thereof, SENTRY will, at its expense and option, (i) procure for DUTCH A&A and its Customers the licensed Software in combination right to continue using said SENTRY Product, (ii) replace the same with any items not supplied by Licensor where a non-infringing SENTRY Product providing equivalent or better functionality and performance, (iii) modify it so that it becomes non-infringing, or (iv) remove the SENTRY Product and refund the price paid to SENTRY for such combination is SENTRY Product. In the basis case of the infringement claim; b) any replacement or modification of the licensed Software by Licensee Product pursuant to clause (ii) m or third parties; c(iii) use of other than above, the latest revision of modified or replaced SENTRY Product shall have substantially the Software if use of same performance characteristics as the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSinfringing SENTRY Products.

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

Intellectual Property Indemnification. Licensor will SCC shall defend, at its own sole cost and expense, any claim, suit or proceeding brought against Licensee to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action and give Licensor full information and assistance in connection therewithof any kind against AMCI for alleged violation, infringement or misappropriation of any patent, copyright, trade secret or other intellectual property right based on the use of SCC products or services under this Agreement. Licensor SCC shall have the sole right to control conduct the defense of any such claim or action and all negotiations for settlement or compromise, unless otherwise mutually agreed to in writing by the sole Parties hereto. However, AMCI, at its own expense, shall have the right 14 17 to settle participate in the defense of any such suit or compromise proceeding through counsel of its choosing. SCC shall indemnify and hold harmless AMCI and its officers, directors, employees, and agents and their successors and assigns against and from any and all losses, liabilities, damages, claims, demands and expenses (including, without limitation, reasonable attorneys' fees) arising out of or related to any such claim or action. Provided Licensee complies with If any SCC product used to provide the provisions hereof and is not otherwise Services under this Agreement becomes involved in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software isclaim or action described above, or in Licensor’s opinion may be, is held to infringeconstitute a violation, Licensor mayinfringement or misappropriation of a third party's intellectual property rights and the use thereof is enjoined, then SCC shall, at its SCC's expense and option, replace or modify such Software so as to avoid infringement, or : (i) procure the right for Licensee to continue using said product so that its use by SCC for AMCI is lawful; (ii) modify such product so that its use by SCC for AMCI is lawful (provided that such modification does not adversely affect the use of Services provided); or (iii) replace such Softwareproduct, at no charge to AMCI, with equally suitable, compatible and functionally equivalent products that lawfully may be used by SCC for AMCI. If neither of such alternatives is9. LIMITATION OF LIABILITY EXCEPT WITH RESPECT TO SCC'S OBLIGATION TO INDEMNIFY AMCI IN CONNECTION WITH THIRD PARTY CLAIMS AND IN CONNECTION WITH INTELLECTUAL PROPERTY INFRINGEMENT AS SET FORTH IN SECTION 8 HEREIN ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, WHETHER BASED UPON LOST GOODWILL, LOST PROFITS, LOSS OF USE OR PERFORMANCE OF ANY PRODUCTS, SERVICES, OR OTHER PROPERTY, LOSS OR IMPAIRMENT OF DATA OR SOFTWARE, OR OTHERWISE, AND WHETHER ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, CONTRACT (INCLUDING THE FURNISHING, PERFORMANCE, OR USE OF ANY HARDWARE, SOFTWARE OR OTHER PRODUCTS, MATERIALS, OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDERTAKEN IN THIS AGREEMENT), TORT, (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. To the extent not otherwise governed by federal, state or local law, and except with respect to SCC's obligation to indemnify AMCI in Licensor’s opinionconnection with third party claims and in connection with intellectual property infringement set forth in section 8 herein above, commercially reasonable, the infringing Software SCC's entire liability to AMCI shall be returned limited to Licensor and Licensor’s sole liability, in addition that which is directly related to its obligation to reimburse finally awarded damagesalleged negligent performance or non-performance of its obligations hereunder, costs and expenses set forth above, in any event shall be limited to the payment of a credit sum not to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software in combination with any items not supplied by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSexceed [ ].

