Common use of Intellectual Property Infringement Clause in Contracts

Intellectual Property Infringement. (a) Notwithstanding any other provision of this Addendum, if any claim is asserted, or action or proceeding brought against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party. (b) If the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretion: (i) promptly replace the Licensed Property with a compatible, functionally equivalent, non-infringing system; or (ii) promptly modify the Licensed Property to make it non-infringing; or (iii) promptly procure the right of Subscriber to use the Licensed Property as intended.

Intellectual Property Infringement. Vendor represents and warrants that its software and any related systems and/or services related to its software (acollectively, the "Software") Notwithstanding furnished by Vendor to FIU will not infringe upon or violate any other provision of this Addendumpatent, if any claim is assertedcopyright, trademark, trade secret, or action or proceeding brought against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party. Vendor will, at its expense, defend any suit brought against FIU and will indemnify FIU against an award of damages and costs (including reasonable attorney fees, court costs and appeals), made against FIU by settlement or final judgment of a court that is based on a claim that the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written use of the Vendor's Software infringes an intellectual property right of a third party; provided that FIU notifies Vendor in writing of the suit or any claim of infringement within thirty (30) calendar days after receiving notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, further provided that Vendor is permitted to control the defense in any such claim litigation or action with counsel settlement of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claimthe suit. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE FIU will provide reasonable cooperation in the defense of the suit at Vendor’s expense. Such defense and indemnity shall survive termination or expiration of the Agreement and the Vendor's liability for the above is not limited by any claim, action, limitation of liability clauses in the Agreement. In the event an injunction or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to order shall be obtained against FIU for the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by Vendor's Software or if in the Indemnified Party. (b) If Vendor's opinion the Licensed Property becomes Software is likely to become the subject of a claim of infringement or misappropriation violation of a copyright, patenttrademark, trade secret, or trade secret or the violation of any other contractual or proprietary right of any a third party, TECHSHARE Vendor shall, at its sole cost and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretion: (ia) promptly replace Procure for FIU the Licensed Property with a compatible, functionally equivalent, non-infringing systemright to continue using the Software; or (iib) promptly at no additional cost to FIU, replace or modify the Licensed Property Software so that it becomes non- infringing, but only if the modification or replacement does not adversely affect the specifications of the Software or its use by FIU. If neither (a) nor (b) above is practical, Vendor shall remove the Software from FIU and shall issue a credit for the Software to make it non-infringing; or (iii) promptly procure the right of Subscriber to use the Licensed Property as intendedFIU, less reasonable depreciation. Thereafter, any license involved shall be considered canceled.

