Common use of Intellectual Property Infringement Clause in Contracts

Intellectual Property Infringement. 8.1 IAR Systems will in the way set out in section 8.2, and subject to all limitations therein, act on any action brought against the Licensee to the extent it is based on a claim that the Software as it exists on the date of the Invoice infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organized. 8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party claim that the Software infringes the intellectual property rights of such party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. IAR Systems may at its option obtain the right for the Licensee to continue using the infringing Licensed Product, replace or modify the infringing Licensed Product until it becomes non-infringing, or if such replacement or modification is not reasonably available, terminate this license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affected. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use of the Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIOD.

Intellectual Property Infringement. 8.1 IAR Systems will in a) Subject to the way set out in section 8.2Agreement and Plan of Merger, EVERTEC agrees to defend indemnify and hold harmless COMPANY, BPPR, and subject to all limitations therein, act on their respective Affiliates and Subsidiaries against claims that any action brought against the Licensee to the extent it is based on a claim that the Software as it exists on the date of the Invoice Services or its Intellectual Property infringes any patent Intellectual Property Right of a Third Party. EVERTEC will defend COMPANY, BPPR, and their respective Affiliates and Subsidiaries and will pay the damages and costs finally awarded against COMPANY, BPPR, or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organizedtheir respective Affiliates and Subsidiaries. 8.2 IAR Systems shall, in b) If EVERTEC receives notice of an infringement claim or otherwise concludes that its Intellectual Property may infringe the way set out below, as sole remedy, act on a third-party claim that the Software infringes the intellectual property proprietary rights of such partya Third Party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and EVERTEC may in its sole authority to defend or settle the claim. IAR Systems may at its option obtain discretion (i) procure the right for the Licensee COMPANY, BPPR, and their respective Subsidiaries to continue using the infringing Licensed Product, replace or affected Intellectual Property; (ii) modify the infringing Licensed Product until affected Intellectual Property to make it becomes non-infringing; (iii) replace the affected Intellectual Property with a functional equivalent; or (iv) if EVERTEC determines that options (i) through (iii) are not practicable, or terminate COMPANY, BPPR, and their respective Subsidiaries’ right to use the affected Intellectual Property and accept its return against payment of its then-depreciated value, computed on a five (5) year straight-line depreciation schedule commencing as of its installation date. c) EVERTEC will have no liability for any claim of infringement and thus no obligation to defend and indemnify COMPANY, BPPR, and their respective Subsidiaries under this Section if such replacement or modification infringement claim is not reasonably availablebased on (i) COMPANY, terminate this license with respect to the infringing Licensed Product BPPR, and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affected. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized their respective Subsidiaries’ continued use of the Softwareaffected Intellectual Property after EVERTEC notifies COMPANY, postdeliveryBPPR, non-IAR Systems modificationsand their respective Subsidiaries to discontinue use because of such a claim; (ii) COMPANY, BPPR, and their respective Subsidiaries’ use of a superseded or altered release of the affected Intellectual Property or any portion thereof, including, but not limited to, COMPANY, BPPR, and their respective Subsidiaries’ failure to use updates or new releases made available by EVERTEC, but only to the extent that such claim would have been avoided but for such failure; (iii) any modification by COMPANY, BPPR, and their respective Subsidiaries or a Third Party to the affected Intellectual Property, but only to the extent that such claim would have been avoided, but for such modification; (iv) COMPANY, BPPR, and their respective Subsidiaries’ use of the affected Intellectual Property without EVERTEC’s written consent; (v) COMPANY, BPPR, and their respective Subsidiaries’ use, operation or combination of the affected Intellectual Property with other products information, software, specifications, instructions, data, materials or devices items not furnished supplied or approved by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMSEVERTEC, but only to the extent that such claim would have been avoided but for such combined use; (vi) use of the affected Intellectual Property in a manner not intended by the accompanying and provided documentation; or (vii) COMPANY, BPPR, and their respective Subsidiaries’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIODmisuse of the affected Intellectual Property.

Intellectual Property Infringement. 8.1 IAR Systems a. If a third party makes a claim against Ordering Activity that the Appian Software directly infringes any patent, copyright, or trademark or misappropriate any trade secret (“IP Claim”); Contractor will in the way set out in section 8.2, and subject to all limitations therein, act on any action brought against the Licensee to the extent it is permitted by 28 U.S.C. 516 (i) assist in defending Ordering Activity against the IP Claim at Contractor’s cost and expense, and (ii) pay all costs, damages and expenses (including reasonable legal fees) finally awarded against Ordering Activity by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Contractor arising out of such IP Claim; provided that: (I) Ordering Activity promptly notifies Contractor in writing no later than sixty (60) days after Ordering Activity’s receipt of notification of a potential claim and (II) Ordering Activity provides Contractor, at Contractor’s request and expense, with the assistance, information and authority necessary to perform Contractor’s obligations under this Section. Notwithstanding the foregoing, Contractor shall have no liability for any claim of infringement based on (I) the use of a claim that the Software as it exists on the date superseded or altered release of the Invoice infringes any patent or copyright duly issued under Appian Software if the laws infringement would have been avoided by the use of a current unaltered release of the country under Appian Software, (II) the modification of the Appian Software, (III) the use of the Appian Software other than in accordance with the then current Documentation or this Agreement, or (IV) any materials or information provided to Contractor by Ordering Activity, for which IAR Systems or the Licensee is organizedOrdering Activity shall be solely responsible. 8.2 IAR Systems shallb. If the Appian Software is held to infringe or are believed by Contractor to infringe, in Contractor shall have the way set out belowoption, as sole remedy, act on a third-party claim that the Software infringes the intellectual property rights of such party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. IAR Systems may at its option obtain the right for the Licensee expense, to continue using the infringing Licensed Product, (i) replace or modify the infringing Licensed Product until it becomes Appian Software to be non-infringing, or if such replacement or modification (ii) obtain for Ordering Activity a license to continue using the Appian Software. If it is not reasonably availablecommercially reasonable to perform either of the foregoing options, then Contractor may terminate this the license with respect to for the infringing Licensed Product Appian Software and provide refund the license fees paid for the Appian Software upon return of the Appian Software by Ordering Activity. This section states Contractor’s entire liability and Ordering Activity’s exclusive remedy for any claim of infringement; provided, however, if the license is for a reasonable cloud subscription described in Section B of this Agreement, then Appian shall only refund of to Ordering Activity those license fees that were pre-paid by and unearned at the Licensee to IAR Systems for time Appian terminates the Licensed Product so affectedlicense. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use of the Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIOD.