Intellectual Property Indemnification. Licensor will 17.1 Except as specifically set forth herein, NTJBPT makes no representations or warranties, express or implied, arising by law or otherwise, with respect to the performance, efficacy or length of life of the Technology, Licensed Products or the Licensed Process in the Field of use, and NTJBPT undertakes to defend, indemnify and hold the Licensee harmless from and against any liability for third party claims against the Licensee resulting from the Licensee’s manufacturing, use or sale of the Technology. Licensed Products or Licensed Process hereunder, including without limitation, any product liability claim or claims for defective Licensed Products or Licensed Process. G3P License Agreement 13 oct 14 NTJB Power Technology, LLC 17.2 NTJBPT warrants that the Licensee, in manufacturing, using or selling the Licensed Products or the Licensed Process in the Field of use will not infringe any valid patent, industrial design or copyright in the Territory, and NTJBPT undertakes and agrees immediately upon receipt of the Licensee’s request in writing, to defend, indemnify and hold the Licensee harmless from and against any liability for claims of third parties that the Technology infringes any patent, industrial design and copyright of any such third parties. 17.3 Should the Licensee receive a demand or a cease and desist letter to stop manufacturing, using or selling the Licensed Products or Licensed Process for reason of infringement or be served with an infringement action in respect of any country or countries of the Territory, NTJBPT shall have the option: 17.3.1 to answer or defend at its own expense, any claim, suit cost such letter or proceeding brought against Licensee action; or 17.3.2 to limit this Agreement to the territorial extent it is based upon a of the country or countries covered by the infringing Technology and reimburse all royalties received in respect of such country or countries within the immediately preceding three years. 17.4 NTJBPT shall render all reasonable assistance to the Licensee in connection with any claim that unmodified Licensor-proprietary code licensed to be defended by the Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third partySection 17.3. The Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action and give Licensor full information and assistance in connection therewith. Licensor shall have the sole right to full control of the defense of any such claim or action and the sole right claim, but shall not be free to settle the same without NTJBPT’s consent if by such settlement NTJBPT would be obliged to make payments or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at modify its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software in combination with Technology. The Licensee shall advise NTJBPT of its intention to defend any items not supplied by Licensor where such combination is claim, and shall keep NTJBPT informed on the basis progress of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSsuch defense.

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

Intellectual Property Indemnification. a) Licensor will defendshall, at its own expense, defend the DoD against any claimclaim made by a third party that a licensed product delivered under this Agreement (“Software,” as further defined in Exhibit A hereto) infringes a United States patent or a copyright in any country (the “Claim”), suit and will pay all costs, damages and expenses (including reasonable legal fees) finally awarded against the DoD by a court of competent jurisdiction or proceeding brought against Licensee agreed to in a written settlement agreement signed by Licensor arising out of such Claim, provided (i) the DoD provides Licensor with prompt written notice of the Claim, and (ii) the DoD gives Licensor sole control of the defense of the Claim and any related settlement discussions and provides reasonable cooperation in the defense and settlement of the Claim to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed permitted under law 28 U.S.C. 516. The DoD agrees to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify give Licensor in writing prompt notice of any such claim or action and give Licensor full information and assistance in connection therewithClaim of which it learns. Licensor shall have not, without the sole right DoD’s consent, which shall not be unreasonably withheld, conditioned, or delayed, enter into any settlement agreement which (x) states or implies that the DoD has engaged in any wrongful or improper activity other than the innocent use of the material which is the subject of the Claim, (y) requires the DoD to control perform or cease to perform any act or relinquish any right, other than to cease use of the defense material which is the subject of the Claim, or (z) requires the DoD to make a payment which Licensor is not obligated by this Agreement to pay on behalf of the DoD. It is expressly agreed by the Licensor that, in the event it makes an appropriate request that the DoD to provide support to the Licensor in defending any such claim or action and Claim, the sole right to settle or compromise any Licensor shall reimburse the DoD for necessary attorneys' fees, if such claim or action. Provided Licensee complies with are made necessary by the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may berequest, held incurred by the DoD for such support. b) If, in the Licensor’s opinion, the licensed products furnished hereunder are likely to infringeor do become subject to a claim of infringement of a United States patent or copyright then without diminishing the Licensor’s obligation to satisfy any final award as specified earlier in this section, the Licensor may, at its optionoption and expense, replace or modify such Software so as to avoid infringementsubstitute functional equivalents for the alleged infringing licensed products, or procure or, at the right Licensor’s option and expense, obtain the rights for Licensee the DoD to continue the use of such Software. licensed products. c) If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software products provided by the Licensor are in combination with any items not supplied by such suit or proceeding held to constitute infringement and the use thereof is enjoined, the Licensor where such combination is shall, at its own expense and at its option, either procure the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) right to continue use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; such infringing products, replace them with non-infringing items, or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSmodify them so that they are no longer infringing.