Intellectual Property Infringement. (a) Notwithstanding any other provision of this Addenduma. Subject to Section 12, if any claim is assertednCipher will defend at its own expense, or at its option, settle any action or proceeding brought by a third party against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply Licensee to the extent that such it is based upon a claim is that a nCipher provided Product infringes a valid Canada, United States, European Union, Hong Kong or United Kingdom patent or copyright or misappropriates a third party's trade secret (“IP Claim”). nCipher will pay direct costs and direct monetary damages finally awarded against Licensee in any such IP Claim, which are directly and solely attributable to modifications to such IP claim (the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party“IP Indemnity”). (b) If the Licensed Property becomes the b. The IP Indemnity is subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost to and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretionlimited by: (i) promptly Licensee providing prompt notification in writing to nCipher of any such action; (ii) nCipher having sole control of the defense and all negotiations for settlement of such action; (iii) Licensee providing all available information, reasonable assistance and authority to enable nCipher to defend, negotiate and settle such action; and (iv) Licensee not making any admission or taking any other action that could prejudice the defense or settlement of the claim. c. Sole and exclusive remedy. Should such Products become, or in nCipher’s opinion, be likely to become the subject of an IP Claim or the use thereof become restricted by a court awarded injunction, Licensee shall permit nCipher, at nCipher’s sole option and expense, the right to either: (i) procure for Licensee the right to continue using such Products by license or release from claim of violation, infringement or misappropriation; (ii) modify such Product so that they are functionally equivalent but are no longer subject to a claim; (iii) replace the Licensed Property Product with a compatible, functionally equivalent, non-infringing systemequally suitable substitute Product free from claim; or (iv) refund to Licensee the purchase price for the impacted Product based on a three (3) year straight line depreciation schedule. d. Exceptions to nCipher’s indemnity. nCipher shall have no liability to the Licensee under this IP Indemnity with respect to any IP Claim which is arising from: (i) nCipher compliance with any design, technical information, instructions or specifications furnished by the Licensee; (ii) promptly modify the Licensed Property combination or utilization of the products or services not provided by nCipher or, provided that the Product when used alone does not give rise to make it non-infringingsuch infringement; (iii) the modification of the Products furnished hereunder other than by nCipher or its agents, servants or subcontractors; or (iiiiv) promptly procure the right use of Subscriber the Products contrary to use the Licensed Property as intendedDocumentation. e. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF NCIPHER AND ITS LICENSORS AND THE SOLE AND EXCLUSIVE REMEDY OF LICENSEE WITH RESPECT TO ANY CLAIM OF PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS INFRINGEMENT BY THE PRODUCTS, ANY SERVICE, ANY PART THEREOF OR THE USE THEREOF, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.. NOTWITHSTANDING THE FOREGOING, ALL OPEN SOURCE SOFTWARE OR FREEWARE INCLUDED WITH THE PRODUCT IS PROVIDED WITHOUT ANY RIGHTS TO INDEMNIFICATION. IN NO EVENT SHALL NCIPHER BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR LOST PROFITS UNDER THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Intellectual Property Infringement. (a) Notwithstanding any other provision of this Addenduma. Subject to Section 11, if any claim is assertednCipher will defend at its own expense, or at its option, settle any action or proceeding brought by a third party against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply Licensee to the extent that such it is based upon a claim is that a nCipher provided Product infringes a valid Canada, United States, European Union, Hong Kong or United Kingdom patent or copyright or misappropriates a third party's trade secret (“IP Claim”). nCipher will pay direct costs and direct monetary damages finally awarded against Licensee in any such IP Claim, which are directly and solely attributable to modifications to such IP claim (the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party“IP Indemnity”). (b) If the Licensed Property becomes the b. The IP Indemnity is subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost to and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretionlimited by: (i) promptly Licensee providing prompt notification in writing to nCipher of any such action; (ii) nCipher having sole control of the defense and all negotiations for settlement of such action; (iii) Licensee providing all available information, reasonable assistance and authority to enable nCipher to defend, negotiate and settle such action; and (iv) Licensee not making any admission or taking any other action that could prejudice the defense or settlement of the claim. c. Sole and exclusive remedy. Should such Products become, or in nCipher’s opinion, be likely to become the subject of an IP Claim or the use thereof become restricted by a court awarded injunction, Licensee shall permit nCipher, at nCipher’s sole option and expense, the right to either: (i) procure for Licensee the right to continue using such Products by license or release from claim of violation, infringement or misappropriation; (ii) modify such Product so that they are functionally equivalent but are no longer subject to a claim; (iii) replace the Licensed Property Product with a compatible, functionally equivalent, non-infringing systemequally suitable substitute Product free from claim; or (iv) refund to Licensee the purchase price for the impacted Product based on a three (3) year straight line depreciation schedule. d. Exceptions to nCipher’s indemnity. nCipher shall have no liability to the Licensee under this IP Indemnity with respect to any IP Claim which is arising from: (i) nCipher compliance with any design, technical information, instructions or specifications furnished by the Licensee; (ii) promptly modify the Licensed Property combination or utilization of the products or services not provided by nCipher or, provided that the Product when used alone does not give rise to make it non-infringingsuch infringement; (iii) the modification of the Products furnished hereunder other than by nCipher or its agents, servants or subcontractors; or (iiiiv) promptly procure the right use of Subscriber the Products contrary to use the Licensed Property as intendedDocumentation. e. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF NCIPHER AND ITS LICENSORS AND THE SOLE AND EXCLUSIVE REMEDY OF LICENSEE WITH RESPECT TO ANY CLAIM OF PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS INFRINGEMENT BY THE PRODUCTS, ANY SERVICE, ANY PART THEREOF OR THE USE THEREOF, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.. NOTWITHSTANDING THE FOREGOING, ALL OPEN SOURCE SOFTWARE OR FREEWARE INCLUDED WITH THE PRODUCT IS PROVIDED WITHOUT ANY RIGHTS TO INDEMNIFICATION. IN NO EVENT SHALL NCIPHER BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR LOST PROFITS UNDER THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Intellectual Property Infringement. (a) Notwithstanding any other provision of this AddendumSubject to Section 7.4(d), if any claim is assertedEVERTEC agrees to defend, indemnify and hold harmless COMPANY, BPPR, and their Affiliates and Subsidiaries and their respective Representatives, Third Party information providers, Subcontractors and permitted assigns and successors in interest (“IP Indemnified Parties”) from and against all Losses incurred or suffered by, or asserted against, such IP Indemnified Party directly or indirectly in relation to or arising from any claim, action or other proceeding brought against an Indemnified Party from a Third Parties alleging that alleges that all or any part of the Licensed Services or EVERTEC’s or its Affiliates’ Systems or Intellectual Property, in or the form supplied, use thereof by or modified by TECHSHARE, or an on behalf of the IP Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary Intellectual Property right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Third Party. (b) If EVERTEC receives notice of an infringement claim or otherwise concludes that the Licensed Services or its or its Affiliates’ Intellectual Property, or the use thereof by or on behalf of the COMPANY, BPPR, and their respective Subsidiaries, may infringe the proprietary rights (including Intellectual Property becomes the subject rights) of a claim of infringement or misappropriation of a copyrightThird Party, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at EVERTEC may in its sole cost and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretion: discretion (i) promptly replace procure the Licensed Property with a compatibleright for COMPANY, functionally equivalentBPPR, non-infringing systemand their respective Subsidiaries to continue using the affected Service or Intellectual Property; or (ii) promptly modify the Licensed affected Service or Intellectual Property to make it non-infringing; or (iii) promptly procure replace the right affected Service or Intellectual Property with a functional equivalent without substantial degradation in functionality, utility or performance. (c) If EVERTEC receives notice of Subscriber an infringement claim against an IP Indemnified Party related to an EVERTEC Pass Through License, if requested by BPPR or COMPANY, EVERTEC shall use Best Efforts to pursue its rights, if any, for indemnification or other monetary remedies against the Licensed Property as intendedapplicable Third Party licensor in accordance with the terms set forth in the EVERTEC Pass Through License. Monetary awards actually received by EVERTEC, less the amount of all fees, claims, costs and expenses (including attorneys’ fees) incurred by EVERTEC in connection with pursuing such claim against a Third Party provider for infringement, shall be allocated between EVERTEC and its other customers, on the one hand, and the COMPANY, BPPR and their respective Subsidiaries, on the other, in proportion to the damages and costs sustained by such party due to the EVERTEC Pass Through License.

Intellectual Property Infringement. Each Party agrees to hold the other Party, its subsidiaries and distributors and assignees harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against this Party, its subsidiaries and distributors and assignees by any third party that the use or distribution of the Software or any other intellectual property that is the subject of this Agreement and owned or licensed by this Party, infringes or violates any third party's patent, copyright, trade secret or other intellectual property right in any country. Indemnification hereunder shall cover all damages, regardless of their nature, settlements, expenses and costs, including costs of investigation, court costs and attorneys' fees. The payment of any indemnification shall be contingent on: (a) Notwithstanding This Party giving prompt written notice to the other of any such claim or allegation; (b) Cooperation by this Party with the other Party in its defense against the claim; and (c) This Party obtaining the other's prior written approval of any settlement, if any, by this Party of such matters, such approval not to be unreasonably withheld. Neither Party shall have the obligation to indemnify the other for any claims of infringement based on any modification by the latest version of its Software, or from the combination of its Software with any other provision program to the extent such claim would not have arisen without such combination or from use of the unmodified Software or intellectual property. If the operation of any Software that is the subject of this Addendum, if any claim is assertedAgreement becomes, or action is likely to become, the subject of a claim involving the infringement or proceeding brought against an Indemnified Party that alleges that all or other violation of any part of the Licensed Propertypatent, in the form suppliedcopyright, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible assettrade secret, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right intellectual property rights of any third party, the Indemnified PartyParties will jointly determine in good faith what appropriate steps are to be taken by them, upon with a view towards curing such infringement or other violation, at the Software owner's sole charge. Such steps may include, but are not limited to: (i) The owner securing the right to continue using its awarenessSoftware, shall give TECHSHARE prompt written notice thereofor (ii) The owner replacing or modifying its Software so that it becomes non-infringing. TECHSHARE shall defendIf no other option is reasonably available, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use owner of the Licensed Property by Software agrees to use its best efforts to withdraw, at its sole expense, the Indemnified Party. (b) If infringing Software from the Licensed Property market. In the event a Derivative Work, created under this Agreement, becomes the subject of a claim of infringement or misappropriation infringement, the owner of a copyright, patent, or trade secret or said Derivative Work shall indemnify the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretion: (i) promptly replace the Licensed Property with a compatible, functionally equivalent, non-infringing system; or (ii) promptly modify the Licensed Property Party pursuant to make it non-infringing; or (iii) promptly procure the right of Subscriber to use the Licensed Property as intendedthis SECTION 9.