Intellectual Property Infringement. 8.1 IAR Systems If a third party makes a claim against Customer that the Licensed Software or Documentation directly infringe any patent issued as of the two years following the Effective Date or any copyright, trade secret or trademark ("IP Claim"); Siebel will in the way set out in section 8.2, and subject to all limitations therein, act on any action brought defend Customer or Distributor against the Licensee IP Claim and pay all costs, damages and expenses (including reasonable legal fees) awarded against Customer or Distributor by a court of competent jurisdiction or agreed to the extent it is based on in a claim that the Software as it exists on the date written settlement agreement signed by Siebel arising out of such IP Claim; provided that: (i) Customer or Distributor promptly notifies Siebel in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claim, (ii) Siebel may assume sole control of the Invoice infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organized. 8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party claim that the Software infringes the intellectual property rights of such party, provided that IAR Systems is given prompt notice defense of such claim and is given informationall related settlement negotiations; and (iii) Customer or Distributor provides Siebel, reasonable at Siebel's request and expense, with the assistance, information and sole authority necessary to defend perform Siebel's obligations under this Section. Notwithstanding the foregoing, Siebel shall have no liability for any claim of infringement based on (a) the use of a superseded or settle altered release of Licensed Software if the claiminfringement would have been avoided by the use of a current unaltered release of the Licensed Software, which Siebel provided to Distributor, (b) the modification of the Licensed Software, or (c) the use of the Licensed Software other than in accordance with the Documentation. IAR Systems may If, due to an IP Claim, (i) the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel to infringe, or (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using the Licensed Software, Siebel shall in its reasonable judgment, and at its option expense, (a) replace or modify the Licensed Software to be non-infringing; (b) obtain the right for the Licensee Distributor and/or its Customers a license to continue using the infringing Licensed ProductSoftware, replace or modify (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license for the infringing Licensed Product until it becomes non-infringing, or if such replacement or modification is not reasonably available, terminate this Software and refund the license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid to Siebel for such Licensed Software upon its return by the Licensee to IAR Systems Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for the Licensed Product so affectedany claim of infringement. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use of the Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIOD.

Intellectual Property Infringement. 8.1 IAR Systems will in the way set out in section 8.212.1 A10 Networks agrees to hold Reseller harmless from and indemnify all liability for infringement of any patent, and subject to all limitations therein, act on any action brought against the Licensee to the extent it is based on a claim that the Software as it exists on the date of the Invoice infringes any patent copyright or copyright duly issued under the laws of the country under which IAR Systems trademark rights or the Licensee is organized. 8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party claim that the Software infringes the other intellectual property rights of third parties which result from the sale of A10 Networks’ Products. A10 Networks agrees to defend Reseller in such partyinfringement suit or any Product liability suit resulting from the use or sale of A10 Networks’ Products, provided that IAR Systems is given prompt notice including but not limited to, out of court settlements, court costs, reasonable attorney’s fees or any money judgment awarded at the conclusion of such suits subject to the understanding that A10 Networks shall have exclusive control over the defense and/or settlement of such suits. X00 Xxxxxxxx’ obligations under this Section are contingent upon (a) Reseller giving prompt written notice to A10 Networks of any such claim; (b) Reseller allowing A10 Networks to control the defense and any related settlement of any such claim; and (c) Reseller furnishing A10 Networks with reasonable assistance in the defense of any such claim, so long as A10 Networks pays Reseller’s reasonable out-of- pocket expenses. 12.2 A10 Networks shall have no obligation under this Agreement for any claim and is given informationof infringement or misappropriation to the extent that it results from (a) modifications to the Products made other than by A10 Networks; (b) failure of Reseller to use updated or modified Products provided by A10 Networks to avoid a claim of infringement or misappropriation; (c) compliance by A10 Networks with designs, reasonable assistance, and sole authority to defend plans or settle the claim. IAR Systems may at its option obtain the right for the Licensee to continue using the infringing Licensed Product, replace specifications furnished by or modify the infringing Licensed on behalf of Reseller; or (d) any opening of or other tampering with a Product until it becomes by non-infringing, or if such replacement or modification is not reasonably available, terminate this license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affected.A10 Networks personnel, 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use of the Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR Systems. 12.3 THE OBLIGATIONS STATED IN FOREGOING PROVISIONS OF THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES 12 STATE THE ENTIRE LIABILITY AND THE LICENSEE’S SOLE REMEDIES FOR EXCLUSIVE REMEDY OF EACH PARTY WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS AND ANY THIRD PARTY PATENTS, COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIOD.TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS

