Common use of Intellectual Property Indemnity Clause in Contracts

Intellectual Property Indemnity. 12.1 Notwithstanding the provisions of Section 11 hereof, Xxxxxx Xxx shall indemnify and hold harmless Licensee and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, from and against any Losses which arise out of or result from any third-party claim that Xxxxxx Xxx does not have sufficient right, title or interest in the Licensed Materials to enter into the Agreement or that the Licensed Materials owned by Xxxxxx Xxx infringe a United States (a) patent in existence on the date of access, (b) copyright, (c) trademark, (d) trade secret, or (e) other United States intellectual property right of any third party. 12.2 In the event that any such claim is made, or in Fannie Mae's opinion is likely to be made, Xxxxxx Xxx reserves the right, in its sole discretion, as applicable, (a) to procure for Licensee the right to continue to access and use the Licensed Application and/or the Documentation, (b) to replace the Licensed Application and/or the Documentation to avoid infringement, (c) to modify the Licensed Application and/or the Documentation to avoid infringement, or (d) to terminate the relevant license(s) and Schedule(s) without further cost, charge, liability or penalty to Xxxxxx Xxx relating to such termination. 12.3 Xxxxxx Xxx and its Third-Party Licensors shall have no obligation to the extent that any claim of infringement is based upon Licensee's (a) access or use of the Licensed Application or the Documentation in violation of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, in the absence of such integration, modification or marking, the Licensed Application or Documentation would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of the Licensed Application or the Documentation in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing, (d) use of a superseded version of the Licensed Application or the Documentation if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxx, (e) use of the Licensed Application or the Documentation in practicing any infringing process, (f) use of the Licensed Application in a manner for which it was not designed, (g) activities after Xxxxxx Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement, (h) designs, specifications or instructions, or (i) use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of Section 9.1. 12.4 THE PROVISIONS SET FORTH IN THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY OF WARRANTY, INDEMNITY OR OTHERWISE.

Intellectual Property Indemnity. 12.1 Notwithstanding 13.1 MSC shall, at its own expense and subject to the provisions terms of Section 11 hereofthis Agreement indemnify, Xxxxxx Xxx shall indemnify defend and hold Customer harmless Licensee and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, from and against any Losses which arise out of or result from any third-claim(s) brought against Customer by a third party claim that Xxxxxx Xxx does not have sufficient right, title or interest in the Licensed Materials to enter into the Agreement or alleging that the Licensed Materials owned Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by Xxxxxx Xxx infringe a United States MSC; and (aiii) patent in existence on the date sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of accessSection 13.1, (b) copyright, (c) trademark, (d) trade secret, or (e) other United States intellectual property right of any third party. 12.2 In the event that any such claim is made, or in Fannie Mae's opinion is likely to be made, Xxxxxx Xxx reserves the right, in its sole discretion, as applicable, (a) to procure for Licensee the right to continue to access and use the Licensed Application and/or the Documentation, (b) to replace the Licensed Application and/or the Documentation to avoid infringement, (c) to modify the Licensed Application and/or the Documentation to avoid infringement, or (d) to terminate the relevant license(s) and Schedule(s) without further cost, charge, liability or penalty to Xxxxxx Xxx relating to such termination. 12.3 Xxxxxx Xxx and its Third-Party Licensors MSC shall have no obligation to liability for any infringement arising from: (i) the extent that any claim of infringement is based upon Licensee's (a) access integration or use combination of the Licensed Application Software together with other software, materials or products not integrated or combined by MSC, if the Documentation in violation of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, infringement would have been avoided in the absence of such integration, modification integration or marking, combination; (ii) the Licensed Application or Documentation would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of other than a current unaltered release of the Licensed Application or the Documentation in combination with other software, documentation, hardware or dataSoftware available from MSC, if use without such software, documentation, hardware or data the infringement would not be infringing, (d) use of a superseded version of the Licensed Application or the Documentation if infringement could have been avoided by the use of the then-current version provided release; (iii) modifications to the Software that were not authorized by Xxxxxx Xxx, MSC or were undertaken at the request of or direction of Customer; or (eiv) Customer’s use of the Licensed Application or the Documentation in practicing any infringing process, (f) use of the Licensed Application Software in a manner for which it was that does not designed, (g) activities after Xxxxxx Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement, (h) designs, specifications or instructionscomply 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 any markssuch Software; or (iv) if none of the foregoing is commercially feasible, including without limitation Xxxxxx MaeMSC 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 Marks, in violation of Section 9.1entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 12.4 THE PROVISIONS SET FORTH IN THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT13.4 With the exception of claims based on malice, WHETHER UPON THE THEORY OF WARRANTY, INDEMNITY OR OTHERWISEany 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. 12.1 Notwithstanding 13.1 MSC shall, at its own expense and subject to the provisions terms of Section 11 hereofthis Agreement indemnify, Xxxxxx Xxx shall indemnify defend and hold Customer harmless Licensee and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, from and against any Losses which arise out of or result from any third-claim(s) brought against Customer by a third party claim that Xxxxxx Xxx does not have sufficient right, title or interest in the Licensed Materials to enter into the Agreement or alleging that the Licensed Materials owned Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by Xxxxxx Xxx infringe a United States MSC; and (aiii) patent in existence on the date of access, (b) copyright, (c) trademark, (d) trade secret, or (e) other United States intellectual property right of any third partysole authority to defend and settle such claim. 12.2 In 13.2 Notwithstanding the event that any such claim is madeprovision of Section 13.1, or in Fannie Mae's opinion is likely to be made, Xxxxxx Xxx reserves the right, in its sole discretion, as applicable, (a) to procure for Licensee the right to continue to access and use the Licensed Application and/or the Documentation, (b) to replace the Licensed Application and/or the Documentation to avoid infringement, (c) to modify the Licensed Application and/or the Documentation to avoid infringement, or (d) to terminate the relevant license(s) and Schedule(s) without further cost, charge, liability or penalty to Xxxxxx Xxx relating to such termination. 