Intellectual Property Infringement. (a) Notwithstanding any other provision of this Addenduma. Subject to Section 11, if any claim is assertednCipher will defend at its own expense, or at its option, settle any action or proceeding brought by a third party against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply Licensee to the extent that such it is based upon a claim is that a nCipher provided Product infringes a valid Canada, United States, European Union, Hong Kong or United Kingdom patent or copyright or misappropriates a third party's trade secret (“IP Claim”). nCipher will pay direct costs and direct monetary damages finally awarded against Licensee in any such IP Claim, which are directly and solely attributable to modifications to such IP claim (the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party“IP Indemnity”). (b) If the Licensed Property becomes the b. The IP Indemnity is subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost to and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretionlimited by: (i) promptly Licensee providing prompt notification in writing to nCipher of any such action; (ii) nCipher having sole control of the defense and all negotiations for settlement of such action; (iii) Licensee providing all available information, reasonable assistance and authority to enable nCipher to defend, negotiate and settle such action; and (iv) Licensee not making any admission or taking any other action that could prejudice the defense or settlement of the claim. c. Sole and exclusive remedy. Should such Products become, or in nCipher’s opinion, be likely to become the subject of an IP Claim or the use thereof become restricted by a court awarded injunction, Licensee shall permit nCipher, at nCipher’s sole option and expense, the right to either: (i) procure for Licensee the right to continue using such Products by license or release from claim of violation, infringement or misappropriation; (ii) modify such Product so that they are functionally equivalent but are no longer subject to a claim; (iii) replace the Licensed Property Product with a compatible, functionally equivalent, non-infringing systemequally suitable substitute Product free from claim; or (iv) refund to Licensee the purchase price for the impacted Product based on a three (3) year straight line depreciation schedule. d. Exceptions to nCipher’s indemnity. nCipher shall have no liability to the Licensee under this IP Indemnity with respect to any IP Claim which is arising from: (i) nCipher compliance with any design, technical information, instructions or specifications furnished by the Licensee; (ii) promptly modify the Licensed Property combination or utilization of the products or services not provided by nCipher or, provided that the Product when used alone does not give rise to make it non-infringingsuch infringement; (iii) the modification of the Products furnished hereunder other than by nCipher or its agents, servants or subcontractors; or (iiiiv) promptly procure the right use of Subscriber the Products contrary to use the Licensed Property as intendedDocumentation. e. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF NCIPHER AND ITS LICENSORS AND THE SOLE AND EXCLUSIVE REMEDY OF LICENSEE WITH RESPECT TO ANY CLAIM OF PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS INFRINGEMENT BY THE PRODUCTS, ANY SERVICE, ANY PART THEREOF OR THE USE THEREOF, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.. NOTWITHSTANDING THE FOREGOING, ALL OPEN SOURCE SOFTWARE OR FREEWARE INCLUDED WITH THE PRODUCT IS PROVIDED WITHOUT ANY RIGHTS TO INDEMNIFICATION. IN NO EVENT SHALL NCIPHER BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR LOST PROFITS UNDER THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Intellectual Property Infringement. (a) Notwithstanding any other provision Subject to the remainder of this AddendumSection 8, if any claim is asserted, or action or proceeding brought against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party. (b) If the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE Hortonworks shall, at its sole cost own expense (a) defend Customer, Customer’s Affiliates, and expensetheir respective directors, select officers, employees, and provide one agents (“Customer Indemnitees”) against any third party claim, suit, or action brought against any of the following remediesCustomer Indemnitees alleging that any Work Product or Hortonworks Retained Property set forth as a deliverable in the applicable Order Form or SOW and delivered to Customer in connection with Services provided under this Agreement, which selection or any part thereof, infringe such third party’s United States patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United States (each an “Infringement Claim”), and (b) indemnify each of the Customer Indemnitees from the resulting costs and damages finally awarded against such Customer Indemnitees to the third party making such claim by 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, Hortonworks shall be in TECHSHARE’s sole discretion: have no liability or obligations under this Section 8.2 if the alleged infringement is based on (i) promptly replace combination of the Licensed Work Product or Hortonworks Retained Property with a compatible, functionally equivalent, non-infringing system; or Hortonworks products, (ii) promptly modify use of the Licensed Work Product or Hortonworks Retained Property to make for a purpose or in a manner for which it non-infringing; was not designed or beyond its reasonably intended use, (iii) promptly procure use of any older version of the right Work Product or Hortonworks Retained Property when use of Subscriber to use a newer version provided by Hortonworks would have avoided the Licensed infringement, (iv) any modification or alteration of the Work Product or Hortonworks Retained Property as intended.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,

Intellectual Property Infringement. (a) Notwithstanding any other provision of this Addenduma. LICENSOR agrees to defend and/or handle, if at its own expense, any claim is asserted, or action against LICENSEE for actual or proceeding brought against an Indemnified Party that alleges that all alleged infringement of any intellectual or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary industrial property right, title, or interest (including, without limitation, any copyright or patent trademarks, service marks, patents, copyrights, misappropriation of trade secrets or any trade secret right, title, similar proprietary rights on the Licensed Property furnished hereunder by LICENSOR or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice based on LICENSEE’s use thereof. TECHSHARE shall defend, LICENSOR further agrees to indemnify and hold Indemnified Party LICENSEE harmless againstfrom and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees) associated with any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and action. LICENSOR shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in conduct the defense of any claim, such claim or action, consistent with LICENSEE’s rights hereunder, all negotiations for its settlement or proceeding compromise, unless otherwise mutually agreed to in writing; provided, however, that LICENSEE may participate in such defense or settlement negotiations and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to pay its own costs associated therewith. b. If any portion of the Licensed Property becomes, or in LICENSOR’s opinion is likely to become, the subject of any such claim or action, then LICENSOR, at its expense, may either: (i) procure for LICENSEE the right to continue using such Licensed Property as contemplated hereunder; (ii) modify such Licensed Property or portion thereof to render it non-infringing (provided such modification does not adversely affect LICENSEE’s use as contemplated hereunder); or (iii) replace such Licensed Property with equally suitable, functionally equivalent, compatible, non-infringing products (provided that such products do not adversely affect LICENSEE’s use as contemplated hereunder). If none of the foregoing are commercially practicable after LICENSOR has exhausted all reasonable efforts, LICENSEE shall be entitled to a pro-rata refund of the payments made by LICENSEE to LICENSOR in respect of such portion of the Indemnified PartyLicensed Property. c. Notwithstanding anything to the contrary in this Agreement, LICENSOR shall have no obligation to LICENSEE with respect to any action based on the combination or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property with other products not furnished by the Indemnified Party. (b) If LICENSOR where the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost and expense, select and provide one of the following remedies, which selection shall otherwise would not itself be in TECHSHARE’s sole discretion: (i) promptly replace the Licensed Property with a compatible, functionally equivalent, non-infringing system; or (ii) promptly modify the Licensed Property to make it non-infringing; or (iii) promptly procure the right of Subscriber to use the Licensed Property as intended.

