Common use of Intellectual Property Indemnity Clause in Contracts

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any an trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance assistanc and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights copyrights, trademarks or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance Support fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION This Section 13 STATES states MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by 9.1 If a third party alleging makes a claim against SFX that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patentspatent, copyright, or violates trademark or misappropriates any trade secretssecret (“IP Claim”); Viggle will (a) defend SFX against the IP Claim at Viggle’s cost and expense, and (b) indemnify and hold SFX harmless against any and all costs, damages and expenses (including reasonable legal fees) finally awarded against SFX by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Viggle arising out of such IP Claim; provided that Customer gives MSC: that: (i) prompt written SFX promptly notifies Viggle in writing no later than ninety (90) days after SFX’s receipt of notification of a potential claim, provided that any failure to provide such notice of Viggle shall limit Viggle’s foregoing obligations only to the extent that Viggle is prejudiced by such claimdelay; (ii) assistance Viggle may assume sole control of the defense of such claim and information reasonably requested by MSCall related settlement negotiations, provided that SFX may in its sole discretion and cost, participate in its defense through its counsel; and (iii) SFX provides Viggle, at Viggle’s request and expense, with the sole assistance, information and authority necessary to defend and settle such claim. 13.2 perform Viggle’s obligations under this Section. Notwithstanding the provision of Section 13.1foregoing, MSC Viggle shall have no liability for any claim of infringement arising from: based on (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (iiw) the use of other than a current unaltered superseded or altered release of the Software available from MSC, if the infringement would have been avoided by the use of a current unaltered release of the then-current release; Software, (iiix) modifications to the modification of Software by anyone other than Viggle, (y) the use of the Software that were not authorized by MSC or were undertaken at other than in accordance with the request of or direction of Customer; Documentation and this Agreement and Technical Requirements, or (ivz) Customer’s use of the Software in a manner that does combination with any other software, hardware or data where in the absence of such combination the Software would not comply with this Agreementhave been infringing. 13.3 9.2 If the Software becomesis held to infringe or is believed by Viggle to infringe, or in MSC’s opinion is likely to become, Viggle shall have the subject of an infringement claim, MSC mayoption, at its sole option and expense, either: to (ia) substitute replace or modify the Software to be non-infringing software infringing, or (b) obtain for SFX a license to continue using the Software. If it is not commercially reasonable to perform either of substantially similar functionality; (ii) modify the foregoing options, then Viggle may terminate the Software license for the infringing Software so and refund the license fees paid for those Software and fees for any Services that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right directly relate to continue use of such Software; or (iv) if none Software upon return of the foregoing is commercially feasibleSoftware by SFX. Except in the case of Viggle’s breach of Section 7.3(b), MSC will take back this Section 9.2 states Viggle’s entire liability and SFX’s exclusive remedy for any claim of infringement provided that Viggle covers the Software involved, and grant Customer a refund or credit for the unused portion out of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONSpocket costs incurred by SFX in any such action.