Intellectual Property Infringement. 8.1 IAR Systems a) Subject to the Merger Agreement, EVERTEC agrees to defend and indemnify BPPR against claims that its Intellectual Property infringes any Intellectual Property Right of a Third Party. EVERTEC will in defend BPPR and will pay the way set out in section 8.2damages and costs finally awarded against BPPR. Notwithstanding anything to the contrary herein, and subject to all limitations therein, act on any action brought against the Licensee to the extent it that Popular has an indemnity obligation to Parent (as that term is based on a claim that defined in the Software as it exists on the date of the Invoice infringes any patent or copyright duly issued Merger Agreement) and/or EVERTEC under the laws Merger Agreement with respect to any claim of the country Intellectual Property infringement, EVERTEC shall have no liability to BPPR for such claim under which IAR Systems or the Licensee is organizedthis Agreement. 8.2 IAR Systems shall, in b) If EVERTEC receives notice of an infringement claim or otherwise concludes that its Intellectual Property may infringe the way set out below, as sole remedy, act on a third-party claim that the Software infringes the intellectual property proprietary rights of such partya Third Party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and EVERTEC may in its sole authority to defend or settle the claim. IAR Systems may at its option obtain discretion: (i) procure the right for the Licensee BPPR to continue using the infringing Licensed Product, replace or affected Intellectual Property; (ii) modify the infringing Licensed Product until affected Intellectual Property to make it becomes non-infringing; (iii) replace the affected Intellectual Property with a functional equivalent; or (iv) if EVERTEC determines that options (i) through (iii) are not practicable, or terminate BPPR’s right to use the affected Intellectual Property and accept its return against payment of its then-depreciated value, computed on a five (5) year straight-line depreciation schedule commencing as of its installation date. c) EVERTEC will have no liability for any claim of infringement and thus no obligation to defend and indemnify BPPR under this Section if such replacement or modification infringement claim is not reasonably available, terminate this license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affected. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized based on (i) BPPR’s continued use of the Softwareaffected Intellectual Property after EVERTEC notifies BPPR to discontinue use because of such a claim; (ii) BPPR’s use of a superseded or altered release of the affected Intellectual Property or any portion thereof, postdeliveryincluding, nonbut not limited to, BPPR’s failure to use updates or new releases made available by EVERTEC; (iii) any BPPR or Third-IAR Systems modificationsParty modification to the affected Intellectual Property; (iv) BPPR’s use of the affected Intellectual Property without EVERTEC’s written consent; (v) BPPR’s use, operation or combination of the combination affected Intellectual Property with information, software, specifications, instructions, data, materials or items not supplied by EVERTEC, (vi) use of the affected Intellectual Property in a manner not intended by the accompanying and provided documentation; or (vii) BPPR’s misuse of the affected Intellectual Property. d) Furthermore, EVERTEC’s obligation to defend BPPR under this section is subject to all of the following conditions: (i) BPPR must notify EVERTEC promptly in writing after the claim is asserted or threatened; (ii) BPPR must give EVERTEC sole control over its defense or settlement; (iii) BPPR does not take a position that is adverse to EVERTEC; and (iv) BPPR must provide EVERTEC with reasonable assistance in defending the claim for which EVERTEC will reimburse BPPR for any reasonable out-of-pocket expenses that BPPR incurs in providing such assistance. e) BPPR agrees to notify EVERTEC promptly in writing if any other products or devices not furnished type of Third Party claim is brought against BPPR regarding EVERTEC’s Intellectual Property. EVERTEC may, at its option, choose to treat these claims as being covered by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIODthis Section.

Intellectual Property Infringement. 8.1 IAR Systems (a) Amadeus will in the way set out in section 8.2defend or settle, and subject to all limitations thereinat its own expense, act on any action brought against Customer alleging any Subscription Product, or Customer’s authorized use of any Subscription Product, infringes upon or misappropriates any patent, copyright, trademark or other proprietary enforceable rights. Amadeus will pay all costs and damages finally awarded in any such action or any settlement amounts agreed to by Amadeus. Amadeus’ obligations under this section are subject to Customer: i) providing prompt written notice of the Licensee claim; ii) granting Amadeus sole control of the defense and settlement of the claim; iii) not performing any action prejudicial to Amadeus’ ability to defend the claim; and iv) providing cooperation and information reasonably requested by Amadeus. Amadeus shall not be liable hereunder for any settlement made by Customer, without Amadeus’ advance written approval, or for any award from any action in which Amadeus was not granted control of the defense. (b) Amadeus has no liability for any claim based on: (i) use of any Subscription Product in violation of this Agreement; ii) any combination of the Subscription Product with software, hardware, or other materials not provided or specified by Amadeus; iii) compliance by Amadeus with designs, plans or specifications furnished by or on behalf of Customer where such compliance gave rise to the extent infringement claim; (iv) continued use of any Subscription Product after Amadeus recommends discontinuation because of possible or actual infringement; or (v) use of a superseded or altered release of any Subscription Product if the infringement would have been avoided by use of a current or unaltered release of the Subscription Product made available to Customer. (c) If use of any Subscription Product is enjoined, or if Amadeus reasonably believes that use of any Subscription Product may be enjoined, Amadeus may, at its option, (a) obtain the right for Customer to continue using the Subscription Product; or (b) replace or modify the Subscription Product so it is based on no longer infringing, or if neither (a) nor (b) can reasonably be accomplished, (c) terminate the Customer’s license to use the Subscription Product and issue a claim that pro- rata refund of the Software as it exists on Subscription Fees prepaid for the time period following the date of the Invoice infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organizedtermination. 8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party (d) This Section states Customer’s exclusive remedy and Amadeus’ entire liability for any claim that the Software infringes the of infringement of any intellectual property rights of such party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. IAR Systems may at its option obtain the right for the Licensee to continue using the infringing Licensed Product, replace or modify the infringing Licensed Product until it becomes non-infringing, or if such replacement or modification is not reasonably available, terminate this license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affectedany kind. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use of the Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIOD.

Intellectual Property Infringement. 8.1 IAR Systems will in the way set out in section 8.2, and subject to all limitations therein, act on any action brought against the Licensee to the extent it is based on a claim that the Software as it exists on the date of the Invoice infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organized. 8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party claim that the Software infringes the intellectual property rights of such party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. IAR Systems may at its option obtain the right for the Licensee to continue using the infringing Licensed IAR Product, replace or modify the infringing Licensed Product until it becomes non-infringing, or if such replacement or modification is not reasonably available, terminate this license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed IAR Product so affected. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use of the Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- ONE-YEAR PERIOD.