Intellectual Property Infringement. (a) Notwithstanding any other provision of this Addenduma. LICENSOR agrees to defend and/or handle, if at its own expense, any claim is asserted, or action against LICENSEE for actual or proceeding brought against an Indemnified Party that alleges that all alleged infringement of any intellectual or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary industrial property right, title, or interest (including, without limitation, any copyright or patent trademarks, service marks, patents, copyrights, misappropriation of trade secrets or any trade secret right, title, similar proprietary rights on the Licensed Property furnished hereunder by LICENSOR or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice based on LICENSEE’s use thereof. TECHSHARE shall defend, LICENSOR further agrees to indemnify and hold Indemnified Party LICENSEE harmless againstfrom and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees) associated with any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and action. LICENSOR shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in conduct the defense of any claim, such claim or action, consistent with LICENSEE’s rights hereunder, all negotiations for its settlement or proceeding compromise, unless otherwise mutually agreed to in writing; provided, however, that LICENSEE may participate in such defense or settlement negotiations and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to pay its own costs associated therewith. b. If any portion of the Licensed Property becomes, or in LICENSOR's opinion is likely to become, the subject of any such claim or action, then LICENSOR, at its expense, may either: (i) procure for LICENSEE the right to continue using such Licensed Property as contemplated hereunder; (ii) modify such Licensed Property or portion thereof to render it non-infringing (provided such modification does not adversely affect LICENSEE's use as contemplated hereunder); or (iii) replace such Licensed Property with equally suitable, functionally equivalent, compatible, non-infringing products (provided that such products do not adversely affect LICENSEE's use as contemplated hereunder). If none of the foregoing are commercially practicable after LICENSOR has exhausted all reasonable efforts, LICENSEE shall be entitled to a pro-rata refund of the payments made by LICENSEE to LICENSOR in respect of such portion of the Indemnified PartyLicensed Property. c. Notwithstanding anything to the contrary in this Agreement, LICENSOR shall have no obligation to LICENSEE with respect to any action based on the combination or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property with other products not furnished by the Indemnified Party. (b) If LICENSOR where the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost and expense, select and provide one of the following remedies, which selection shall otherwise would not itself be in TECHSHARE’s sole discretion: (i) promptly replace the Licensed Property with a compatible, functionally equivalent, non-infringing system; or (ii) promptly modify the Licensed Property to make it non-infringing; or (iii) promptly procure the right of Subscriber to use the Licensed Property as intended.

Intellectual Property Infringement. Each Party agrees to hold the other Party, its subsidiaries and distributors and assignees harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against this Party, its subsidiaries and distributors and assignees by any third party that the use or distribution of the Software or any other intellectual property that is the subject of this Agreement and owned or licensed by this Party, infringes or violates any third party's patent, copyright, trade secret or other intellectual property right in any country. Indemnification hereunder shall cover all damages, regardless of their nature, settlements, expenses and costs, including costs of investigation, court costs and attorneys' fees. The payment of any indemnification shall be contingent on: (a) Notwithstanding This Party giving prompt written notice to the other of any such claim or allegation; (b) Cooperation by this Party with the other Party in its defense against the claim; and (c) This Party obtaining the other's prior written approval of any settlement, if any, by this Party of such matters, such approval not to be unreasonably withheld. Neither Party shall have the obligation to indemnify the other for any claims of infringement based on any modification by the latest version of its Software, or from the combination of its Software with any other provision program to the extent such claim would not have arisen without such combination or from use of the unmodified Software or intellectual property. If the operation of any Software that is the subject of this Addendum, if any claim is assertedAgreement becomes, or action is likely to become, the subject of a claim involving the infringement or proceeding brought against an Indemnified Party that alleges that all or other violation of any part of the Licensed Propertypatent, in the form suppliedcopyright, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible assettrade secret, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right intellectual property rights of any third party, the Indemnified PartyParties will jointly determine in good faith what appropriate steps are to be taken by them, upon with a view towards curing such infringement or other violation, at the Software owner's sole charge. Such steps may include, but are not limited to: (i) The owner securing the right to continue using its awarenessSoftware, shall give TECHSHARE prompt written notice thereofor (ii) The owner replacing or modifying its Software so that it becomes non-infringing. TECHSHARE shall defendIf no other option is reasonably available, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use owner of the Licensed Property by Software agrees to use its best efforts to withdraw, at its sole expense, the Indemnified Party. (b) If infringing Software from the Licensed Property market. In the event a Derivative Work, created under this Agreement, becomes the subject of a claim of infringement or misappropriation infringement, the owner of a copyright, patent, or trade secret or said Derivative Work shall indemnify the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretion: (i) promptly replace the Licensed Property with a compatible, functionally equivalent, non-infringing system; or (ii) promptly modify the Licensed Property Party pursuant to make it non-infringing; or (iii) promptly procure the right of Subscriber to use the Licensed Property as intendedthis Section 9.

Intellectual Property Infringement. (a) Notwithstanding any other provision Subject to the remainder of this AddendumSection 8, if any claim is asserted, or action or proceeding brought against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party. (b) If the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE Hortonworks shall, at its sole cost own expense (a) defend Customer, Customer’s Affiliates, and expensetheir respective directors, select officers, employees, and provide one agents (“Customer Indemnitees”) against any third party claim, suit, or action brought against any of the following remediesCustomer Indemnitees alleging that any Work Product or Hortonworks Retained Property set forth as a deliverable in the applicable Documentation or SOW and delivered to Customer in connection with Services provided under this Agreement, which selection or any part thereof, infringe such third party’s United States patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United States (each an “Infringement Claim”), and (b) indemnify each of the Customer Indemnitees from the resulting costs and damages finally awarded against such Customer Indemnitees to the third party making such claim by 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, Hortonworks shall be in TECHSHARE’s sole discretion: have no liability or obligations under this Section 8.2 if the alleged infringement is based on (i) promptly replace combination of the Licensed Work Product or Hortonworks Retained Property with a compatible, functionally equivalent, non-infringing system; or Hortonworks products, (ii) promptly modify use of the Licensed Work Product or Hortonworks Retained Property to make for a purpose or in a manner for which it non-infringing; was not designed or beyond its reasonably intended use, (iii) promptly procure use of any older version of the right Work Product or Hortonworks Retained Property when use of Subscriber to use a newer version provided by Hortonworks would have avoided the Licensed infringement, (iv) any modification or alteration of the Work Product or Hortonworks Retained Property as intended.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,