12.3 Xxxxxx Xxx and its Third-Party Licensors MSC shall have no obligation to liability for any infringement arising from: (i) the extent that any claim of infringement is based upon Licensee's (a) access integration or use combination of the Licensed Application Software together with other software, materials or products not integrated or combined by MSC, if the Documentation in violation of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, infringement would have been avoided in the absence of such integration, modification integration or marking, combination; (ii) the Licensed Application or Documentation would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of other than a current unaltered release of the Licensed Application or the Documentation in combination with other software, documentation, hardware or dataSoftware available from MSC, if use without such software, documentation, hardware or data the infringement would not be infringing, (d) use of a superseded version of the Licensed Application or the Documentation if infringement could have been avoided by the use of the then-current version provided release; (iii) modifications to the Software that were not authorised by Xxxxxx Xxx, MSC or were undertaken at the request of or direction of Customer; or (eiv) Customer’s use of the Licensed Application or the Documentation in practicing any infringing process, (f) use of the Licensed Application Software in a manner for which it was that does not designed, (g) activities after Xxxxxx Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement, (h) designs, specifications or instructionscomply 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 any markssuch Software; or (iv) if none of the foregoing is commercially feasible, including without limitation Xxxxxx MaeMSC 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 Marks, in violation of Section 9.1entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 12.4 THE PROVISIONS SET FORTH IN THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY OF WARRANTY, INDEMNITY OR OTHERWISE.

Intellectual Property Indemnity. 12.1 Notwithstanding 11.1.1.1 AMBI agrees, at its own expense, to defend or, at its option, to settle, any claim or action brought against BIO to the provisions extent it is based on a claim that BIO's use of the LICENSED PRODUCTS (which term for all purposes of this Section 11 hereof11.1 does not include any product which either (A) is not claimed in an issued patent referred to in Section 1.7 or (B) if claimed in an issued patent referred to in Section 1.7, Xxxxxx Xxx shall is combined with or uses products, processes or materials which are not the subject matter of any such claim) or PATENTED TECHNOLOGY (which term for all purposes of this Section 11.1 does not include any PATENTED TECHNOLOGY (as defined in Section 1.7) which relates to the manufacture or use of any product other than LICENSED PRODUCTS as defined for the purposes of this Section 11.1) in accordance with the scope of this Agreement infringes or violates any United States patent, United States copyright, trademark, trade secret or other intellectual property right of a third party, and will indemnify and hold BIO harmless Licensee and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, from and against any Losses which arise out of or result from any third-party claim that Xxxxxx Xxx does not have sufficient rightdamages, title or interest in the Licensed Materials to enter into the Agreement or that the Licensed Materials owned by Xxxxxx Xxx infringe a United States (a) patent in existence on the date of access, (b) copyright, (c) trademark, (d) trade secret, or (e) other United States intellectual property right costs and fees of any third party. 12.2 In kind whatsoever incurred (including reasonable attorneys' fees) that are attributable to such claim or action. BIO agrees that AMBI shall have the event that foregoing obligation only if BIO provides AMBI with: (i) prompt written notification of the claim or action; (ii) sole control and authority over the defense or settlement thereof (and will consult with BIO with respect thereto to the extent reasonably practicable); and (iii) all available information, assistance and authority to settle and/or defend any such claim is madeor action (all at AMBI's sole cost and expense). BIO shall have the right, at its expense, to participate in any such claim through counsel of its choice. 11.1.1.2 If any LICENSED PRODUCTS or PATENTED TECHNOLOGY becomes, or in Fannie Mae's the opinion of AMBI is likely to be madebecome, Xxxxxx Xxx reserves the rightsubject of an infringement claim or action, in its sole discretionAMBI may procure, as applicableat no cost to BIO, (a) to procure for Licensee the right to continue to access and use using the Licensed Application and/or the DocumentationLICENSED PRODUCTS or PATENTED TECHNOLOGY. If BIO is enjoined, (b) to replace the Licensed Application and/or the Documentation to avoid infringement, (c) to modify the Licensed Application and/or the Documentation to avoid infringement, or (d) to terminate the relevant license(s) and Schedule(s) without further cost, charge, liability or penalty to Xxxxxx Xxx relating to such termination. 12.3 Xxxxxx Xxx and its Third-Party Licensors shall have no obligation to the extent that any claim of infringement is based upon Licensee's (a) access or use of the Licensed Application or the Documentation in violation of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, in the absence of such integration, modification or marking, the Licensed Application or Documentation would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of the Licensed Application or the Documentation in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing, (d) use order of a superseded version court or other governmental body, from using the LICENSED PRODUCTS or PATENTED TECHNOLOGY as contemplated by this Agreement as a result of the Licensed Application an infringement claim or the Documentation if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxxaction, (e) use of the Licensed Application or the Documentation in practicing any infringing processthen AMBI may, (f) use of the Licensed Application in a manner for which it was not designed, (g) activities after Xxxxxx Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement, (h) designs, specifications or instructions, or at its sole option: (i) use procure, at no cost to BIO, the right to continue using the LICENSED PRODUCTS or PATENTED TECHNOLOGY; (ii) replace or modify the LICENSED PRODUCTS or PATENTED TECHNOLOGY to render it noninfringing, provided there is no material loss of any marks, including without limitation Xxxxxx Mae's Marksutility; or (iii) if, in violation AMBI's reasonable opinion, neither (i) nor (ii) are commercially feasible terminate the license and refund the amounts BIO paid for such LICENSED PRODUCTS or PATENTED TECHNOLOGY. Except as provided in Section 11.1.1.1, the foregoing provisions of this Section 9.111.1. 12.4 THE PROVISIONS SET FORTH IN THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY OF WARRANTY, INDEMNITY OR OTHERWISE.