Intellectual Property Infringement. 8.1 IAR Systems 10.1 MagicOrange will in defend the way set out in section 8.2, Client and subject to all limitations therein, act on its Personnel (the “Indemnified Parties”) against any action brought claims made by an unaffiliated third party against the Licensee to the extent it is based on a claim Indemnified Parties that the Software as it exists on MagicOrange Solution infringes its patent, design, copyright or trade xxxx and will pay the date amount of any resulting adverse final judgment (or settlement to which MagicOrange consents). MagicOrange will reimburse the Indemnified Parties with all costs reasonably incurred by the Indemnified Parties in connection with assisting MagicOrange with the defence of the Invoice infringes any patent or copyright duly issued under the laws action. The Indemnified Parties shall promptly notify MagicOrange of the country under which IAR Systems claim in writing and MagicOrange shall have sole control over its defence or settlement. 10.2 Should any third party succeed in its claim for the infringement of any Intellectual Property Rights, MagicOrange shall, at MagicOrange’s discretion and within 30 days of the infringing item having been found to so infringe: 10.2.1 obtain for the Client the right to continue using the infringing item or the Licensee is organizedparts which constitute the infringement; 10.2.2 replace the infringing item or the parts which constitute the infringement with another product which does not infringe and which in all respects operates substantially in accordance with its specifications; 10.2.3 alter the infringing item in a way as to render it non-infringing while still in all respects operating substantially in accordance with its specifications; or 10.2.4 withdraw the infringing item. 8.2 IAR Systems shall10.3 MagicOrange shall not be liable for any claim which arises out of goods or services selected by the Client and which are procured by the Client from third parties. 10.4 If an Indemnified Party seeks indemnification under these Terms of Use, in the way set out below, as sole remedy, act on a third-party claim that the Software infringes the intellectual property rights of such party, provided that IAR Systems is given Indemnified Party will: (i) give prompt notice to MagicOrange concerning the existence of the indemnifiable event; (ii) grant authority to MagicOrange to defend or settle any related action or claim; and, (iii) provide such claim and is given information, reasonable assistance, cooperation and sole authority assistance to MagicOrange as may be reasonably necessary for MagicOrange to defend or settle the claimclaim or action. IAR Systems An Indemnified Party’s failure to give prompt notice shall not constitute a waiver of the Indemnified Party’s right to indemnification and shall affect MagicOrange’s indemnification obligations only to the extent that MagicOrange’s rights are materially prejudiced by such failure or delay. Notwithstanding anything to the contrary set forth herein, (i) an Indemnified Party may participate, at its option obtain own expense, in any defence and settlement directly or through counsel of its choice, and (ii) MagicOrange will not enter into any settlement agreement on terms that would diminish the right rights provided to the Indemnified Party or increase the obligations assumed by the Indemnified Party under these Terms of Use, without the prior written consent of the Indemnified Party. 10.5 The provisions of this clause 10 constitute stipulations for the Licensee benefit of third parties (being Indemnified Parties other than the Client) who are not party to continue using the infringing Licensed Product, replace or modify the infringing Licensed Product until it becomes non-infringing, or if these Terms of Use and who shall be entitled to accept such replacement or modification is not reasonably available, terminate this license with respect to the infringing Licensed Product benefits at any time and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affectedin whatsoever manner. 8.3 IAR Systems 10.6 This clause 10 shall not have any liability if the alleged infringement arises out survive termination of unauthorized use these Terms of the Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIODUse.

Intellectual Property Infringement. 8.1 IAR Systems (a) Amadeus will in the way set out in section 8.2defend or settle, and subject to all limitations thereinat its own expense, act on any action brought against Customer alleging any Subscription Product infringes upon or misappropriates any patent, copyright, trademark or other proprietary enforceable rights. Amadeus will pay all costs and damages finally awarded in any such action or any settlement amounts agreed to by Amadeus. Amadeus’ obligations under this section are subject to Customer: i) providing prompt written notice of the Licensee claim; ii) granting Amadeus sole control of the defense and settlement of the claim; iii) not performing any action prejudicial to Amadeus’ ability to defend the claim; and iv) providing cooperation and information reasonably requested by Amadeus. Amadeus shall not be liable hereunder for any settlement made by Customer, without Amadeus’ advance written approval, or for any award from any action in which Amadeus was not granted control of the defense. (b) Amadeus has no liability for any claim based on: (i) use of any Subscription Product in violation of this Agreement; ii) any combination of the Subscription Product with software, hardware, or other materials not provided or specified by Amadeus; iii) compliance by Amadeus with designs, plans or specifications furnished by or on behalf of Customer where such compliance gave rise to the extent infringement claim; (iv) continued use of any Subscription Product after Amadeus recommends discontinuation because of possible or actual infringement; or (v) use of a superseded or altered release of any Subscription Product if the infringement would have been avoided by use of a current or unaltered release of the Subscription Product made available to Customer. (c) If use of any Subscription Product is enjoined, or if Amadeus reasonably believes that use of any Subscription Product may be enjoined, Amadeus may, at its option, (a) obtain the right for Customer to continue using the Subscription Product; or (b) replace or modify the Subscription Product so it is based on no longer infringing, or if neither (a) nor (b) can reasonably be accomplished, (c) terminate the Customer’s license to use the Subscription Product and issue a claim that pro- rata refund of the Software as it exists on Subscription Fees prepaid for the time period following the date of the Invoice infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organizedtermination. 8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party (d) This Section states Customer’s exclusive remedy and Amadeus’ entire liability for any claim that the Software infringes the of infringement of any intellectual property rights of such party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. IAR Systems may at its option obtain the right for the Licensee to continue using the infringing Licensed Product, replace or modify the infringing Licensed Product until it becomes non-infringing, or if such replacement or modification is not reasonably available, terminate this license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affectedany kind. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use of the Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIOD.