Intellectual Property Infringement. (a) Notwithstanding any other provision Subject to the remainder of this AddendumSection 8, if any claim is asserted, or action or proceeding brought against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party. (b) If the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE Hortonworks shall, at its sole cost own expense (a) defend Customer, Customer’s Affiliates, and expensetheir respective directors, select officers, employees, and provide one agents (“Customer Indemnitees”) against any third party claim, suit, or action brought against any of the following remediesCustomer Indemnitees alleging that any Work Product or Hortonworks Retained Property set forth as a deliverable in the applicable Documentation or SOW and delivered to Customer in connection with Services provided under this Agreement, which selection or any part thereof, infringe such third party’s United States patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United States (each an “Infringement Claim”), and (b) indemnify each of the Customer Indemnitees from the resulting costs and damages finally awarded against such Customer Indemnitees to the third party making such claim by 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, Hortonworks shall be in TECHSHARE’s sole discretion: have no liability or obligations under this Section 8.2 if the alleged infringement is based on (i) promptly replace combination of the Licensed Work Product or Hortonworks Retained Property with a compatiblenon-­‐Hortonworks products, functionally equivalent, non-infringing system; or (ii) promptly modify use of the Licensed Work Product or Hortonworks Retained Property to make for a purpose or in a manner for which it non-infringing; was not designed or beyond its reasonably intended use, (iii) promptly procure use of any older version of the right Work Product or Hortonworks Retained Property when use of Subscriber to use a newer version provided by Hortonworks would have avoided the Licensed infringement, (iv) any modification or alteration of the Work Product or Hortonworks Retained Property as intended.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,

Intellectual Property Infringement. If a third party asserts a claim against any of the Companies or their respective officers, directors, employees, affiliates, agents and any transferees and assigns permitted hereunder (a) Notwithstanding collectively, the “Company Indemnified Parties”), Vendor shall defend the Company Indemnified Parties and hold them harmless from and against and shall indemnify the Company Indemnified Parties from and against any and all Losses, and any and all outside attorney’s fees and litigation costs and expenses incurred by any of the Company Indemnified Parties at any time that Vendor is not defending such claim pursuant to this Section 13.1, that a court, arbitrator in binding arbitration or other provision tribunal awards or are included in any settlement of that claim pursuant to this AddendumSection 13.1, if any claim is assertedbased on or arising from claims that the Vendor Products, or action or proceeding brought against an Indemnified Party that alleges that all the Services or any part of the Licensed PropertyVendor components thereof infringe, in the form suppliedmisappropriate or violate any patent, or modified by TECHSHAREtrademark, or an Indemnified Party's use thereofcopyright, infringes or misappropriates any United States intellectual property, intangible asset, trade secret or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary intellectual property right of any third partyparty which is enforceable in the United States (collectively, “Intellectual Property Rights”), provided that the Company Indemnified Parties involved shall cooperate, at Vendor’s expense, in all reasonable respects with Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If a claim for Losses is to be made by a party entitled to indemnification hereunder against Vendor, the party claiming such indemnification shall give written notice (a “Claim Notice”) to Vendor as soon as reasonably practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of any Company Indemnified Parties in notifying Vendor shall relieve Vendor from any obligation hereunder unless (and then solely to the extent) Vendor is thereby materially prejudiced. Notwithstanding the foregoing, the Company Indemnified Parties may, at their own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if Vendor assumes the defense of such lawsuit, action or investigation and any appeals and continues to pursue the defense of such lawsuit, action or investigation to conclusion and fulfills all of Vendor’s obligations in this Section 13, Vendor shall have sole control over the defense and settlement negotiations thereof (subject to the provisions of this Section 13) and while Vendor is defending such lawsuit, action or investigation Vendor shall not be liable for any settlements entered into or expenses/costs incurred by any Company without Vendor’s prior written approval. The parties shall cooperate with each other in any notifications to insurers. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to Vendor as promptly as reasonably practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). Vendor shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at Vendor’s cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement may be made without the written consent of the Company Indemnified Parties if such compromise or settlement (A) includes an unconditional release of any claims against the Company Indemnified Parties, but may be subject to the options set forth in Section 13.2, (B) contains no admission of wrongdoing by any Company Indemnified Party, upon its awareness, and (C) does not require the payment of any monies by any Company Indemnified Party. Any other compromise or settlement shall give TECHSHARE prompt require the written notice thereofconsent of the Company Indemnified Parties involved (which may not be unreasonably withheld). TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant If Vendor fails to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in so assume the defense of any claim, actiona filed lawsuit or enforcement action related to such Claim within fifteen (15) calendar days after receipt of the such Notice, or proceeding and shallassumes such defense but thereafter abandons such defense, if appropriate, make employees available as TECHSHARE may reasonably request with regard the Company Indemnified Parties against which such filed lawsuit or enforcement action related to such defense. This indemnity does not apply Claim has been asserted will (upon delivering notice to such effect to Vendor) have the extent that such a claim is attributable right to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party. (b) If the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shallundertake , at its sole Vendor’s cost and expense, select the defense, compromise or settlement of such Claim on behalf of and provide one for the account and risk of Vendor. In the event any Company Indemnified Parties assume the defense of the following remediesClaim due to the Vendor’s failure to so assume the defense of such claim within fifteen (15) calendar days, which selection such Company Indemnified Parties will keep Vendor reasonably informed of the progress of any such defense, compromise or settlement. Vendor shall be liable for any settlement or compromise of any action effected pursuant to and in TECHSHARE’s sole discretion: accordance with this Agreement and for any final judgment (i) promptly replace the Licensed Property with a compatible, functionally equivalent, non-infringing system; or (ii) promptly modify the Licensed Property subject to make it non-infringing; or (iii) promptly procure the any right of Subscriber appeal), and Vendor agrees to use indemnify and hold harmless the Licensed Property as intendedCompany Indemnified Parties from and against any Losses by reason of such settlement or judgment.