Intellectual Property Indemnity. 12.1 Notwithstanding the provisions of Section 11 hereofXxxx Video agrees to defend, Xxxxxx Xxx shall indemnify and hold harmless Licensee and from final damages awarded by a court of competent jurisdiction (hereinafter referred to as the “Losses”), which Licensee, or any of its affiliates, partners, officers, employees, officers or directors, agentsmay incur, contractorssuffer or become liable for as a result of, representativesor in connection with, successors and assigns, as such, from and against any Losses which arise out of or result from any third-third party claim that Xxxxxx Xxx does not have sufficient right, title or interest in asserted against Licensee to the Licensed Materials to enter into the Agreement or extent such claim is based on a contention that the Licensed Materials owned by Xxxxxx Xxx infringe a United States (a) patent in existence on the date of accessSoftware, (b) copyrightDocumentation or any portion thereof, (c) trademarkinfringes any valid, (d) registered, enforceable patents, copyrights, trade secretsecrets, trademarks or (e) other United States intellectual property right rights of any third party. 12.2 In , provided that (a) the allegedly infringing Software or Documentation has been used within the scope of and in accordance with the terms of this Agreement, and (b) Licensee notifies Xxxx Video in writing of such claim within ten (10) days of a responsible officer of Licensee becoming aware of such claim. If the Software, Documentation or any portion thereof is held to constitute an infringement of a third party’s intellectual property rights, and use thereof is enjoined, Xxxx Video shall, at its election and expense, either (i) procure the right to use the infringing element of the Software or Documentation; or (ii) replace or modify the element of the Software or Documentation so that the infringing portion is no longer infringing and still performs the same function without any material loss of functionality. Xxxx Video shall make every reasonable effort to correct the situation with minimal effect upon the operations of Licensee. Notwithstanding the above, Xxxx Video reserves the right to terminate this Agreement and the License granted hereunder on immediate notice to Licensee, and without liability to Licensee, in the event that any such claim is madethe Software or Documentation constitutes or may, or in Fannie Mae's opinion is likely to be madeXxxx Video’s determination, Xxxxxx Xxx reserves constitute, an infringement of the rightrights of a third party that Xxxx Video, in its sole discretion, as applicable, (a) does not consider to procure for Licensee the right to continue to access and use the Licensed Application and/or the Documentation, (b) to replace the Licensed Application and/or the Documentation to avoid infringement, (c) to modify the Licensed Application and/or the Documentation to avoid infringementbe affordably remediable. Either party may terminate this Agreement immediately should any Software become, or (d) in either party's opinion be likely to terminate become, the relevant license(s) and Schedule(s) without further costsubject of a claim of infringement of any intellectual property right and, chargein such event, liability there shall be no claim by either Licensee or penalty to Xxxxxx Xxx relating to Xxxx Video against the other arising out of such termination. 12.3 Xxxxxx Xxx , provided that the foregoing shall not apply to a claim for infringement by Xxxx Video against Licensee in the event that Licensee is alleged to have infringed Xxxx Video's intellectual property rights, in which case Licensee shall remain liable for all outstanding License Fees and its Third-Party Licensors other amounts owing to Xxxx Video. Notwithstanding the foregoing, Xxxx Video shall have no obligation to the extent that liability for any claim of infringement is based upon Licensee's (a) access or on use of the Licensed Application or the Documentation in violation other than a current, unaltered release of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, in the absence of Software and/or Documentation available from Xxxx Video if such integration, modification or marking, the Licensed Application or Documentation infringement would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of the Licensed Application or the Documentation in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing, (d) use of a superseded version of the Licensed Application or the Documentation if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxxa current, (e) use unaltered release of the Licensed Application or Software and/or Documentation provided that such current, unaltered release performs substantially in conformance with the specifications set out in the Documentation in practicing any infringing processand was provided, (f) use of at no additional cost by Xxxx Video, to those subscribing for maintenance services for the Licensed Application in a manner for which it was not designed, (g) activities after Xxxxxx Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement, (h) designs, specifications Software or instructions, or (i) use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of Section 9.1Documentation. 12.4 THE PROVISIONS SET FORTH IN THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY OF WARRANTY, INDEMNITY OR OTHERWISE.