Intellectual Property Infringement. 8.1 IAR Systems a) Subject to the Merger Agreement, EVERTEC agrees to defend and indemnify BPPR against claims that its Intellectual Property infringes any Intellectual Property Right of a Third Party. EVERTEC will in defend BPPR and will pay the way set out in section 8.2damages and costs finally awarded against BPPR. Notwithstanding anything to the contrary herein, and subject to all limitations therein, act on any action brought against the Licensee to the extent it that Popular has an indemnity obligation to Parent (as that term is based on a claim that defined in the Software as it exists on the date of the Invoice infringes any patent or copyright duly issued Merger Agreement) and/or EVERTEC under the laws Merger Agreement with respect to any claim of the country Intellectual Property infringement, EVERTEC shall have no liability to BPPR for such claim under which IAR Systems or the Licensee is organizedthis Agreement. 8.2 IAR Systems shall, in b) If EVERTEC receives notice of an infringement claim or otherwise concludes that its Intellectual Property may infringe the way set out below, as sole remedy, act on a third-party claim that the Software infringes the intellectual property proprietary rights of such partya Third Party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and EVERTEC may in its sole authority to defend or settle the claim. IAR Systems may at its option obtain discretion: (i) procure the right for the Licensee BPPR to continue using the infringing Licensed Product, replace or affected Intellectual Property; (ii) modify the infringing Licensed Product until affected Intellectual Property to make it becomes non-infringing; (iii) replace the affected Intellectual Property with a functional equivalent; or (iv) if EVERTEC determines that options (i) through (iii) are not practicable, or terminate BPPR’s right to use the affected Intellectual Property and accept its return against payment of its then-depreciated value, computed on a five (5) year straight-line depreciation schedule commencing as of its installation date. c) EVERTEC will have no liability for any claim of infringement and thus no obligation to defend and indemnify BPPR under this Section if such replacement or modification infringement claim is not reasonably available, terminate this license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affected. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized based on (i) BPPR’s continued use of the Softwareaffected Intellectual Property after EVERTEC notifies BPPR to discontinue use because of such a claim; (ii) BPPR’s use of a superseded or altered release of the affected Intellectual Property or any portion thereof, postdeliveryincluding, nonbut not limited to, BPPR’s failure to use updates or new releases made available by EVERTEC; (iii) any BPPR or Third‑Party modification to the affected Intellectual Property; (iv) BPPR’s use of the affected Intellectual Property without EVERTEC’s written consent; (v) BPPR’s use, operation or combination of the affected Intellectual Property with information, software, specifications, instructions, data, materials or items not supplied by EVERTEC, (vi) use of the affected Intellectual Property in a manner not intended by the accompanying and provided documentation; or (vii) BPPR’s misuse of the affected Intellectual Property. d) Furthermore, EVERTEC’s obligation to defend BPPR under this section is subject to all of the following conditions: (i) BPPR must notify EVERTEC promptly in writing after the claim is asserted or threatened; (ii) BPPR must give EVERTEC sole control over its defense or settlement; (iii) BPPR does not take a position that is adverse to EVERTEC; and (iv) BPPR must provide EVERTEC with reasonable assistance in defending the claim for which EVERTEC will reimburse BPPR for any reasonable out-IAR Systems modificationsof-pocket expenses that BPPR incurs in providing such assistance. e) BPPR agrees to notify EVERTEC promptly in writing if any other type of Third Party claim is brought against BPPR regarding EVERTEC’s Intellectual Property. EVERTEC may, or the combination with other products or devices not furnished at its option, choose to treat these claims as being covered by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIODthis Section.

Intellectual Property Infringement. 8.1 IAR Systems Focus warrants that that it has all rights necessary to grant the licenses and perform the services provided hereunder and that no Program will in infringe the way set out in section 8.2copyright, and subject to all limitations thereinpatent, act on any action brought against the Licensee to the extent it is based on a claim that the Software as it exists on the date of the Invoice infringes any patent trademark or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organized. 8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party claim that the Software infringes the other intellectual property rights of such any third party. This warranty shall run indefinitely. Focus agrees to defend or, provided at its exclusive option, settle, any action at law against Licensee alleging that IAR Systems is Licensee's use of a given prompt Product under this Agreement infringes any copyright, patent, trademark or other intellectual property rights of any third party ("Action"). Focus shall control the defense and any related settlement negotiation of any Action(s). Licensee shall promptly give notice of any such claim Action(s) and fully cooperate with Focus, at Focus’s expense, in the investigation, preparation, defense and settlement of each such Action. Focus agrees to hold Licensee harmless in the event of a copyright, patent, trademark or other intellectual property right dispute regarding its use of such Product. Focus will not be obligated to indemnify Licensee under any settlement made by or on behalf of Licensee without Focus’s written consent. If, in Focus’s opinion, any Product is given informationinfringing or may be held to be infringing, reasonable assistanceFocus may, and sole authority to defend or settle the claim. IAR Systems may at its Focus’s option obtain the right for the Licensee to continue using the infringing Licensed Product, replace or (a) modify the infringing Licensed Product until to make it becomes non-infringing, (b) replace the Product with a non-infringing equivalent, or if (c) require that Licensee return such replacement or modification is not reasonably available, terminate this license with respect to the infringing Licensed Product and provide for in such cases, Focus will give Licensee a reasonable pro-rated refund of all license fees paid for such Product on a five-year, straight-line depreciation basis. The obligations of this Section will not apply if the infringement is caused by (a) modification of the Product by anyone other than Focus, (b) negligence or willful misconduct of Licensee or its agent, (c) misuse of the Product by Licensee or its agent, (d) use of the Product other than in the specified operating environment, (e) failure by the Licensee to IAR Systems for implement any improvements or updates to the Licensed Product so affected. 8.3 IAR Systems shall not have any liability if as supplied by Focus, or (f) the alleged infringement arises out of unauthorized use combination of the SoftwareProduct with any materials, postdeliveryequipment, non-IAR Systems modificationssoftware, or hardware not provided by Focus or its agent contrary to specifications in the combination with other products Documentation or devices not furnished by IAR SystemsProduct Schedule. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8This Section describes Licensee’s sole remedy, IN THE CASE OF A PERPETUAL LICENSING MODELand Focus’s entire liability, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIODfor any claims of infringement.