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

Intellectual Property Indemnification. Licensor will defend20.1 Except as stated herein, Xilinx agrees, at its own expense, any claimto defend, suit hold harmless, and indemnify against claims, demands, or proceeding brought proceedings before a court of competent jurisdiction (collectively “Claims”) instituted against Licensee to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon any United States patentDistributor, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action its successors and give Licensor full information and assistance in connection therewith. Licensor shall have the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreementassigns, Licensor will pay (“Indemnitees”) from all loss, damages, costs and expenses finally awarded (including reasonable attorney’s fees and costs of establishing rights to indemnification) which may be XILINX CONFIDENTIAL Note: Confidential treatment has been requested for the portion of this Exhibit 10.1 designated with [* * *]. The copy filed herewith omits the information subject to the confidentiality request. A complete version of this Exhibit has been filed separately. incurred by an Indemnitee based on an alleged infringe­ment by Product of valid patents, copyrights or mask work rights of third parties against Licensee in such action. If such Software isparties, or any alleged disclosure or misuse by Xilinx of trade secrets of a third party in Licensor’s opinion may be, held connection with the design or production of Product. The Indemnitees agree to infringe, Licensor may, at permit Xilinx through its option, replace counsel to defend or modify such Software so as to avoid infringement, or procure settle the right for Licensee to continue the use of such Software. If neither of such alternatives issame, in Licensor’s opinionits sole discretion, commercially reasonableand give Xilinx all necessary information, the infringing Software shall be returned to Licensor assistance and Licensor’s sole liabilityauthority required thereby. If, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of aa Claim, Distributor is enjoined from selling of a Product purchased from Xilinx, Xilinx shall, at its election, (i) Licensee’s use secure for Distributor the right to sell the Product, (ii) provide Distributor with replacement Product that is non-infringing, or (iii) if Xilinx cannot secure such rights or provide such replacement Product on commercially reasonable terms, refund to Distributor the price paid for such Product and discontinue supply of the licensed Software in combination with any items not supplied by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunderProduct. THE FOREGOING THIS SECTION STATES THE ENTIRE LIABILITY OF LICENSOR XILINX AND THE SOLE AND EXCLUSIVE REMEDY OF DISTRIBUTOR WITH RESPECT TO LICENSEE CONCERNING CLAIMS RELATING TO THE PRODUCTS. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, ALL WARRANTIES AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, INCLUDINGSTATUTORY, BUT NOT LIMITED TOEXPRESS, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSOR IMPLIED ARE HEREBY EXPRESSLY DISCLAIMED.