Intellectual Property Indemnity. 12.1 13.1 Notwithstanding the provisions of Section 11 12.1 hereof, Xxxxxx Xxx shall indemnify and hold harmless Licensee and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, from and against any Losses which arise out of or result from any third-party claim that Xxxxxx Xxx does not have sufficient right, title or interest in the Licensed Materials Software or the Documentation to enter into the this Agreement or that the Licensed Materials Software or Documentation owned by Xxxxxx Xxx infringe violates a United States (a) patent in existence on the date of accessdelivery, (b) copyright, (c) trademark, (d) trade secret, secret or (e) other United States intellectual property right of any third party. 12.2 13.2 In the event that any such claim is made, or in Fannie Mae's opinion is likely to be made, Xxxxxx Xxx reserves the right, in its sole discretion, as applicable, (ai) to procure for Licensee the right to continue to access and use the Licensed Application and/or Software and the Documentation, (bii) to replace the Licensed Application and/or Software or the Documentation to avoid infringement, (ciii) to modify the Licensed Application and/or Software or the Documentation to avoid infringement, or (div) to terminate the relevant license(s) and Schedule(s) to this Agreement without further cost, charge, liability or penalty to Xxxxxx Xxx either party relating to such termination. 12.3 13.3 Xxxxxx Xxx and its Third-Party Licensors shall have no obligation to the extent that any claim of infringement is based upon Licensee's 's (ai) access or use of the Licensed Application Software or the Documentation in violation of the this Agreement, (bii) integration, modification or marking of the Licensed Application Software or the Documentation, or any portion thereof, where, in the absence of such integration, modification or marking, the Licensed Application Software or Documentation would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (ciii) use of the Licensed Application Software or the Documentation in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing, (div) use of a superseded version of the Licensed Application Software or the Documentation if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxxversion, (ev) use of the Licensed Application Software or the Documentation in practicing any infringing process, (fvi) use of the Licensed Application Software in a manner for which it was not designed, (gvii) activities after Xxxxxx Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement, (h) designs, specifications or instructions, or (i) use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of Section 9.1. 12.4 THE PROVISIONS SET FORTH IN THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY OF WARRANTY, INDEMNITY OR OTHERWISE.,

Intellectual Property Indemnity. 12.1 Notwithstanding the provisions of Section 11 hereofx. Xxxx Video agrees to defend, Xxxxxx Xxx shall indemnify and hold harmless Licensee and from final damages awarded by a court of competent jurisdiction (hereinafter referred to as the “Losses”), which Licensee, or any of its affiliates, partners, officers, employees, officers or directors, agentsmay incur, contractorssuffer or become liable for as a result of, representativesor in connection with, successors and assigns, as such, from and against any Losses which arise out of or result from any third-third party claim that Xxxxxx Xxx does not have sufficient right, title or interest in asserted against Licensee to the Licensed Materials to enter into the Agreement or extent such claim is based on a contention that the Licensed Materials owned by Xxxxxx Xxx infringe a United States (a) patent in existence on the date of accessSoftware, (b) copyrightDocumentation or any portion thereof, (c) trademarkinfringes any valid, (d) registered, enforceable patents, copyrights, trade secretsecrets, trademarks or (e) other United States intellectual property right rights of any third party, provided that (a) the allegedly infringing Software or Documentation has been used within the scope of and in accordance with the terms of this Agreement, and (b) Licensee notifies Xxxx Video in writing of such claim within ten (10) days of a responsible officer of Licensee becoming aware of such claim. If the Software, Documentation or any portion thereof is held to constitute an infringement of a third party’s intellectual property rights, and use thereof is enjoined, Xxxx Video shall, at its election and expense, either (i) procure the right to use the infringing element of the Software or Documentation; or (ii) replace or modify the element of the Software or Documentation so that the infringing portion is no longer infringing and still performs the same function without any material loss of functionality. Xxxx Video shall make every reasonable effort to correct the situation with minimal effect upon the operations of Licensee. 12.2 In b. Notwithstanding the above, Xxxx Video reserves the right to terminate this Agreement and the License granted hereunder on immediate notice to Licensee, and without liability to Licensee, in the event that any such claim is madethe Software or Documentation constitutes or may, or in Fannie Mae's opinion is likely to be madeXxxx Video’s determination, Xxxxxx Xxx reserves constitute, an infringement of the rightrights of a third party that Xxxx Video, in its sole discretion, as applicable, (a) does not consider to procure for Licensee the right to continue to access and use the Licensed Application and/or the Documentation, (b) to replace the Licensed Application and/or the Documentation to avoid infringement, (c) to modify the Licensed Application and/or the Documentation to avoid infringementbe affordably remediable. c. Either party may terminate this Agreement immediately should any Software become, or (d) in either party's opinion be likely to terminate become, the relevant license(s) and Schedule(s) without further costsubject of a claim of infringement of any intellectual property right and, chargein such event, liability there shall be no claim by either Licensee or penalty to Xxxxxx Xxx relating to Xxxx Video against the other arising out of such termination, provided that the foregoing shall not apply to a claim for infringement by Xxxx Video against Licensee in the event that Licensee is alleged to have infringed Xxxx Video's intellectual property rights, in which case Licensee shall remain liable for all outstanding License Fees and other amounts owing to Xxxx Video. 12.3 Xxxxxx Xxx and its Third-Party Licensors d. Notwithstanding the foregoing, Xxxx Video shall have no obligation to the extent that liability for any claim of infringement is based upon Licensee's (a) access or on use of the Licensed Application or the Documentation in violation other than a current, unaltered release of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, in the absence of Software and/or Documentation available from Xxxx Video if such integration, modification or marking, the Licensed Application or Documentation infringement would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of the Licensed Application or the Documentation in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing, (d) use of a superseded version of the Licensed Application or the Documentation if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxxa current, (e) use unaltered release of the Licensed Application or Software and/or Documentation provided that such current, unaltered release performs substantially in conformity with the specifications set out in the Documentation in practicing any infringing processand was provided, (f) use of at no additional cost by Xxxx Video, to those subscribing for maintenance services for the Licensed Application in a manner for which it was not designed, (g) activities after Xxxxxx Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement, (h) designs, specifications Software or instructions, or (i) use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of Section 9.1Documentation. 12.4 THE PROVISIONS SET FORTH IN THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY OF WARRANTY, INDEMNITY OR OTHERWISE.