Intellectual Property Infringement. 8.1 IAR Systems HydroMed will notify Paladin if it receives any notice of infringement related to the activities engaged in the way set out in section 8.2under this Agreement, and subject to all limitations therein, act on advise Paladin of any action brought litigation which may be initiated against the Licensee it related to the extent it is based on a claim that the Software as it exists on the date activities engaged in under this Agreement, and will keep Paladin advised throughout such litigation. All costs of such litigation shall be borne by HydroMed unless any of the Invoice infringes any patent Paladin Releasees admit infringement or copyright duly issued under settle such litigation without the laws prior written consent of HydroMed, which consent shall not be unreasonably withheld, delayed or denied. Notwithstanding the country under which IAR Systems or foregoing, and without limiting the Licensee is organized. 8.2 IAR Systems shallgenerality of Sections 11.2 through 11.4, in the way set out belowevent that the marketing, as sole remedyuse or sale of the Product in accordance with this Agreement infringes or would infringe any Third Party intellectual property rights, act the Party first becoming aware of same shall notify the other and, subject to Sections 11.2 through 11.4, the Parties shall discuss the matter and decide on a thirdcourse of action. Should any such infringement claim or suit be upheld by a final, non-party claim appealable order of a court that prevents Paladin from marketing, using and selling the Software infringes Product in the Territory, HydroMed shall repurchase from Paladin, at cost, all of the Product currently in Paladin's stock that have not been sold. HydroMed may then, in its sole discretion after consultation with Paladin, elect to (i) change the Product so as to make it non-infringing; or (ii) obtain rights to the Third Party intellectual property rights and make such rights available to Paladin (it being understood that Paladin shall in no event be required to make any additional payments provided for herein for the grant of such partyrights). If, however, HydroMed chooses to do neither of the foregoing, then HydroMed shall inform Paladin and the Parties may mutually agree to terminate this Agreement, provided that IAR Systems if this Agreement is given prompt notice not so terminated, then HydroMed shall be relieved of such claim its obligations under Article 7 and is given information, reasonable assistanceArticle 8 to manufacture and supply Paladin with Product (both in respect of any unsatisfied Purchase Orders and any new Purchase Orders that Paladin may place with Hydromed), and sole authority to defend or settle the claim. IAR Systems may at its option obtain the right for the Licensee to continue using the infringing Licensed Product, replace or modify the infringing Licensed Product until it becomes non-infringing, or if such replacement or modification is not reasonably available, terminate this license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affected. 8.3 IAR Systems Paladin shall not have be entitled to exercise any liability if the alleged infringement arises out rights or remedies against HydroMed in respect of unauthorized use of the Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIODany failure to supply.

Intellectual Property Infringement. 8.1 IAR Systems will in the way set out in section 8.2, and subject to all limitations therein, act on any action brought against the Licensee to the extent it is based on a claim that the Software as it exists on the date of the Invoice infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organized. 8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party claim that the Software infringes the intellectual property rights of such party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. IAR Systems may at its option obtain the right for the Licensee to continue using the infringing Licensed IAR Product, replace or modify the infringing Licensed Product until it becomes non-infringing, or if such replacement or modification is not reasonably available, terminate this license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed IAR Product so affected. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use of the Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIOD.

Intellectual Property Infringement. 8.1 IAR Systems will The CLIENT shall notify ADAPPT immediately of any action and related claims broughtagainst the CLIENT alleging that the CLIENT'S use of any Cloud Based Software Service provided by ADAPPT infringes a United Kingdom patent or Copyright. ADAPPT shall at its sole discretion elect whether or not it wishes to defend such action. Save in cases where any of the sub- clauses of clause 8.3 below apply, ADAPPT shall pay all costs and damages finally awarded in such action provided ADAPPT shall have the sole control of the defence and all negotiations for settlement. The CLIENT shall provide any assistance ADAPPT may request in the way set out in section 8.2, and subject to all limitations therein, act on any action brought against the Licensee to the extent it is based on a claim that the Software as it exists on the date defence of the Invoice infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organizedsuch action(s). 8.2 IAR Systems shall, in In the way set out below, as sole remedy, act on event that a third-party claim that final injunction shall be obtained against the CLIENT’S use of the Cloud Based Software infringes the intellectual property rights Service by reason of such party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. IAR Systems may infringement ADAPPT will at its option obtain own expense either procure for the CLIENT the right for the Licensee to continue using the infringing Licensed Productsuch services (or parts thereof), replace or modify the infringing Licensed Product until it same so that is becomes non-infringing, infringing or if such replacement or modification is not reasonably available, terminate this license with respect to refund the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affectedservices or parts thereof found to be infringing. 8.3 IAR Systems ADAPPT shall not have any liability be liable if the alleged infringement arises out of unauthorized is based upon: 8.3.1 use of the Software, postdelivery, non-IAR Systems modifications, or the Cloud Based Software Service in combination with products not sold or supplied by ADAPPT ; or 8.3.2 material alteration of the Cloud Based Software Service by anyone other products than ADAPPT; or 8.3.3 use of Cloud Based Software Service after the CLIENT has been notified by 8.3.4 furnishing to ADAPPT by the CLIENT any information, service, application or devices not general assistance; or 8.3.5 compliance with designs or specifications furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8oron behalf of the 8.3.6 any unauthorised use of the Cloud Based Software Service(s) by the CLIENT. 8.4 The CLIENT shall indemnify and keep fully indemnified ADAPPT againstany losses, IN THE CASE OF A PERPETUAL LICENSING MODELcosts, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIODexpenses or damages (together“Losses”) incurred by ADAPPT in the event that such Loss is incurred by ADAPPT as a direct or indirect result of the sub-clauses of clause 8.3 above applying. 8.5 The foregoing states the entire liability of ADAPPT for Intellectual Property infringements by ADAPPT with regard to provision of any Cloud Based Software Service(s).