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

Intellectual Property Indemnification. Licensor CA will defendindemnify, defend and/or, at its own expenseoption, settle any claim, suit third party claims that Your use of the specific Software product licensed or proceeding brought against Licensee subscribed to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to by You under this License Agreement infringes upon any United States patentvalid US patent or copyright within the jurisdictions where You are authorized to use the Software at the time of delivery provided that: (i) You gives CA prompt written notice thereof and reasonable cooperation, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action and give Licensor full information and assistance in connection therewith. Licensor ; (ii) CA shall have the sole right control and authority with respect to control the defense of any such claim or settlement thereof; and (iii) You take no action and the sole right that is contrary to settle or compromise any such claim or actionCA’s interest. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor CA may, at its optionoption and expense: (a) procure for You the right to continue to use the Software; (b) repair, modify or replace or modify such the Software so as that it is no longer infringing; or (c) provide a pro-rated refund of the fees paid for the Software (directly or through the CA Partner) which gave rise to avoid infringementthe indemnity calculated against the remainder of the term from the date it is established that CA is notified of the third party claim. If the Software is licensed on a perpetual basis, an amortization schedule of three (3) years shall be used for the basis of the refund calculation. CA shall have no liability: (i) in the event the allegation of infringement is a result of a modification of the Software except a modification by CA, (ii) if the Software is not being used in accordance with CA’s specifications, related documentation and guidelines, (iii) if the alleged infringement would be avoided or procure the right for Licensee to continue otherwise eliminated by the use of such Software. If neither of such alternatives isa CA published update or patch, in Licensor’s opinion, commercially reasonable, (iv) if the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of alleged infringement arising as is a result of a) Licensee’s use of the licensed Software in combination with any items third party product, or (v) if the applicable fees due for the specific Software have not supplied been paid or You are otherwise in breach of this License Agreement. The indemnifications contained herein shall not apply and CA shall have no liability in relation to any Software produced by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunderCA at Your specific direction. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING STATES PROVISIONS STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LICENSOR CA REGARDING CLAIMS OF INFRINGEMENT, AND THE EXCLUSIVE REMEDY AVAILABLE TO LICENSEE CONCERNING YOU WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET OR OTHER PROPRIETARY RIGHTS.

Intellectual Property Indemnification. Licensor 5.3.1 Subject to the agreed liability cap, QUADIENT will defenddefend the Licensee, at its own expense, against any claim, suit or proceeding legal action brought against Licensee to the extent it is based upon on a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement the Service or Software infringes upon any United States patent, copyright or trade secret an Intellectual Property Right of any a third party. , and QUADIENT will pay any final judgment against Licensee agrees that it shall promptly notify Licensor in writing of any such action attributable to any such claim or action incurred by Licensee through settlement of such claim. 5.3.2 Any and give Licensor full information all claims with respect to any of the Open Source Software, Third-Party Software or Service components shall be subject to their respective license agreements, and assistance QUADIENT disclaims any and all liability with respect to those software programs or components, including but not limited to, any claims of Intellectual Property Right infringement. 5.3.3 Should the Service or any part thereof become, or in connection therewith. Licensor shall have QUADIENT's opinion be likely to become, the sole right to control the defense subject of any such claim or action infringement claim, Licensee shall permit QUADIENT, at QUADIENT's option and expense, to (i) procure for Licensee the sole right to settle or compromise any such claim or action. Provided Licensee complies with continue using the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software isService, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, (ii) replace or modify such Software the Service so as to avoid infringement, that it becomes non-infringing and maintains the same functionality or procure (iii) terminate the right to use the Service, upon which termination Licensee agrees to promptly destroy all copies of the Service and certify the same to QUADIENT, whereupon QUADIENT will refund Licensee’s Fees for the Service pro-rata up to one-hundred (100%) percent of the total amount of the Licensee’s paid Fees for the Services in the prior twelve (12) months. 5.3.4 However, all such defence and payments of final judgment are subject to the conditions that Licensee to continue the use must: (i) notify QUADIENT promptly in writing of such Software. If neither claim, (ii) permit QUADIENT to have sole control of the defence, compromise or settlement of such alternatives isclaim, including any appeals, and (iii) reasonably cooperate with QUADIENT in Licensorthe defence or settlement of such claim. QUADIENT will pay those costs, damages or reasonable attorney’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor incurred by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will in connection with such action or claim but shall only pay Licensee’s legal fees which were incurred by Licensee after Licensee gave QUADIENT notice of the claim and before QUADIENT assumed control of thedefence. 5.3.5 QUADIENT shall have no obligation or liability for any claim of infringement pursuant to this Section (“IP Claim”) to the extent arising as a result of afrom: (i) Licensee’s the combinations, operation, or use of the licensed Software in combination Service supplied under the Agreement with any items product, device, or software not supplied by Licensor where such QUADIENT to the extent the combination is creates the basis of infringement; (ii) the infringement claim; b) any modification of the licensed Software unauthorized use or alteration by Licensee or third partiesits End Users of the Service, or (iii) QUADIENT’s compliance with Licensee’s designs, specifications, requests, or instructions pursuant to an engagement with QUADIENT relating to the Service to the extent the claim of infringement is based on the foregoing; c(iv) the Service was provided on a beta testing, proof of concept, evaluation or “not for resale” basis; or (vi) the IP Claim relates to the use of any version of the Software other than the latest revision current, unaltered release, if such IP Claim would have been avoided by the use of a current unaltered release of the Software if (vii) Customer’s continued use of the latest revision would avoid the infringement; or d) Service despite notification by Quadient to cease such use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSdue to an IP Claim.