Intellectual Property Indemnity. 13.1 MSC Hexagon shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSCHexagon: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSCHexagon; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC Hexagon shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSCHexagon, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSCHexagon, if the infringement would have been avoided by the use of the then-then- current release; (iii) modifications to the Software that were not authorized by MSC Hexagon or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSCHexagon’s opinion is likely to become, the subject of an infringement claim, MSC Hexagon may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSCHexagon's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC Hexagon will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC Hexagon for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSCHEXAGON'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; , provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: infringement (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; ; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; ; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance Support fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim.party 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance Support fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend 17.1 CIPHR will indemnify and hold the Customer harmless from against all losses, liabilities, costs (including legal costs on an indemnity basis) and against expenses arising out of or in connection with any claim(s) brought against Customer claim made by a third party alleging under English law that the Software use by the Customer or any portion thereof as furnished under this Agreement and used within the scope a Customer User of the licenses granted to Customer infringes Software infringes, any copyrights or U.S. patents, or violates any trade secrets; third party Intellectual Property provided that Customer gives MSC: (i) prompt written notice the Customer: 17.1.1 shall notify CIPHR in writing without undue delay and providing reasonable details of such action or claim; , as soon as they become aware of it; 17.1.2 allows CIPHR to have exclusive conduct (iiat CIPHR’S expense) of the defence of such action or claim and/or negotiations for a settlement or compromise 17.1.3 shall give CIPHR (at the reasonable expense of CIPHR) all reasonable necessary assistance as and information reasonably when requested by MSC; and (iii) CIPHR in the sole authority to defend and settle defence settlement or compromise of such action or claim. 13.2 Notwithstanding the provision of Section 13.1, MSC 17.2 CIPHR shall have no liability for to defend any infringement arising action or claim or Indemnify the Customer in connection with any IPR Infringement to the extent the same arises from: (i) 17.2.1 the integration combination, connection, operation or combination use of the Software together with any other software, software hardware or materials not supplied or products not integrated approved for such combination connection operation or combined use by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release CIPHR 17.2.2 any breach of the Software available from MSC, if Customer’s obligations under this Agreement 17.3 Where a court grants a final injunction in connection with an IPR Infringement which prevents the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, CIPHR shall be entitled at its sole own expense and option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify to 17.3.1 procure for the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, Customer the right to continue use of such using the Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back 17.3.2 modify the Software involved, and grant Customer a refund or credit for so that the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for same is no longer an IPR Infringement without material diminution in software functionality 17.3.3 replace the Software involved, using with software which is not an IPR Infringement provided that such replacement does not entail a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.material diminution in software functionality

Intellectual Property Indemnity. 13.1 MSC Hexagon shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a an unaffiliated third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes a patent of the United States, Japan, or a member state of the European Patent Organization, or a copyright in any copyrights or U.S. patentscountry, or violates any trade secrets; provided that Customer gives MSCHexagon: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSCXxxxxxx; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC Hexagon shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSCHexagon, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSCHexagon, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC Hexagon or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSCHexagon’s opinion is likely to become, the subject of an infringement claim, MSC Hexagon may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSCHexagon's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC Hexagon will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance Support fees actually paid to MSC Hexagon for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSCXXXXXXX'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

Intellectual Property Indemnity. 13.1 MSC shall, 8.1 GDSC agrees to defend and/or handle at its own expense expense, any claim or action against MON, its affiliates and/or their respective officers, directors, employees and subject agents for actual or alleged infringement of any Intellectual Property Right, based upon the Software or Documentation furnished hereunder by GDSC or based on MON's use thereof. GDSC further agrees to the terms of this Agreement indemnify, defend indemnify and hold Customer MON harmless from and against any claim(sand all liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees) brought against Customer by a third party alleging that associated with any such claim or action. GDSC shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing. 8.2 If any Software or any portion thereof as Documentation furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomeshereunder become, or in MSC’s GDSC's opinion is are likely to become, the subject of an infringement claimany such claim or action, MSC maythen, GDSC, at its sole option and expense, expense may either: (ia) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain procure for Customer, at MSC's expense, MON the right to continue using same as contemplated hereunder; (b) modify same to render same non-infringing (provided such modification does not adversely affect MON's use of such Softwareas contemplated hereunder); or (ivc) if none replace same with equally suitable, functionally equivalent, compatible, non-infringing products, materials and/or services. 8.3 GDSC will have no liability for any claim alleging infringement of any Intellectual Property Right that results from the (a) use of other than the then-latest Update of the foregoing is commercially feasibleSoftware, MSC will take back solely to the extent such infringement could have been avoided by use of the then-latest Update of the Software, and such then-latest Update had been made available to MON at no additional charge or pursuant to Section 6.6, but MON, after having been notified by GDSC of actual or possible infringement, chose to continue to use the prior Update, (b) modification of the Software involvedmade by any party other than GDSC or GDSC's designee, and grant Customer (c) unauthorized use of a refund combination of the Software with other materials not provided by GDSC that is inconsistent with the Documentation therefor, or credit for (d) use of the unused portion Software outside the scope of the license fee and associated unused Maintenance fees actually paid to MSC for granted under this Agreement without the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). prior written consent of an officer of GDSC. 8.4 THE FOREGOING PROVISIONS IN THIS SECTION 13 STATES MSC'S 8 STATE THE ENTIRE LIABILITY AND CUSTOMER'S SOLE OBLIGATIONS OF GDSC, AND THE EXCLUSIVE REMEDY FOR OF MON, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT CLAIMS OF ANY INTELLECTUAL PROPERTY RIGHT BY THE SOFTWARE OR DOCUMENTATION, AND ACTIONS(B) ANY BREACH OF THE WARRANTY IN SECTION 7.1(d).