Intellectual Property Infringement. 8.1 IAR Systems will in the way set out in section 8.2Ruckus agrees to defend Licensee and pay any damages finally awarded or, at its option settle and subject pay any settlement agreed to all limitations thereinby Ruckus, act on with respect to any action claim made or brought against the Licensee to the extent it is based on a claim by an entity unaffiliated with Licensee alleging that the Software as it exists on the date Licensee’s use of the Invoice infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organized. 8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party claim that the unaltered Software infringes the intellectual property rights or misappropriates any patent, copyright or trademark of such partyentity, provided that IAR Systems is given Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and is given information, reasonable assistancedefend such claim, and sole authority to defend or settle (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. IAR Systems may In the event of such a claim or threatened claim, Ruckus may, at its option option, (i) provide Licensee with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringing, (ii) obtain the right for the Licensee to continue using the infringing Licensed Product, replace or modify the infringing Licensed Product until it becomes non-infringingSoftware, or if such replacement or modification is not reasonably available, (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affected. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use current version of the Software, postdeliveryif the infringement would be avoided by use of the current version, non-IAR Systems modifications, or (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (c) any alleged patent infringement related to the implementation of a standard; (d) any modification of the Software by any party other products than Ruckus, (e) any open source code contained within the Software, (f) damages based on the value of product, services or devices business methods not furnished provided by IAR Systemsor performed by Ruckus, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth above. THIS PARAGRAPH REPRESENTS THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND EXCLUSIVE LIABILITY OF RUCKUS AND THE LICENSEE’S SOLE REMEDIES EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIODTHIRD PARTY RIGHTS.

Intellectual Property Infringement. 8.1 IAR Systems will in the way set out in section 8.2Xxxxxx agrees to defend Licensee and pay any damages finally awarded or, at its option settle and subject pay any settlement agreed to all limitations thereinby Xxxxxx, act on with respect to any action claim made or brought against the Licensee to the extent it is based on a claim by an entity unaffiliated with Licensee alleging that the Software as it exists on the date Licensee’s use of the Invoice infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organized. 8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party claim that the unaltered Software infringes the intellectual property rights or misappropriates any patent, copyright or trademark of such partyentity, provided that IAR Systems is given Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and is given information, reasonable assistancedefend such claim, and sole authority to defend or settle (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. IAR Systems may In the event of such a claim or threatened claim, Ruckus may, at its option option, (i) provide Licensee with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringing, (ii) obtain the right for the Licensee to continue using the infringing Licensed Product, replace or modify the infringing Licensed Product until it becomes non-infringingSoftware, or if such replacement or modification is not reasonably available, (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affected. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use current version of the Software, postdeliveryif the infringement would be avoided by use of the current version, non-IAR Systems modifications, or (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (c) any alleged patent infringement related to the implementation of a standard; (d) any modification of the Software by any party other products than Ruckus, (e) any open source code contained within the Software, (f) damages based on the value of product, services or devices business methods not furnished provided by IAR Systemsor performed by Xxxxxx, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth above. THIS PARAGRAPH REPRESENTS THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND EXCLUSIVE LIABILITY OF RUCKUS AND THE LICENSEE’S SOLE REMEDIES EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIODTHIRD PARTY RIGHTS.

Intellectual Property Infringement. 8.1 IAR Systems will in Subject to the way set out in section 8.2remainder of this Section 8, and subject to all limitations thereinHortonworks shall, act on at its own expense (a) defend Customer against any third party claim, suit, or action brought against Customer alleging that any Work Product or Hortonworks Retained Property set forth as a deliverable in the Licensee applicable Order Form or SOW and delivered to the extent it is based on a claim that the Software as it exists on the date of the Invoice infringes Customer in connection with Services provided under this Agreement, or any patent part thereof, infringe such third party’s United “tates patent, trademark, or copyright duly issued copyright, or misappropriate such third party’s trade secrets under the laws of the country under which IAR Systems or United “tates (each an “Infringement Claim”), and (b) indemnify Customer from the Licensee is organized. 8.2 IAR Systems shall, in resulting costs and damages finally awarded against Customer to the way set out below, as sole remedy, act on a third-third party claim that the Software infringes the intellectual property rights of such party, provided that IAR Systems is given prompt notice of making such claim and is given informationby a court of competent jurisdiction or agreed to in settlement with regard to any such Infringement Claim. Notwithstanding any other terms or conditions of this Agreement, reasonable assistance, and sole authority to defend Hortonworks shall have no liability or settle the claim. IAR Systems may at its option obtain the right for the Licensee to continue using the infringing Licensed Product, replace or modify the infringing Licensed Product until it becomes non-infringing, or if such replacement or modification is not reasonably available, terminate obligations under this license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affected. 8.3 IAR Systems shall not have any liability Section 8.2 if the alleged infringement arises out is based on (i) combination of unauthorized the Work Product or Hortonworks Retained Property with non-Hortonworks products, (ii) use of the SoftwareWork Product or Hortonworks Retained Property for a purpose or in a manner for which it was not designed or beyond its reasonably intended use, postdelivery(iii) use of any older version of the Work Product or Hortonworks Retained Property when use of a newer version provided by Hortonworks would have avoided the infringement, non-IAR Systems modifications(iv) any modification or alteration of the Work Product or Hortonworks Retained Property by a party other than Hortonworks or without Hortonworks written and express direction, (v) Hortonworks’ compliance with any materials, designs, specifications or instructions provided by Customer, (vi) Customer using the Work Product or Hortonworks Retained Property after Hortonworks notifies Customer to discontinue use due to an infringement claim, or the combination with other products or devices not furnished by IAR Systems(vii) open source software. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS8.2 “XXXX“ CU“TOMER’“ “OLE AND EXCLU“IVE REMEDY AND HORTONWORK“’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES ENTIRE LIABILITY FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIODCLAIMS.

Intellectual Property Infringement. 8.1 11.1 IAR Systems will in the way set out in section 8.2Section 11.2, and subject to all limitations therein, act on any action brought against the Licensee to the extent it is based on a claim that the Software Licensed Product as it exists on the date of the Invoice infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organized. 8.2 11.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party claim that the Software Licensed Product infringes the intellectual property rights of such party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. IAR Systems may at its option obtain the right for the Licensee to continue using the infringing Licensed Product, replace or modify the infringing Licensed Product until it becomes non-non- infringing, or if such replacement or modification is not reasonably available, terminate this license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affected. 8.3 11.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use of the SoftwareLicensed Product, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR SystemsIAR. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ IAR' SOLE LIABILITIES AND THE LICENSEE’S 'S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: , THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 811, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- ONE-YEAR PERIOD.