Intellectual Property Indemnity. 12.1 Notwithstanding 7.1 Idox shall defend and indemnify the provisions of Section 11 hereof, Xxxxxx Xxx shall indemnify and hold harmless Licensee and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, for all costs arising from and against any Losses which arise out of or result from any third-party a claim that Xxxxxx Xxx does not have sufficient rightSoftware covered and used within the scope of this Licence infringes a third party Intellectual Property provided that (i) Licensee notifies Idox in writing within thirty (30) days of the claim, title or interest in and (ii) Idox has (at its option) sole control of the Licensed Materials defence and all related settlement negotiations, and (iii) Licensee provides Idox with the assistance, information, and authority necessary to enter into perform the Agreement or that the Licensed Materials owned by Xxxxxx Xxx infringe a United States (a) patent in existence on the date of access, (b) copyright, (c) trademark, (d) trade secret, or (e) other United States intellectual property right of any third partyabove. 12.2 In the event that any such claim is made, or in Fannie Mae's opinion is likely to be made, Xxxxxx Xxx reserves the right, in its sole discretion, as applicable, (a) to procure for Licensee the right to continue to access and use the Licensed Application and/or the Documentation, (b) to replace the Licensed Application and/or the Documentation to avoid infringement, (c) to modify the Licensed Application and/or the Documentation to avoid infringement, or (d) to terminate the relevant license(s) and Schedule(s) without further cost, charge, liability or penalty to Xxxxxx Xxx relating to such termination. 12.3 Xxxxxx Xxx and its Third-Party Licensors 7.2 Idox shall have no obligation to the extent that liability for any claim of infringement is based upon Licensee's on: (a) access or use of the Licensed Application or the Documentation in violation of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, in the absence of such integration, modification or marking, the Licensed Application or Documentation would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of the Licensed Application or the Documentation in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing, (di) use of a superseded version or modified release of the Licensed Application Software, except if such alteration(s) or the Documentation if modification(s) has been made by Idox or under Idox's direction, and provided always that such infringement could have been avoided by the use of a current unaltered release of the current version provided Software; or (ii) the combination, operation, or use of any Software covered under this Licence, with programs or data not furnished by Xxxxxx Xxx, (e) Idox if such infringement would have been avoided by the use of the Licensed Application Software without such programs or data; or (iii) a claim of infringement relating to Software specified by Licensee. 7.3 Without prejudice of clause 7.1, in the Documentation in practicing event the Software is held by a court of competent jurisdiction or believed by Idox to infringe any infringing processthird party rights, (f) or Licensee's use of the Licensed Application in Software is enjoined, Idox shall have the option, at its expense, to either: (a) modify the Software to make it non-infringing); (b) obtain for Licensee a manner for which it was not designedlicense to continue using the Software; (c) substitute the Software with other software reasonably suitable to Licensee; or if none of the foregoing remedies are commercially feasible, (gd) activities after Xxxxxx Xxx has notified Licensee terminate the License for the infringing Software and refund the license fees paid for that Xxxxxx Xxx believes such activities may result in such infringement, Software under this License during the six (h6) designs, specifications or instructions, or (i) use months prior to the date of first intimation of any marksclaim of infringement of third party Intellectual Property to Idox or the Licensee, including without limitation Xxxxxx Mae's Marks, in violation of Section 9.1whichever is the earlier. 12.4 THE PROVISIONS SET FORTH IN THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY OF WARRANTY, INDEMNITY OR OTHERWISE.