Intellectual Property Infringement. (a) Notwithstanding Each Party shall promptly notify the other Party of any other provision actual infringement of this Addendumthe Product Trademarks, if any claim is assertedProduct Copyrights, Product Patents, SWAI Trademarks, or action or proceeding brought against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, or modified Distributor Product Trademarks by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant of which it becomes aware or reasonably believes to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Partyexist. (b) If In the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation event of any other contractual or proprietary right infringement of any third partySWAI Trademark, TECHSHARE shallProduct Labels and Inserts (specifically excluding infringement of Distributor Product Trademarks or Product Trademarks incorporated therein) or Product Patent by any Person, then as between SWAI, on the one hand, and Distributor and its Affiliates, on the other, SWAI, at its sole cost and expense, select shall have the sole right (but not the obligation) to commence, maintain or terminate, whether by settlement or otherwise, any action to enforce its rights in such SWAI Trademark, Product Labels and provide one Inserts (specifically excluding Distributor Product Trademarks or Product Trademarks incorporated therein) or Product Patent and pursue injunctive, compensatory and other remedies and relief against such Person. SWAI shall have the right to retain all damages and other proceeds resulting from any such actions. If SWAI elects to commence any action referred to in this Section 14.4(b), Distributor, at SWAI’s expense, shall use all reasonable efforts to assist and cooperate with SWAI as requested by SWAI in such actions. SWAI shall not consent to the entry of any judgment or enter into any settlement with respect to any such action without the prior written consent of Distributor (not to be unreasonably withheld or delayed) if such judgment or settlement would enjoin or grant other equitable relief against Distributor or otherwise materially and adversely affect Distributor. (c) In the event of any infringement of any Distributor Product Trademark, Product Trademark or Product Copyright (other than copyrights related to material included in Product Labels and Inserts other than Distributor Product Trademarks and Product Trademarks) by any Person, Distributor, at its sole expense, shall have the sole right and the obligation to use commercially reasonable efforts to commence, maintain or terminate, whether by settlement or otherwise, any action to enforce its rights in such Distributor Product Trademark, Product Trademark and Product Copyright (other than copyrights related to material included in Product Labels and Inserts other than Distributor Product Trademarks and Product Trademarks) and pursue injunctive, compensatory and other remedies and relief against such Person. Distributor shall have the right to retain all damages and other proceeds resulting from any such actions. SWAI, at Distributor’s expense, shall use all commercially reasonable efforts to assist and cooperate with Distributor as requested by Distributor in such actions. (d) Subject to the terms and conditions of this Agreement, including Article 16 and Sections 19.2(a)(iv) and 19.3, if, as a result of any such action, a judgment is entered by a United States court of competent jurisdiction, or a settlement is entered into by SWAI or Distributor pursuant to the terms of Section 14.4, enjoining the marketing or Promotion of the following remediesProduct in the Territory or the use of any Product Trademark or Product Copyright in connection with the marketing or Promotion of the Product in the Territory, which selection then Distributor and its Affiliates shall be cease marketing and Promoting the Product in TECHSHARE’s sole discretion: (i) promptly replace the Licensed Property Territory or using such Product Trademark or Product Copyright in connection with a compatiblethe marketing and Promotion of the Product in the Territory, functionally equivalentas applicable, non-infringing system; or (ii) promptly modify the Licensed Property to make it non-infringing; or (iii) promptly procure the right of Subscriber to use the Licensed Property so long as intendedsuch injunction remains in effect.

Intellectual Property Infringement. Indemnification. Licensor agrees to defend and indemnify Licensee and to hold it harmless from all damages awarded against Licensee, and all reasonable expenses (aincluding attorneys’ fees) Notwithstanding any other provision of this Addendumincurred by Licensee, if for any claim is asserted, or action or proceeding brought against an Indemnified Party that alleges that all or any part of infringement of a third party’s U.S. patent registered as of the Licensed Property, in Effective Date or copyright asserted against Licensee by virtue of Licensee’s authorized use of the form supplied, or modified Software as delivered by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right Licensor; provided that Licensor is given prompt notice of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim and right to control and direct the investigation, preparation, defense and settlement of each such claim and further provided that Licensee shall fully cooperate with Licensor in connection with the foregoing. Notwithstanding the foregoing, Licensor assumes no liability or action indemnity obligation for claims of infringement of intellectual property rights arising from (i) use of the Software in combination with counsel non-Licensor approved third party products, including hardware and software, (ii) modifications or maintenance of TECHSHARE’s choice the Software by a party other than Licensor, (iii) misuse of the Software, and at TECHSHARE’s expense and (iv) failure of Licensee to implement any improvement or updates to the Software, if the infringement claim would have been avoided by the use of the improvement or updates. Licensee shall indemnify Indemnified Party and defend Licensor and hold it harmless from and against any liabilityclaims, damages, or costs, including reasonable attorneys’ fees, asserted by third parties arising out of any of the foregoing exceptions; provided that Licensee is given prompt notice of any such claim and costs resulting from right to control and direct the investigation, preparation, defense and settlement of each such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party claim and further provided that Licensor shall fully cooperate with and may monitor TECHSHARE Licensee in connection with the defense of any claimforegoing. • Replacement. Should the Software as delivered by Licensor become or, actionin Licensor’s opinion, or proceeding and shallbe likely to become, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party. (b) If the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyrightinfringement, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shallLicensor may, at its sole cost option and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretion: expense either (ia) promptly replace the Licensed Property with a compatible, functionally equivalent, non-infringing system; or (ii) promptly modify the Licensed Property to make it non-infringing; or (iii) promptly procure for Licensee the right of Subscriber to continue to use the Licensed Property Software as intendedcontemplated hereunder, or (b) replace or modify the Software or modify its use to make its use hereunder noninfringing, without loss of material functionality. If neither option is reasonably available to Licensor, then this Agreement may be terminated at the option of either party hereto without further obligation or liability. • Entire Liability. THE FOREGOING PROVISIONS OF THIS SECTION 6 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF LICENSOR AND THE EXCLUSIVE REMEDY OF LICENSEE AND ANY OTHER ENTITY, WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

Intellectual Property Infringement. Each Party agrees to hold the other Party, its subsidiaries and distributors and assignees harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against this Party, its subsidiaries and distributors and assignees by any third party that the use or distribution of the Software or any other intellectual property that is the subject of this Agreement and owned or licensed by this Party, infringes or violates any third party's patent, copyright, trade secret or other intellectual property right in any country. Indemnification hereunder shall cover all damages, regardless of their nature, settlements, expenses and costs, including costs of investigation, court costs and attorneys' fees. The payment of any indemnification shall be contingent on: (a) Notwithstanding This Party giving prompt written notice to the other of any such claim or allegation; (b) Cooperation by this Party with the other Party in its defense against the claim; and (c) This Party obtaining the other's prior written approval of any settlement, if any, by this Party of such matters, such approval not to be unreasonably withheld. Neither Party shall have the obligation to indemnify the other for any claims of infringement based on any modification by the latest version of its Software, or from the combination of its Software with any other provision program, to the extent such claim would not have arisen without such combination or from use of the unmodified Software or intellectual property. If the operation of any Software that is the subject of this Addendum, if any claim is assertedAgreement becomes, or action is likely to become, the subject of a claim involving the infringement or proceeding brought against an Indemnified Party that alleges that all or other violation of any part of the Licensed Propertypatent, in the form suppliedcopyright, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible assettrade secret, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right intellectual property rights of any third party, the Indemnified PartyParties will jointly determine in good faith what appropriate steps are to be taken by them, upon with a view towards curing such infringement or other violation, at the Software owner's sole charge. Such steps may include, but are not limited to: (i) The owner securing the right to continue using its awarenessSoftware, shall give TECHSHARE prompt written notice thereofor (ii) The owner replacing or modifying its Software so that it becomes non-infringing. TECHSHARE shall defendIf no other option is reasonably available, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use owner of the Licensed Property by Software agrees to use its best efforts to withdraw, at its sole expense, the Indemnified Party. (b) If infringing Software from the Licensed Property market. In the event a Derivative Work, created under this Agreement, becomes the subject of a claim of infringement or misappropriation infringement, the owner of a copyright, patent, or trade secret or said Derivative Work shall indemnify the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretion: (i) promptly replace the Licensed Property with a compatible, functionally equivalent, non-infringing system; or (ii) promptly modify the Licensed Property Party pursuant to make it non-infringing; or (iii) promptly procure the right of Subscriber to use the Licensed Property as intendedthis SECTION 9.