Intellectual Property Indemnification. Licensor 9.1 GSE will defend, at its own expense, indemnify Avantium against any claim, loss or liability awarded by final judgment of a court of competent jurisdiction based on a suit that the GSE Products infringe or proceeding brought against Licensee to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon misappropriate any United States patent, copyright copyright, trademark, trade secret, or trade secret of any third partyother proprietary right. Licensee agrees that it Avantium shall promptly notify Licensor GSE in writing of any such claim suit or action and give Licensor full threatened suit. Avantium shall provide GSE all information and reasonable assistance in connection therewith. Licensor shall have the sole right to control for the defense of any such claim or action and the sole right to settle or compromise any such claim or actionsame. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software GSE shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any such claim of infringement arising as a result of a) Licensee’s or misappropriation to the extent that it is based on the use of the licensed Software services and/ or software not specifically supplied by GSE, which have been used in combination with a GSE Product or New Software Products. GSE shall have absolute discretion with respect to the defense and settlement of any items not such suit, legal proceeding, or claim. 9.2 In the event a third party claims that a New Software Product infringes or misappropriates any patent, copyright, trademark, trade secret, or other proprietary right, each party will promptly notify the other party in writing of any such claim. Each party will provide the other party all information and reasonable assistance for the defense of the same. Parties will decide in mutual agreement, how such claim will be dealt with. Each party will bear 50% of all the (legal) costs and (attorney) fees as well as the awarded claims. Avantium shall have no liability for any such costs, fees and claims of infringement to the extent that it is based on the use of services and/ or software added, used or supplied by Licensor where such GSE, which have been used in combination is with a New Software Product. 9.3 If a GSE Product becomes, or if in GSE's sole judgment appear might become subject to a third party infringement claim, GSE in its sole discretion may: i) procure at no cost to Avantium from the basis third party the right to allow Avantium to continue to use the GSE Product ; ii) modify or replace at GSE's own costs that portion of the GSE Product which is alleged to be infringing. In the event the foregoing options are not reasonably practical, GSE, in its sole judgment, may terminate the license for such GSE Product and return to Avantium the license valuation for such GSE Products on the Effective Date of this Agreement, pro rated over a 5 (five) year period from such date. 9.4 If a New Software Product becomes, or if in both parties judgment appear might become subject to a third party infringement claim, both parties shall: i) procure from the third party the right to allow Avantium and GSE to continue the use, distribution and sale of that New Software Product; bii) any modification modify or replace that portion of the licensed that New 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 infringementProduct which is alleged to be infringing; or diii) use in the event that the foregoing options are not reasonably practical, cease and desist the use, distribution and sale of that New Software Product. 9.5 The foregoing states the entire liability of each party with respect to the infringement of any copyrights, patents, trademarks, trade secrets, or other proprietary rights pertaining to the GSE Products and any New Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSProducts.