Intellectual Property Indemnity. 12.1 Notwithstanding the provisions of Section 11 hereof, Xxxxxx Xxx shall indemnify and hold harmless Licensee and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, from and against any Losses which arise out of or result from any third-party claim that Xxxxxx Xxx does not have sufficient right, title or interest in the Licensed Materials to enter into the Agreement or that the Licensed Materials owned by Xxxxxx Xxx infringe a United States (a) patent Advent shall defend, or at its option, settle any claims brought against Licensee for infringement of any third party United States copyright, patent, and any other proprietary rights of any third party by the Software and shall reimburse Licensee for any judgments, damages, costs or expenses payable by Licensee to the party bringing such action together with reasonable attorneys' fees relating thereto. Licensee agrees that Advent shall be relieved of its obligations under this Section 7 unless Licensee notifies Advent promptly in existence on writing of and gives Advent the date of access, exclusive authority to defend or settle such claim and gives Advent proper and full information and assistance to settle or defend any such claim. (b) If the Software, or any part thereof, is, or in the opinion of Advent may become, the subject of any claim for infringement of any third party United states copyright, (c) trademarkpatent, (d) trade secret, or (e) and any other United States intellectual property right proprietary rights of any third party. 12.2 In the event that any such claim is made, or in Fannie Mae's opinion if it is likely to be madeadjudicatively determined that the Software, Xxxxxx Xxx reserves the rightor any part thereof, in infringes any third party United States copyright, patent, and any other proprietary rights of any third party, then Advent may, at its sole discretionoption and expense, as applicable, either (ai) to procure for Licensee the right to continue Use the Software or (ii) replace or modify the Software or parts thereof, with other suitable and reasonably equivalent technology so that the Software becomes noninfringing or (iii) if it is not commercially reasonable to access take the actions specified in items (i) and use the Licensed Application and/or the Documentation(ii) immediately preceding, (b) to replace the Licensed Application and/or the Documentation to avoid infringement, terminate this Agreement. (c) to modify the Licensed Application and/or the Documentation to avoid infringement, or (d) to terminate the relevant license(s) and Schedule(s) without further cost, charge, liability or penalty to Xxxxxx Xxx relating to such termination. 12.3 Xxxxxx Xxx and its Third-Party Licensors The provisions of this Section 7 shall have no obligation not apply to the extent that any claim of infringement is based upon Licensee's (a) access or use of the Licensed Application or the Documentation in violation of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, in the absence of such integration, modification or marking, the Licensed Application or Documentation would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of the Licensed Application or the Documentation in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing, (d) use of a superseded version of the Licensed Application or the Documentation if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxx, (e) use of the Licensed Application or the Documentation in practicing any infringing process, (f) use of the Licensed Application in a manner for which it was not designed, (g) activities after Xxxxxx Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement, (h) designs, specifications or instructions, or (i) use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of Section 9.1. 12.4 THE PROVISIONS SET FORTH Third Party Software. IN NO EVENT SHALL ADVENT'S LIABILITY UNDER THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES 7 EXCEED THE AMOUNTS PAID BY LICENSEE TO ADVENT PURSUANT TO THIS AGREEMENT UP TO THE TIME OF THE CLAIM. THE FOREGOING PROVISIONS OF THIS SECTION 7 STATE THE ENTIRE LIABILITY AND OBLIGATIONS FOR OF ADVENT TO LICENSEE WITH RESPECT TO ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON RIGHTS BY THE THEORY OF WARRANTY, INDEMNITY SOFTWARE OR OTHERWISEDOCUMENTATION.

Intellectual Property Indemnity. 12.1 Notwithstanding the provisions of Section 11 hereof, Xxxxxx Xxx shall indemnify and hold harmless Licensee and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, from and against any Losses which arise out of or result from any third-party claim that Xxxxxx Xxx does not have sufficient right, title or interest in the Licensed Materials to enter into the Agreement or that the Licensed Materials owned by Xxxxxx Xxx infringe a United States ‌ (a) patent In the event there is a third party claim against Organization alleging that Organization’s use of the Software in existence accordance with this License Agreement constitutes an infringement of a Canadian or United States’ patent, copyright, trade-xxxx or trade secret or other intellectual property that is valid and enforceable in Organization’s jurisdiction, Xxxxxx shall, at its expense, defend and indemnify Organization and pay any final judgment (including all damages awarded against Organization) against Organization or settlement agreed to by Xxxxxx on Organization’s behalf. This indemnity is only effective where (i) Organization has not made any admissions or begun settlement negotiations either prior to or after providing notice to Xxxxxx of the date of accessapplicable claim except with Xxxxxx’x prior written consent, (bii) copyrightXxxxxx has sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; (iii) Organization assists and provides information to Xxxxxx throughout the action or proceeding, and (civ) trademark, (d) trade secret, or (e) other United States intellectual property Organization has not modified the Software in any manner whatsoever except with the prior written consent of Xxxxxx. Any breach by Organization of its covenants under this Section 5.03 shall nullify this indemnity but not the sole right of any third party. 12.2 Xxxxxx to have full and complete authority of the defense to defend such claim or proceeding and of all negotiations related therewith and the settlement thereof. In the event that any such claim the Organization’s use of the Software is made, or in Fannie Mae's opinion is likely finally held to be madeinfringing or Xxxxxx xxxxx that it may be held to be infringing, Organization agrees that the only remedy available to it is that Xxxxxx Xxx reserves the rightshall be, in its sole discretionat Xxxxxx'x election, as applicable, for Xxxxxx to: (a1) to procure for Licensee the Organization the right to continue to access and use of the Licensed Application and/or Software; or (2) modify or replace the Documentation, Software so that it becomes non-infringing. (b) The foregoing states Xxxxxx'x entire liability, and the Organization’s exclusive remedy, with respect to replace any claims of infringement of any copyright, patent, trade-xxxx, trade secret or other property interest rights relating to the Licensed Application and/or the Documentation to avoid infringementSoftware, or any part thereof or use thereof. (c) Organization may, at Organization’s sole cost and expense—which is outside the scope of this indemnity—retain counsel of its own choosing who shall be permitted to modify attend all settlement conferences and hearings or other court appearances (except where the Licensed Application and/or the Documentation to avoid infringement, or (dcourt has specifically made an order against such attendance) to terminate the relevant license(s) and Schedule(s) without further cost, charge, liability or penalty to Xxxxxx Xxx relating to such termination. 12.3 Xxxxxx Xxx and its Third-Party Licensors shall have no obligation related to the extent that any claim of infringement is based upon Licensee's (a) access or use of the Licensed Application or the Documentation in violation of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, in the absence of such integration, modification or marking, the Licensed Application or Documentation would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of the Licensed Application or the Documentation in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing, (d) use of a superseded version of the Licensed Application or the Documentation if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxx, (e) use of the Licensed Application or the Documentation in practicing any infringing process, (f) use of the Licensed Application in a manner for which it was not designed, (g) activities after Xxxxxx Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement, (h) designs, specifications or instructions, or (i) use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of Section 9.1proceeding. 12.4 THE PROVISIONS SET FORTH IN THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY OF WARRANTY, INDEMNITY OR OTHERWISE.