Intellectual Property Indemnity. 13.1 MSC Hexagon shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a an unaffiliated third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSCHexagon: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSCHexagon; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC Hexagon shall have no liability for any infringement arising from: : (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSCHexagon, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSCHexagon, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC Hexagon or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSCHexagon’s opinion is likely to become, the subject of an infringement claim, MSC Hexagon may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSCHexagon's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC Hexagon will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC Hexagon for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSCHEXAGON'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

Intellectual Property Indemnity. 13.1 MSC 10.1 Licensor shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer Licensee harmless from and against any claim(s) brought against Customer Licensee by a an unaffiliated third party alleging that the Software Licensed Materials or any portion thereof as furnished under this Agreement and used within the scope of the licenses license granted to Customer Licensee infringes any copyrights or U.S. patentsa patent of the United States, Japan, or violates a member state of the European Patent Organization, or a copyright in any trade secrets; country, provided that Customer Licensee gives MSCLicensor: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSCXxxxxxxx; and (iii) the sole authority to defend and settle such claim. 13.2 10.2 Notwithstanding the provision of Section 13.110.1, MSC Licensor shall have no liability for any infringement arising from: (i) the integration or combination of the Software Licensed Materials together with other software, materials or products not integrated or combined by MSCLicensor, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software Licensed Materials available from MSCLicensor, if the infringement would have been avoided by the use of the then-current unaltered release; (iii) modifications to the Software Licensed Materials that were not authorized made by MSC Licensor or were undertaken at the request of or direction of CustomerLicensee; or (iv) CustomerLicensee’s use of the Software Licensed Materials in a manner that does not comply with this Agreement; (v) Third Party Content; or (vi) APIs. 13.3 10.3 If the Software becomesLicensed Materials become, or in MSCLicensor’s opinion is are likely to become, the subject of an infringement claim, MSC Licensor may, at its sole option and expense, either: (i) substitute non-infringing software Licensed Materials of substantially similar functionality; (ii) modify the infringing Software Licensed Materials so that it they no longer infringes infringe but remains substantially remain similar in functionally; (iii) obtain for CustomerLicensee, at MSC's Licensor’s expense, the right to continue use of such SoftwareLicensed Materials; or (iv) if none of the foregoing is commercially feasible, MSC Licensor will take back the Software Licensed Materials involved, and grant Customer Licensee a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC Licensor for the Software Licensed Materials involved, using a straight line amortization over sixty thirty-six (6036) months from initial delivery for any Paid-up License(s)License. THIS SECTION 13 10 STATES MSC'S LICENSOR’S ENTIRE LIABILITY AND CUSTOMER'S LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

Intellectual Property Indemnity. 13.1 MSC 14.1 FEV shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer the Licensee harmless from and against any claim(s) brought against Customer the Licensee by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer the Licensee infringes any copyrights copyrights, trademarks or U.S. patents, or violates any trade secrets; provided that Customer the Licensee gives MSCFEV: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSCFEV; and (iii) the sole authority to defend and settle such claim. 13.2 14.2 Notwithstanding the provision of Section 13.1section 14.1, MSC FEV shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSCFEV, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSCFEV, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC FEV or were undertaken at the request of or direction of Customerthe Licensee; or (iv) Customer’s Licensee's use of the Software in a manner that does not comply with this Agreement. 13.3 14.3 If the Software becomes, or in MSC’s FEV's opinion is likely to become, the subject of an infringement claim, MSC FEV may, at its sole option and expense, either: (i) substitute non-non- infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.;