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

Intellectual Property Indemnification. Licensor will defend20.1 Except as stated herein, Xilinx agrees, at its own expense, any claimto defend, suit hold harmless, and indemnify against claims, demands, or proceeding brought proceedings before a court of competent jurisdiction (collectively “Claims”) instituted against Licensee to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to this Agreement infringes upon any United States patentDistributor, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action its successors and give Licensor full information and assistance in connection therewith. Licensor shall have the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreementassigns, Licensor will pay (“Indemnitees”) from all loss, damages, costs and expenses finally awarded (including reasonable attorney’s fees and costs of establishing rights to indemnification) which may be Note: Confidential treatment has been requested for the portion of this Exhibit 10.1 designated with [* * *]. The copy filed herewith omits the information subject to the confidentiality request. A complete version of this Exhibit has been filed separately. incurred by an Indemnitee based on an alleged infringe­ment by Product of valid patents, copyrights or mask work rights of third parties against Licensee in such action. If such Software isparties, or any alleged disclosure or misuse by Xilinx of trade secrets of a third party in Licensor’s opinion may be, held connection with the design or production of Product. The Indemnitees agree to infringe, Licensor may, at permit Xilinx through its option, replace counsel to defend or modify such Software so as to avoid infringement, or procure settle the right for Licensee to continue the use of such Software. If neither of such alternatives issame, in Licensor’s opinionits sole discretion, commercially reasonableand give Xilinx all necessary information, the infringing Software shall be returned to Licensor assistance and Licensor’s sole liabilityauthority required thereby. If, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of aa Claim, Distributor is enjoined from selling of a Product purchased from Xilinx, Xilinx shall, at its election, (i) Licensee’s use secure for Distributor the right to sell the Product, (ii) provide Distributor with replacement Product that is non-infringing, or (iii) if Xilinx cannot secure such rights or provide such replacement Product on commercially reasonable terms, refund to Distributor the price paid for such Product and discontinue supply of the licensed Software in combination with any items not supplied by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunderProduct. THE FOREGOING THIS SECTION STATES THE ENTIRE LIABILITY OF LICENSOR XILINX AND THE SOLE AND EXCLUSIVE REMEDY OF DISTRIBUTOR WITH RESPECT TO LICENSEE CONCERNING CLAIMS RELATING TO THE PRODUCTS. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, ALL WARRANTIES AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, INCLUDINGSTATUTORY, BUT NOT LIMITED TOEXPRESS, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSOR IMPLIED ARE HEREBY EXPRESSLY DISCLAIMED.

Intellectual Property Indemnification. Licensor will defend, at its own expense, If any claim, third party brings a suit or proceeding brought against Licensee to the extent it that is based upon on a claim that unmodified Licensor-proprietary code licensed the Software, solely as furnished to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action and give Licensor full information and assistance in connection therewith. Licensor shall have the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on constitutes direct infringement of any patent issued by, or copyright registered in, the United states, SPX shall defend such suit or proceeding and shall pay any damages and costs finally awarded therein against Licensee with respect to such matter, provided that Licensee promptly informs SPX of any such claim, furnish SPX with a straight line five copy of each communication, notice or other action relating to the alleged infringement and give SPX the authority, information and assistance necessary to settle, compromise or litigate such suit or proceeding. Following notice of a claim or a threatened or actual suit, SPX may, without obligation to do so, at the sole option of SPX: (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) procure for Licensee the right to continue to use the Software as furnished; (b) replace or modify the Software to make it non-infringing; or (c) discontinue Licensee’s use of license for the licensed Software in combination with any items not supplied and refund to Licensee the license fee that Licensee paid for the specific infringing Software, less a reasonable value for use, determined by Licensor where prorating such combination is license fee on the basis of a thirty six (36) month straight line depreciation method, applied to the period of actual use. SPX shall not be obligated to defend or be liable for costs and damages if the infringement claim; bor claim thereof arises out of: (i) any modification use or combination of the licensed Software with products or data not provided by Licensee or third parties; cSPX, (ii) use of other than the latest revision unmodified release of Software made available to Licensee by SPX if such infringement would have been avoided by the use of such release of Software, (iii) modification of the Software if use of the latest revision would avoid the infringement; or dby anyone but SPX, (iv) use of the Software outside the scope after receiving notice, or having reason to believe, that Software infringes a patent or copyright of a third party, or (v) a claim based on any portion of the license granted hereunderMicrosoft® software that may be included with Software. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTSThe foregoing states Licensee’s exclusive remedy and the entire liability of SPX with respect to infringement by the Software, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSand SPX shall have no liability with respect to any other intellectual property right.