Intellectual Property Infringement. (a) Notwithstanding any other provision Subject to the remainder of this AddendumSection 8, if any claim is asserted, or action or proceeding brought against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party. (b) If the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE Hortonworks shall, at its sole cost own expense (a) defend Customer, Customer’s Affiliates, and expensetheir respective directors, select officers, employees, and provide one agents (“Customer Indemnitees”) against any third party claim, suit, or action brought against any of the following remediesCustomer Indemnitees alleging that any Work Product or Hortonworks Retained Property set forth as a deliverable in the applicable Order Form or SOW and delivered to Customer in connection with Services provided under this Agreement, which selection or any part thereof, infringe such third party’s United States patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United States (each an “Infringement Claim”), and (b) indemnify each of the Customer Indemnitees from the resulting costs and damages finally awarded against such Customer Indemnitees to the third party making such claim by 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, Hortonworks shall be in TECHSHARE’s sole discretion: have no liability or obligations under this Section 8.2 if the alleged infringement is based on (i) promptly replace combination of the Licensed Work Product or Hortonworks Retained Property with a compatiblenon-­‐Hortonworks products, functionally equivalent, non-infringing system; or (ii) promptly modify use of the Licensed Work Product or Hortonworks Retained Property to make for a purpose or in a manner for which it non-infringing; was not designed or beyond its reasonably intended use, (iii) promptly procure use of any older version of the right Work Product or Hortonworks Retained Property when use of Subscriber to use a newer version provided by Hortonworks would have avoided the Licensed infringement, (iv) any modification or alteration of the Work Product or Hortonworks Retained Property as intended.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,

Intellectual Property Infringement. (a) Notwithstanding any other provision Subject to 28 U.S.C. § 516, subject to the remainder of this AddendumSection 8, if any claim is asserted, or action or proceeding brought against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party. (b) If the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE Hortonworks shall, at its sole cost own expense (a) defend Customer, Customer’s Affiliates, and expensetheir respective directors, select officers, employees, and provide one agents (“Customer Indemnitees”) against any third party claim, suit, or action brought against any of the following remediesCustomer Indemnitees alleging that any Work Product or Hortonworks Retained Property set forth as a deliverable in the applicable Documentation or SOW and delivered to Customer in connection with Services provided under this Agreement, which selection or any part thereof, infringe such third party’s United States patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United States (each an “Infringement Claim”), and (b) indemnify each of the Customer Indemnitees from the resulting costs and damages finally awarded against such Customer Indemnitees to the third party making such claim by 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, Hortonworks shall be in TECHSHARE’s sole discretion: have no liability or obligations under this Section 8.2 if the alleged infringement is based on (i) promptly replace combination of the Licensed Work Product or Hortonworks Retained Property with a compatible, functionally equivalent, non-infringing system; or Hortonworks products, (ii) promptly modify use of the Licensed Work Product or Hortonworks Retained Property to make for a purpose or in a manner for which it non-infringing; was not designed or beyond its reasonably intended use, (iii) promptly procure use of any older version of the right Work Product or Hortonworks Retained Property when use of Subscriber a newer version provided by Hortonworks would have avoided the infringement, (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 the Licensed Property as intendeddue to an infringement claim, or (vii) open source software. THIS SECTION 8.2 STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND HORTONWORKS’ ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.

Intellectual Property Infringement. (a) Notwithstanding DEFENSE BY PURCHASER. With respect to a breach by Purchaser of SECTION 4.6 above, Purchaser will indemnify and defend any other provision of this Addendum, if any claim is asserted, or action suit or proceeding brought against an any Seller Indemnified Party based on such breach of SECTION 4.6 above or based on a claim that alleges that all the Work Product excluding the TR Nextgen Design or the specifications set forth in the Statement of Work with respect to the modification of the TR Nextgen Design, or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates constitutes an infringement of any United States intellectual propertypatent, intangible assetcopyright, or other proprietary righttrademark, title, or interest (including, without limitation, any copyright or patent trade secret or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right Proprietary Right of any third party, provided that: (i) the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Seller Indemnified Party harmless againstnotifies Purchaser in writing within thirty (30) days of such claim; (ii) Purchaser has sole control of the defense and all related settlement negotiations; and (iii) the Seller Indemnifying Party provides Purchaser with the assistance, information and authority necessary to perform the above. Purchaser will have no liability or obligation to defend any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in infringement based solely on the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, TR Nextgen Design or any third party pursuant to Indemnified Party’s directions, or upon Background Technology that is incorporated into the unauthorized use of the Licensed Property by the Indemnified PartyWork Product. (b) If the Licensed Property becomes the subject DEFENSE BY SELLER. With respect to a breach by Seller of SECTION 3.6 above, Seller will indemnify and defend any suit or proceeding brought against any Purchaser Indemnified Party based on such breach of SECTION 3.6 above or based on a claim that the TR Nextgen Design or the Background Technology, or any part thereof, constitutes an infringement of infringement or misappropriation of a any patent, copyright, patenttrademark, or trade secret or the violation of any other contractual or proprietary right Proprietary Right of any third party, TECHSHARE shall, at its sole cost and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretionprovided that: (i) promptly replace the Licensed Property with a compatible, functionally equivalent, non-infringing systemPurchaser Indemnified Party notifies Seller in writing within thirty (30) days of such claim; or (ii) promptly modify Seller has sole control of the Licensed Property to make it non-infringingdefense and all related settlement negotiations; or and (iii) promptly procure the right Purchaser Indemnified Party provides Seller with the assistance, information and authority necessary to perform the above. Seller will have no liability or obligation to defend any such claim of Subscriber infringement based solely on: (A) use of a superseded or altered version of the TR Nextgen Design or the Background Technology if such infringement would have been avoided by the use of a current unaltered version of the TR Nextgen Design supplied by Seller (or any Background Technology incorporated therein); (B) any customization of the TR Nextgen Design or the Background Technology to the extent such customization was at the request of Purchaser; THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 11 CONFIDENTIAL TREATMENT REQUESTED BY OVERLAND DATA, INC. or (C) the combination, operation or use of the Licensed Property as intendedTR Nextgen Design or the Background Technology with other devices and components not supplied by Seller if such infringement would have been avoided by the use of the TR Nextgen Design or the Background Technology solely without such devices or components.