Intellectual Property Indemnity. 13.1 MSC shallProofpoint will (i) defend and indemnify Customer against any suit or proceeding by a third party to the extent based on a rightful claim that the applicable Proofpoint Product(s) in the form created and provided by Proofpoint and sold to Customer pursuant to this Schedule (the “Indemnified Product(s)”) directly infringes any valid U.S. patent or U.S. copyright, or misappropriates any valid trade secret enforceable under the laws of the United States or a jurisdiction thereof, and (ii) pay any damages finally awarded in such suit or proceeding as a result of such claim (or pay any settlement of such claim), provided that Customer will promptly notify Proofpoint in writing of the third party claim, suit or proceeding (in any event, within thirty (30) days after Customer becomes aware or reasonably should have been aware of such claim); authorizes and allows Proofpoint to have sole control of the defense and/or settlement of the claim; and provides any information, assistance and other cooperation reasonably requested by Proofpoint in connection with the claim, suit or proceeding. In the event of a claim relating to an Indemnified Product, Proofpoint will, at its own expense sole option and subject expense: (a) procure for Customer the right to use the Indemnified Products under the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claimSchedule; (iib) assistance replace or modify the Indemnified Products to be (or to make it more likely to be) non-infringing; or (c) if the foregoing options are not reasonably practicable, then Proofpoint may terminate Customer’s rights to use Indemnified Products and information reasonably requested refund all amounts paid by MSC; and (iii) Customer to Proofpoint attributable to Customers’ future usage or access to the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC Indemnified Products hereunder. Proofpoint shall have no liability for for, and the aforementioned Proofpoint obligations shall not apply to any infringement arising from: claim based on or relating to (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii1) the use of the Indemnified Products in combination with any other than a current unaltered release of the Software available from MSCproduct, service or device, if the such infringement claim would have been avoided by the use of the then-current releaseIndemnified Products without such other product, service or device; (iii2) modifications any modification or adaptation to the Software Indemnified Products; (3) use of an Indemnified Products other than as expressly authorized pursuant to this Schedule or pursuant to applicable Proofpoint Documentation; (4) use of the Indemnified Products by Customer after Proofpoint has made available to Customer a modified version or replacement for the Indemnified Products or has provided notice to Customer that were not authorized by MSC a claim of infringement has been or were undertaken at may be made with respect to the request of or direction of CustomerIndemnified Product; or (iv5) specifications, instructions, features, functions or designs or other elements provided by or requested by Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the . The foregoing is commercially feasible, MSC will take back the Software involved, sole and grant exclusive remedy of Customer a refund and the entire liability of Proofpoint with respect to any infringement or credit for the unused portion claim of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONSinfringement of any third party intellectual property right.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's ’s expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to presente Contrato. Exceto quando de outra forma previsto no presente Contrato, este Contrato pode ser rescindido das seguintes formas: (i) por xxx xxx partes mediante notificação por escrito com antecedência xx xxxxxx (30) xxxx quando ocorrer uma violação substancial pela outra parte de suas obrigações nos termos do presente Contrato se tal violação não for sanada até o final do período de notificação, ficando estabelecido, no entanto, que não será aplicado qualquer período para sanar em relação a qualquer violação substancial das Seções 3, 4, 5 e 14 deste Contrato pelo Cliente e a MSC pode rescindir este Contrato imediatamente mediante notificação por escrito; ou (ii) pela MSC se o Cliente xxxxx xxx cessão geral em benefício de seus credores, for the Software involvedobjeto de uma petição de falência involuntária, using ou estiver sujeito a straight line amortization over sixty processos de insolvência ou dissolução a menos que o Cliente seja liberado de tais processos no prazo de noventa (6090) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONSxxxx.