Intellectual Property Indemnity. 12.1 Notwithstanding 7.3.1 In the provisions event there is a third party claim against Organization alleging that Organization’s use of Section 11 hereofthe Software in accordance with this Agreement constitutes an infringement of a Canadian or United States patent, copyright, trademark or trade secret of that third party that is valid and enforceable in Organization’s jurisdiction, Xxxxxx Xxx shall, at its expense, defend and indemnify Organization and pay any final judgment (including all damages awarded against Organization) against Organization or settlement agreed to by Xxxxxx on Organization’s behalf. This indemnity is only effective where (i) Organization has not made any admissions or begun settlement negotiations either prior to or after providing notice to Xxxxxx of the applicable claim except with Xxxxxx’ prior written consent, (ii) Xxxxxx has sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; (iii) Organization assists and provides information to Xxxxxx throughout the action or proceeding, and (iv) Organization has not modified the Software in any manner whatsoever except with the prior written consent of Xxxxxx. 7.3.2 Xxxxxx’x liability for any claims under this Section 7.3 shall indemnify and hold harmless Licensee and its affiliatesbe reduced to the extent such claim arises from; (i) alterations or modifications to the Software by Organization or a third party in any manner whatsoever except with the prior written consent of Xxxxxx; (ii) combination, partnersintegration or use of the Software with software, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, from and against any Losses which arise out of hardware or result from any third-party other materials not approved by Xxxxxx where such claim that Xxxxxx Xxx does would not have sufficient rightarisen but for such combination, title integration or interest use; (iii) use of the Software other than in compliance with this Agreement; (iv) compliance with the Licensed Materials Organization’s written instructions or specifications; or (v) use of the Software after notice from Xxxxxx that it should cease due to enter into possible infringement. 7.3.3 Any breach by Organization of its covenants under this Section 7.3 shall nullify this indemnity but not the Agreement or that the Licensed Materials owned by Xxxxxx Xxx infringe a United States (a) patent in existence on the date of access, (b) copyright, (c) trademark, (d) trade secret, or (e) other United States intellectual property sole right of any third party. 12.2 Xxxxxx to have full and complete authority of the defense to defend such claim or proceeding and of all negotiations related therewith and the settlement thereof. In the event that any such claim the Organization’s use of the Software is made, or in Fannie Mae's opinion is likely finally held to be madeinfringing or Xxxxxx xxxxx that it may be held to be infringing, Organization agrees that the only remedy available to it is that Xxxxxx Xxx reserves the rightshall be, in its sole discretionat Xxxxxx' election, as applicable, for Xxxxxx to: (a1) to procure for Licensee the Organization the right to continue to access and use of the Licensed Application and/or the Documentation, Software; or (b2) to modify or replace the Licensed Application and/or Software so that it becomes non-infringing. 7.3.4 The foregoing states Xxxxxx'x entire liability, and the Documentation Organization’s exclusive remedy, with respect to avoid infringementany claims of infringement of any copyright, (c) patent, trademark, trade secret or other intellectual property and property interest rights relating to modify the Licensed Application and/or the Documentation to avoid infringementSoftware, or (d) to terminate the relevant license(s) and Schedule(s) without further cost, charge, liability any part thereof or penalty to Xxxxxx Xxx relating to such terminationuse thereof. 12.3 7.3.5 Organization may, at Organization’s sole cost and expense, retain counsel of its own choosing who shall be permitted to attend all settlement conferences and hearings or other court appearances related to the proceeding. 7.3.6 The indemnity provisions of this Section 7.3 shall not apply to Third Party Components and Xxxxxx Xxx and its shall have the right to substitute the licensor of the Third-Party Licensors shall have no obligation Software to perform Xxxxxx’x obligations hereunder and the extent that Organization agrees to release Xxxxxx from any claim of infringement is based upon Licensee's (a) access or use of the Licensed Application or the Documentation in violation of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, in the absence of obligations related to such integration, modification or marking, the Licensed Application or Documentation would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of the Licensed Application or the Documentation in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing, (d) use of a superseded version of the Licensed Application or the Documentation if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxx, (e) use of the Licensed Application or the Documentation in practicing any infringing process, (f) use of the Licensed Application in a manner for which it was not designed, (g) activities after Xxxxxx Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement, (h) designs, specifications or instructions, or (i) use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of Section 9.1Third Party Components. 12.4 THE PROVISIONS SET FORTH IN THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY OF WARRANTY, INDEMNITY OR OTHERWISE.