Intellectual Property Indemnification. Licensor Supplier will defenddefend hold harmless and indemnify, including reasonable attorney's fees, Buyer and Buyer Personnel from claims that Supplier's Deliverables or Services infringe the intellectual property rights of a third party. Buyer will provide reasonably prompt notice to Supplier of any such claim received and will allow Supplier to control, and will cooperate with Supplier in the defense of, the claim and settlement negotiations, provided that Buyer may participate in the defense of such claim at its expense. Buyer's failure to give reasonably prompt notice to the Supplier of any claim Buyer receives which may give rise to a right of indemnification hereunder shall relieve the Supplier of any liability which it may have to the Buyer only to the extent the failure to give such notice prejudiced the Supplier. If such a claim has a reasonable likelihood of success and is or is reasonably likely to be made, Supplier will, at its own expense, exercise the first of the following remedies that is reasonably practicable, in the following order of preference: (i) obtain for Buyer the right to continue to use, sell and license the Deliverables and Services consistent with this Agreement; (ii) modify Deliverables and Services so they are non-infringing and in compliance with this Agreement; (iii) replace the Deliverables and Services with non-infringing ones that comply with this Agreement; or (iv) at Buyer's request if the forgoing remedies will not cure the claim within six (6) months, accept the cancellation of infringing Services and the return of [*]=Confidential Treatment Requested--Edited Copies Form Title: Licensed & Developed Works Agreement 5 of 8 Form Release: 8/98 Revision: 11/98 6 LICENSED & DEVELOPED WORKS AGREEMENT [*] [*] infringing Deliverables and refund an amount equal to the amount of the claim (the "Refund Amount") from the amounts paid to Supplier by Buyer. Buyer will deliver to Supplier a certificate setting forth the Refund Amount, together with a brief explanation of Buyer's basis for such Refund Amount. The Refund Amount shall be final and binding on the parties hereto unless, no later than the fifteenth (15th) business day after the delivery of the certificate setting forth the Refund Amount to Supplier, Supplier shall notify Buyer in writing of its objections to the Refund Amount, specifically listing its estimate of the Refund Amount and the basis for its estimate. If Supplier provides such timely notification, Supplier and Buyer shall use their reasonable, good faith efforts to resolve by written agreement such objections. If Supplier and Buyer resolve all such objections, the Refund Amount, as adjusted by Buyer and Supplier, shall be final and binding as the Refund Amount. If Supplier and Buyer are unable to resolve all such objections within thirty (30) days after the timely delivery of Seller's notification of its objections, the remaining objections shall be referred to an independent accounting firm. As promptly as possible and in any claimevent no later than the thirtieth (30th) day after the date of such referral, suit or proceeding brought against Licensee the independent accounting firm shall resolve all such remaining objections in accordance with this Agreement and accounting principles and deliver written notice thereof to Buyer and Seller setting forth its resolution of the objections and its estimate of the Refund Amount. The Refund Amount, after giving effect to the adjustments by Buyer and Seller and the resolution of disputed items by the independent accounting firm, shall be final and binding upon the parties hereto as the Refund Amount. If the independent accounting firm does not provide for an equitable allocation to Seller and Buyer of its fees and expenses, if any, incurred in connection with its resolution of such disputed items, then each of Buyer and Seller shall pay one-half of such fees and expenses. Refund Amounts paid by Supplier to Buyer shall become Buyer's property, free and clear of all encumbrances, provided that Supplier shall not be liable to Buyer with respect to the claim for which Buyer was paid a Refund Amount except to the extent it is based upon a claim that unmodified Licensor-proprietary code licensed damages actually incurred by Buyer (including reasonable attorney's fees) with respect to Licensee pursuant to this Agreement infringes upon any United States patent, copyright or trade secret of any third party. Licensee agrees that it shall promptly notify Licensor in writing of any such claim or action and give Licensor full information and assistance in connection therewith. Licensor shall have exceed the sole right to control the defense of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreement, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor may, at its option, replace or modify such Software so as to avoid infringement, or procure the right for Licensee to continue the use of such Software. If neither of such alternatives is, in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software in combination with any items not supplied by Licensor where such combination is the basis of the infringement claim; b) any modification of the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT AND TRADE SECRET RIGHTSRefund Amount.