Intellectual Property Indemnity. 13.1 MSC 13.01 XXXXXXX INC. shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer End-User harmless from and against any claim(s) brought against Customer End-User by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer End-User infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer End-User gives MSCXXXXXXX INC.: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSCXXXXXXX INC.; and (iii) the sole authority to defend and settle such claim. 13.2 13.02 Notwithstanding the provision of Section 13.113.01, MSC XXXXXXX INC. shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSCXXXXXXX INC., if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSCXXXXXXX INC., if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC XXXXXXX INC. or were undertaken at the request of or direction of CustomerEnd-User; or (iv) CustomerEnd-User’s use of the Software in a manner that does not comply with this Agreement. 13.3 13.03 If the Software becomes, or in MSCXXXXXXX INC.’s opinion is likely to become, the subject of an infringement claim, MSC XXXXXXX INC. may, at its sole option and expense, either: : (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; functionality; (iii) obtain for CustomerEnd-User, at MSC's XXXXXXX INC.’s expense, the right to continue use of such Software; or or (iv) if none of the foregoing is commercially feasible, MSC XXXXXXX INC. will take back the Software involved, and grant Customer End-User a refund or credit for the unused portion of the license fee fees and associated unused Maintenance fees actually paid to MSC XXXXXXX INC. for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S XXXXXXX INC.’S ENTIRE LIABILITY AND CUSTOMER'S END-USERS SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-then- current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasiblemodo sujeito a processo de insolvência ou dissolução, MSC will take back the Software involved, and grant Customer a refund or credit exceto se o Cliente for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty xxxxxxxx xxxxx processo em 90 (60noventa) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONSxxxx.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, 9.1 Zinc shall defend and hold indemnify Customer harmless from and against any claim(sloss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope use of the licenses granted to Customer Service as contemplated hereunder infringes any copyrights or U.S. patentsthe intellectual property rights of such third party, or violates any trade secrets; provided that Customer (a) promptly gives MSC: written notice of the Claim to Zinc; (b) gives Zinc sole control of the defense and settlement of the Claim (provided that Zinc may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) provides to Zinc, at Zinc's expense, all reasonable assistance. 9.2 In the event of a Claim Zinc will, at its sole option and expense: (i) prompt written notice procure for Customer the right to continue using the Service under the terms of such claimthis Agreement; (ii) assistance and information reasonably requested by MSCreplace or modify the Service to be non-infringing without material decrease in functionality; and or (iii) if the sole authority to defend foregoing options are not reasonably practicable, terminate the license for the infringing the Service and settle such claimrefund Customer all prepaid fees for the remainder of its subscription term after the date of termination. 13.2 Notwithstanding the provision of Section 13.1, MSC 9.3 Zinc shall have no liability for any infringement arising from: Claim to the extent the Claim is based upon (i) the integration or combination use of the Software together Service in combination with any other softwareproduct, materials service or products device not integrated furnished, recommended or combined approved by MSCZinc, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement Claim would have been avoided by the use of the then-current releaseService, without such product, service or device; (ii) modifications to the Service made by a party other than Zinc if a Claim would not have occurred but for such modifications; (iii) modifications Customer’s failure to use updated or modified version of the Software that were not authorized Service provided by MSC or were undertaken at the request of or direction of CustomerZinc to avoid a Claim; or (iv) Customer’s use of the Software Service other than in a manner that does not comply accordance with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). 9.4 THE PROVISIONS OF THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S 9 SET FORTH ZINC’S SOLE AND EXCLUSIVE REMEDY FOR OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT CLAIMS AND ACTIONSOR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-then- current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONSDocumentação e imediatamente desinstalar e apagar todo Software e a Documentação (e códigos de autorização correlatos) de todos os computadores do Cliente. Dentro de 15 (quinze) xxxx após a rescisão, o Cliente devolverá ou destruirá (à opção exclusiva da MSC) todos os originais e cópias do Software (e códigos de autorização correlatos) e da Documentação, e a pedido da MSC, certificará por escrito ter devolvido ou destruído (conforme aplicável) todos os referidos originais e cópias. A rescisão do presente Contrato não liberará o Cliente de qualquer obrigação acumulada até a data da rescisão. As disposições que subsistirão à rescisão deste Contrato incluem as disposições que constam das Cláusulas 5, 6.4, 9, 10, 11, 12, 13, 14, 15, 16 e outras que por sua natureza devam subsistir.