Intellectual Property Infringement. 8.1 IAR Systems If a third party makes a claim against Licensee, its Affiliates, or Authorized Users (“Licensee Group”) that the Licensed Software infringes, misappropriates, dilutes, or otherwise violates any patent, copyright, right to use, trademark, or trade secret (“IP Claim”); Licensor will in (i) indemnify and defend Licensee Group against the way set out in section 8.2IP Claim at Licensor’s cost and expense, and subject to (ii) pay all limitations thereinawards, act on any action brought against the fines, interest, judgments, costs, damages and expenses (including reasonable legal fees) reasonably incurred by Licensee Group directly related to the extent it is based on IP Claim or agreed to in a claim that the Software as it exists on the date written settlement agreement signed by Licensor; provided that: (i) Licensee promptly notifies Licensor in writing no later than ten (10) days after Licensee’s receipt of notification of a potential claim; (ii) Licensor may assume sole control of the Invoice infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organized. 8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party claim that the Software infringes the intellectual property rights of such party, provided that IAR Systems is given prompt notice defense of such claim and is given informationall related settlement negotiations; and (iii) Licensee provides Licensor, reasonable at Licensor’s request and expense, with the assistance, information and sole authority necessary to defend or settle perform Licensor’s obligations under this Section. In all events, Licensee shall have the claim. IAR Systems may right to participate, at its option own cost and expense, in the defense of any suit or proceeding through counsel of its own choosing. Notwithstanding the foregoing, Licensor shall have no liability for any IP Claim based on (a) the use of a superseded or altered release of Licensed Software if the IP Claim would have been avoided by the use of a then current unaltered release of the Licensed Software, (b) the modification of Licensed Software not authorized by Licensor, or (c) the use of the Licensed Software other than in accordance with the Documentation and this Agreement, or (d) the combination, operation, or use of the Licensed Software in combination with any software where in the absence of such combination the Licensed Software are not infringing. If a third party prevails on its IP Claim or obtains temporary or permanent relief preventing Licensee Group from using any portion of the Licensed Software, or if Licensor believes in good faith that the Licensed Software infringes or is believed by Licensor to infringe, Licensor shall have the option, at its expense, to (a) replace or modify the Licensed Software to be non- infringing, or (b) obtain the right for the Licensee Group a license to continue using the infringing Licensed ProductSoftware. If it is not commercially reasonable to perform either of the foregoing options, replace or modify then Licensor may terminate the license for the infringing Licensed Product until it becomes non-infringing, or if such replacement or modification is not reasonably available, terminate this Software and refund the license fees paid for the Licensed Software. This Section 5.3 sets forth Licensor’s complete liability and Licensee’s sole and exclusive remedy with respect to the infringing Licensed Product and provide for a reasonable refund infringement of fees paid by the Licensee to IAR Systems for the Licensed Product so affectedintellectual property rights. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use of the Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIOD.

Intellectual Property Infringement. 8.1 IAR Systems will in the way set out in section 8.2, and subject to all limitations therein, act on The CLIENT shall notify INFORMEDSOLUTIONS immediately of any action and related claims brought against the Licensee to the extent it is based on a claim CLIENT alleging that the CLIENT'S use of any Cloud Based Software as Service provided by INFORMEDSOLUTIONS infringes a United Kingdom patent or Copyright. INFORMEDSOLUTIONS shall at its sole discretion elect whether or not it exists on the date wishes to defend such action. Save in cases where any of the Invoice infringes any patent or copyright duly issued under sub- clauses of clause 8.3 below apply, INFORMEDSOLUTIONS shall pay all costs and damages finally awarded in such action provided INFORMED SOLUTIONS shall have the laws sole control of the country under which IAR Systems or defence and all negotiations for settlement. The CLIENT shall provide any assistance INFORMEDSOLUTIONS may request in the Licensee is organizeddefence of such action(s). 8.2 IAR Systems shall, in In the way set out below, as sole remedy, act on event that a third-party claim that final injunction shall be obtained against the CLIENT’S use of the Cloud Based Software infringes the intellectual property rights Service by reason of such party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. IAR Systems may infringement INFORMED SOLUTIONS will at its option obtain own expense either procure for the CLIENT the right for the Licensee to continue using the infringing Licensed Productsuch services (or parts thereof), replace or modify the infringing Licensed Product until it same so that is becomes non-infringing, infringing or if such replacement or modification is not reasonably available, terminate this license with respect to refund the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affectedservices or parts thereof found to be infringing. 8.3 IAR Systems INFORMEDSOLUTIONS shall not have any liability be liable if the alleged infringement arises out of unauthorized is based upon: 8.3.1 use of the Software, postdelivery, non-IAR Systems modifications, or the Cloud Based Software Service in combination with products not sold or supplied by INFORMED SOLUTIONS; or 8.3.2 material alteration of the Cloud Based Software Service by anyone other products than INFORMED SOLUTIONS; or 8.3.3 use of Cloud Based Software Service after the CLIENT has been notified by 8.3.4 furnishing to INFORMEDSOLUTIONS by the CLIENT any information, service, application or devices not general assistance; or 8.3.5 compliance with designs or specifications furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8or on behalf of the 8.3.6 any unauthorised use of the Cloud Based Software Service(s) by the CLIENT. 8.4 The CLIENT shall indemnify and keep fully indemnified INFORMEDSOLUTIONS against any losses, IN THE CASE OF A PERPETUAL LICENSING MODELcosts, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIODexpenses or damages (together “Losses”) incurred by INFORMEDSOLUTIONS in the event that such Loss is incurred by INFORMED SOLUTIONS as a direct or indirect result of the sub-clauses of clause 8.3 above applying. 8.5 The foregoing states the entire liability of INFORMED SOLUTIONS for Intellectual Property infringements by INFORMED SOLUTIONS with regard to provision of any Cloud Based Software Service(s).