Intellectual Property Indemnity. 12.1 Notwithstanding the provisions of Section 11 hereof, Xxxxxx Xxx shall indemnify and hold harmless Licensee and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, from and against any Losses which arise out of or result from any third-party claim that Xxxxxx Xxx does not have sufficient right, title or interest in the Licensed Materials to enter into the Agreement or that the Licensed Materials owned by Xxxxxx Xxx infringe a United States (a) patent in existence on the date of access, (b) copyright, (c) trademark, (d) trade secret, or (e) other United States intellectual property right of any third partythirdparty. 12.2 In the event that any such claim is made, or in Fannie Mae's opinion is likely to be made, Xxxxxx Xxx reserves the right, in its sole discretion, as applicable, (a) to procure for Licensee the right to continue to access and use the Licensed Application and/or the Documentation, (b) to replace the Licensed Application and/or the Documentation to avoid infringement, (c) to modify the Licensed Application and/or the Documentation to avoid infringement, or (d) to terminate the relevant license(s) and Schedule(s) without further cost, charge, liability or penalty to Xxxxxx Xxx relating to such termination. 12.3 Xxxxxx Xxx Mae and its Third-Party Licensors shall have no obligation to the extent that any claim of infringement is based upon Licensee's (a) access or use of the Licensed Application or the Documentation in violation of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, in the absence of such integration, modification or marking, the Licensed Application or Documentation would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of the Licensed Application or the Documentation in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing, (d) use of a superseded version of the Licensed Application or the Documentation if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxx, (e) use of the Licensed Application or the Documentation in practicing any infringing process, (f) use of the Licensed Application in a manner for which it was not designed, (g) activities after Xxxxxx Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement, (h) designs, specifications or instructions, or (i) use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of Section 9.1. 12.4 THE PROVISIONS SET FORTH IN THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY OF WARRANTY, INDEMNITY OR OTHERWISE.

Intellectual Property Indemnity. 12.1 Notwithstanding the provisions of Section 11 hereof(a) StarBand will defend, Xxxxxx Xxx shall indemnify and hold harmless Licensee and its affiliateseach MSN Indemnified Person against any allegation or claim that the Service, partnersthe Work, officersany CPE, employeesany Deliverable Item, directorsany Technology of or provided by StarBand, agentsor any component (including without limitation any trademark, contractorstradename or logos provided, representativespursuant to the Trademark License set forth in Section 15.1) thereof infringes an Intellectual Property Right, successors and assigns, as such, from and against any Losses which arise out damages, costs and other liabilities resulting from such allegation or claim (whether during or after the Term of or result from any third-party claim that Xxxxxx Xxx does not have sufficient right, title or interest this Amended Agreement). Claims procedures will be in the Licensed Materials to enter into the Agreement or that the Licensed Materials owned by Xxxxxx Xxx infringe a United States (a) patent in existence on the date accordance with Section 16.2 of access, this Amended Agreement. (b) copyrightIf StarBand acknowledges, or a competent tribunal determines, that the Service, the Work, the CPE, any Deliverable Item, any Technology of or provided by StarBand (including, but not limited to, service, equipment and trademarks), or any component thereof infringes an Intellectual Property Right of any Person other than StarBand, or an injunction issues restricting the use, sale or other disposition thereof, StarBand will, at its own expense: (i) Procure the right for MSN and the MSN Customers to continue using the Service, the Work, the CPE, any Deliverable Item or Technology or component thereof (such right to be procured on terms and conditions satisfying the requirements of this Amended Agreement); (ii) Supply (including installation) a substantially equivalent, non-infringing replacement (such replacement to satisfy the requirements of this Amended Agreement (including, without limitation, all agreed specifications applicable to CPE)); or (iii) Modify the Service, the Work, the CPE, any Deliverable Item, the Technology or component thereof so that it is non-infringing, but continues to comply with the requirements of this Amended Agreement. Without limiting StarBand's obligations above, if StarBand is unable to accomplish or perform one of the acts specified in Section 15.5(b)(i), (cii) trademark, (d) trade secret, or (eiii) other United States intellectual property right of any third party. 12.2 In the event that any such claim is madeabove, or in Fannie Mae's opinion is likely to be made, Xxxxxx Xxx reserves the right, in its sole discretion, as applicable, (a) to procure for Licensee then MSN shall have the right to continue to access terminate this Amended Agreement for default, with no further obligations or liability whatsoever and use the Licensed Application and/or the Documentation, (b) to replace the Licensed Application and/or the Documentation to avoid infringement, (c) to modify the Licensed Application and/or the Documentation to avoid infringement, or (d) to terminate the relevant license(s) StarBand having liability for any and Schedule(s) without further cost, charge, liability or penalty to Xxxxxx Xxx relating to such terminationall damages suffered by MSN as a result of StarBand's default under this Section 15.5(b). 12.3 Xxxxxx Xxx and its Third-Party Licensors shall have no obligation to the extent that any claim of infringement is based upon Licensee's (a) access or use of the Licensed Application or the Documentation in violation of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, in the absence of such integration, modification or marking, the Licensed Application or Documentation would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of the Licensed Application or the Documentation in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing, (d) use of a superseded version of the Licensed Application or the Documentation if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxx, (e) use of the Licensed Application or the Documentation in practicing any infringing process, (f) use of the Licensed Application in a manner for which it was not designed, (g) activities after Xxxxxx Xxx has notified Licensee that Xxxxxx Xxx believes such activities may result in such infringement, (h) designs, specifications or instructions, or (i) use of any marks, including without limitation Xxxxxx Mae's Marks, in violation of Section 9.1. 12.4 THE PROVISIONS SET FORTH IN THIS SECTION 12 SHALL BE LICENSEE'S SOLE AND EXCLUSIVE REMEDIES AND FANNIE MAE'S SOLE LIABILITIES AND OBLIGATIONS FOR ANY CLAIMS BROUGHT AGAINST LICENSEE BASED UPON INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER UPON THE THEORY OF WARRANTY, INDEMNITY OR OTHERWISE.