Intellectual Property Indemnity. 13.1 MSC shall(a) LimePoint will: (i) defend or, at its own expense option, settle any demand, claim, action, suit or proceeding brought against Licensee or any End User (the “Indemnified Parties”) alleging that any part of the Software (the “Infringing Items”) infringes a patent, or any copyright, trade secret or other third party Intellectual Property Rights (IP Claim); and (ii) pay any damages finally awarded against the Indemnified Party or payable by the Indemnified Party under a settlement approved by LimePoint. (b) LimePoint may (at its option) modify or replace any Infringing Items to ensure they are no longer “Infringing Items” (so long as those items have substantially the same functionality) or procure the rights for the Indemnified Parties to use the Infringing Items. If either of those options are not commercially viable for LimePoint, then if requested by LimePoint, the Licensee must cease using and subject return the Infringing Items to LimePoint and LimePoint will repay any relevant fees referable to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope unexpired Term of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: Order. (c) The indemnity in this clause 14 will not apply: (i) where the Indemnified Parties have failed to provide prompt written notice to LimePoint of such claim; the IP Claim; (ii) assistance and information reasonably requested by MSC; and to the extent the Indemnified Party has admitted liability or otherwise compromised LimePoint’s ability to defend the IP Claim; (iii) to the sole authority extent that the Indemnified Party does not provide LimePoint with control of any defence or settlement negotiations; (iv) to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) extent the integration IP Claim is caused or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided contributed to by the use of the then-current releaseSoftware in breach of this agreement, in a manner not contemplated in the Documentation or in combination with another product or software; (v) to any modification of the Software by a party other than LimePoint; or (iiivi) modifications to if the IP Claim would have been avoided if the Indemnified Party had used a more recent version of the Software that were was not authorized infringing. (d) Licensee agrees to provide any reasonable assistance requested by MSC or were undertaken at LimePoint in defending an IP Claim. (e) This clause 14 sets out the request of or direction of Customer; or (iv) Customer’s use sole remedy of the Software Indemnified Parties in a manner connection with any IP Claim. The Licensee agrees to ensure that does not comply each Indemnified Party complies with this Agreementclause 14. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) to the extent permitted by applicable law, the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights copyrights, trademarks or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-then- current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance Support fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION This Section 13 STATES states MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS's entire liability and Customer's sole and exclusive remedy for infringement claims and actions.

Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject Subject to the terms of this Agreement indemnifySection 5.3, defend and hold Customer harmless from and against any claim(s) if an action is brought against Customer by S3D claiming that any Product sold hereunder (except for a third party alleging that the Software or any portion thereof VDI Product), when used as furnished permitted under this Agreement Agreement, infringes a registered copyright or trademark or misappropriates a trade secret, Overland shall defend S3D at Overland’s expense and used within pay all damages and costs (including reasonable attorneys’ fees) incurred by S3D associated with the scope of infringement or misappropriation action for the licenses granted to Customer infringes any copyrights or U.S. patentsallegedly infringing Products, or violates any trade secrets; provided that Customer gives MSC: but only if (i) prompt written notice of such claim; S3D notifies Overland promptly upon learning that the claim might be or has been asserted, (ii) assistance Overland has sole control over the defense of the claim and information reasonably requested by MSC; any negotiation for its settlement or compromise and (iii) S3D fully cooperates with Overland in the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration defense or combination settlement of the Software together with other softwareclaim. If such a claim may be or has been asserted, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC mayS3D shall permit Overland, at its sole Overland’s option and expense, either: to (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, procure the right to continue use of such Software; using the Product, (ii) replace or modify the Product to eliminate the infringement or misappropriation while providing functionally equivalent performance, or (iviii) if none accept the return of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer Product in exchange for a refund or credit for the unused portion of the license fee and associated unused Maintenance fees price that S3D actually paid to MSC Overland for such Product. Notwithstanding the Software involvedforegoing, Overland shall have no obligation or liability under this Section 5.3 if the claim results from (collectively (a) – (e), the “Excluded Claims”): (a) a modification of such Product not performed by Overland or its specifically authorized representative, which may include S3D hereunder, (b) S3D’s or end-user customer’s failure to promptly install an updated maintenance release or version of the Product that would have eliminated the actual or alleged infringement or misappropriation, (c) the combination, use or operation of the Product with third party products not provided by Overland, (d) any modifications of the Product performed by S3D for non-standard features or functionality in connection with professional services or otherwise at S3D’s or its client’s request, or (e) any features or functionality designed or implemented by Overland using a straight line amortization or incorporating S3D’s specifications. S3D shall defend Overland at S3D’s expense and pay all damages and costs (including reasonable attorneys’ fees) incurred by Overland associated with any Excluded Claim, but only if (i) Overland notifies S3D promptly upon learning that the claim might be or has been asserted, (ii) S3D has sole control over sixty the defense of the claim and any negotiation for its settlement or compromise and (60iii) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONSOverland fully cooperates with S3D in the defense or settlement of the claim.