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

Intellectual Property Indemnification. Licensor will defend12.1 Seller agrees that it shall, at its own expenseexpense and at its option, defend or settle any claim, suit suit, or proceeding brought against Licensee to Buyer, based on an allegation that the extent it is based upon a claim that unmodified Licensor-proprietary code licensed to Licensee pursuant to Licensed Program furnished under this Agreement infringes upon constitutes a direct or a contributory infringement of any claim of any United States patent, mask work, copyright or trade secret any other intellectual property right. This obligation shall be effective only if Buyer shall have made all payments then due to Seller for the purchase and/or use of any third party. Licensee agrees that it shall the Licensed Programs and if Seller is notified of said allegation promptly notify Licensor in writing and given authority, information, and assistance for the settlement or defense of said claim, suit, or proceeding. If, in any such claim or action and give Licensor full information and assistance in connection therewith. Licensor shall have suit arising from such claim, the sole right to control continued use of the defense Licensed Programs for the purpose intended is enjoined by any court of any such claim or action and the sole right to settle or compromise any such claim or action. Provided Licensee complies with the provisions hereof and is not otherwise in breach of any provision of this Agreementcompetent jurisdiction, Licensor will pay all damages, costs and expenses finally awarded to third parties against Licensee in such action. If such Software is, or in Licensor’s opinion may be, held to infringe, Licensor maySeller shall, at its expense and option, replace or modify such Software so as either: (a) procure for Buyer the right to avoid infringementcontinue using the Licensed Programs, or procure (b) modify the right Licensed Programs so that they become non-infringing, or (c) replace the Licensed Programs or portions thereof so that they become non-infringing, or (d) remove the Licensed Programs and refund the license fee paid by Buyer to purchase the Licensed Programs license (less reasonable depreciation for Licensee use). The foregoing states the entire liability of Seller for intellectual property infringement by the Licensed Programs and is subject to continue any limitation of total liability set forth in this Agreement. 12.2 The preceding subsection 12.1 shall not apply to the use of such Software. If neither of such alternatives is, the Licensed Programs in Licensor’s opinion, commercially reasonable, the infringing Software shall be returned to Licensor and Licensor’s sole liability, in addition to its obligation to reimburse finally awarded damages, costs and expenses set forth above, shall be a credit to Licensee of license fees paid to Licensor by Licensee under this Agreement, as depreciated on a straight line five (5) year basis. Licensor will have no liability for any claim of infringement arising as a result of a) Licensee’s use of the licensed Software in combination conjunction with any items other hardware or software not supplied by Licensor where Seller to the extent that such combination is conjoined use causes the basis alleged infringement. As to any portion of the infringement claim; b) any modification of Licensed Programs or use described in the licensed Software by Licensee or third parties; c) use of other than the latest revision of the Software if use of the latest revision would avoid the infringement; or d) use of the Software outside the scope of the license granted hereunder. preceding sentence, Seller assumes no liability whatsoever for intellectual property rightinfringement. 12.3 THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR TO LICENSEE CONCERNING INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTSINDEMNITY OBLIGATIONS RECITED ABOVE ARE IN LIEU OF ALL OTHER INTELLECTUAL PROPERTY INDEMNITIES WHATSOEVER, INCLUDINGWHETHER ORAL, BUT NOT LIMITED TOWRITTEN, PATENTEXPRESS, COPYRIGHT AND TRADE SECRET RIGHTSIMPLIED OR STATUTORY.