Intellectual Property Infringement. Vendor agrees to indemnify and hold harmless CFVHS against all liability to third parties (aother than liability solely the fault of CFVHS) Notwithstanding arising directly or indirectly from or in connection with any other provision actual or claimed (whether rightful or otherwise) infringement on or misappropriation of this Addendumany United States patent issued as of the date hereof, if any claim is assertedcopyright, United States trademark, or action trade secret, and will pay all final judgements awarded or settlements entered into in relation to such claims, including all costs and attorneys’ fees. Vendor agrees that it will defend any suit or proceeding brought against an Indemnified Party that alleges that all CFVHS insofar as such suit or any part of the Licensed Propertyproceeding is based on such a claim, if Vendor is notified promptly in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right writing of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, suit or proceeding and shallis given full control of the defense and reasonable information and assistance by CFVHS. Vendor shall pay all damages and costs finally awarded in any such suit or proceeding against CFVHS, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does but shall not apply to the extent that such a claim is attributable to modifications to the Licensed Property be responsible for any settlement made by CFVHS without the Indemnified Partyprior written consent of Vendor. If the Product is held in such suit or proceeding to infringe a United States patent, or any third party pursuant if the Product has become or in the opinion of Vendor is likely to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party. (b) If the Licensed Property becomes become the subject of a claim of infringement or misappropriation of a copyright, United States patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shallVendor, at its sole cost election and at its own expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretionshall: (i) promptly replace procure for CFVHS the Licensed Property with a compatible, functionally equivalent, right to continue using the Product; (ii) modify the Product so that it becomes non-infringing system; or (ii) promptly modify the Licensed Property to make it non-infringingwhile giving equivalent performance; or (iii) promptly procure replace the right Product with a non-infringing product which gives equivalent performance; or (iv) if (i), (ii), and (iii) are not reasonably feasible, remove such unused Product and accept its return, paying CFVHS a refund equal to the purchase price to include all shipping charges. This Section shall survive any termination or expiration of Subscriber this Agreement and will continue to use bind, and inure to the Licensed Property as intendedbenefit of, the parties and their successors and assigns.

Intellectual Property Infringement. (a) Notwithstanding any other provision of this Addenduma. Subject to Section 12, if any claim is assertednCipher will defend at its own expense, or at its option, settle any action or proceeding brought by a third party against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply Licensee to the extent that such it is based upon a claim is that a nCipher provided Product infringes a valid Canada, United States, European Union, Hong Kong or United Kingdom patent or copyright or misappropriates a third party's trade secret (“IP Claim”). nCipher will pay direct costs and direct monetary damages finally awarded against Licensee in any such IP Claim, which are directly and solely attributable to modifications to such IP claim (the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party“IP Indemnity”). (b) If the Licensed Property becomes the b. The IP Indemnity is subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost to and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretionlimited by: (i) promptly Licensee providing prompt notification in writing to nCipher of any such action; (ii) nCipher having sole control of the defense and all negotiations for settlement of such action; (iii) Licensee providing all available information, reasonable assistance and authority to enable nCipher to defend, negotiate and settle such action; and (iv) Licensee not making any admission or taking any other action that could prejudice the defense or settlement of the claim. c. Sole and exclusive remedy. Should such Products become, or in nCipher’s opinion, be likely to become the subject of an IP Claim or the use thereof become restricted by a court awarded injunction, Licensee shall permit nCipher, at nCipher’s sole option and expense, the right to either: (i) procure for Licensee the right to continue using such Products by license or release from claim of violation, infringement or misappropriation; (ii) modify such Product so that they are functionally equivalent but are no longer subject to a claim; (iii) replace the Licensed Property Product with a compatible, functionally equivalent, non-infringing systemequally suitable substitute Product free from claim; or (iv) refund to Licensee the purchase price for the impacted Product based on a three (3) year straight line depreciation schedule. d. Exceptions to nCipher’s indemnity. nCipher shall have no liability to the Licensee under this IP Indemnity with respect to any IP Claim which is arising from: (i) nCipher compliance with any design, technical information, instructions or specifications furnished by the Licensee; (ii) promptly modify the Licensed Property combination or utilization of the products or services not provided by nCipher or, provided that the Product when used alone does not give rise to make it non-infringingsuch infringement; (iii) the modification of the Products furnished hereunder other than by nCipher or its agents, servants or subcontractors; or (iiiiv) promptly procure the right use of Subscriber the Products contrary to use the Licensed Property as intendedDocumentation. e. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF NCIPHER AND ITS LICENSORS AND THE SOLE AND EXCLUSIVE REMEDY OF LICENSEE WITH RESPECT TO ANY CLAIM OF PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS INFRINGEMENT BY THE PRODUCTS, ANY SERVICE, ANY PART THEREOF OR THE USE THEREOF, AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING THE FOREGOING, ALL OPEN SOURCE SOFTWARE OR FREEWARE INCLUDED WITH THE PRODUCT IS PROVIDED WITHOUT ANY RIGHTS TO INDEMNIFICATION. IN NO EVENT SHALL NCIPHER BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR LOST PROFITS UNDER THIS AGREEMENT REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Intellectual Property Infringement. (a) Notwithstanding MS agrees to defend DISTRIBUTOR in a lawsuit or other judicial action, and pay the amount of any other provision of this Addendumadverse final judgment (or settlement to which MS consents) from such lawsuit or judicial action, if for any claim is asserted, or action or proceeding brought against an Indemnified Party third party claim(s) that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, Product(s) infringe any copyright or patent or trademark rights enforceable in any trade secret rightIncluded Jurisdictions (defined in Section 12(e) below) ("Claim"). With regard to any Claim, title, or interest), or violates any other contract, license, grant, or other proprietary right MS' obligations are subject to the following conditions: (i) DISTRIBUTOR must promptly notify MS in writing of any third party, the Indemnified Party, upon its awareness, Claim; (ii) MS will have sole control over defense and/or settlement of the Claim; and (iii) DISTRIBUTOR shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action provide MS with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE reasonable assistance in the defense of any claim, action, or proceeding the Claim and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard shall not take a position adverse to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified PartyMS. (b) If In the Licensed Property becomes the subject of event that MS is required to defend a claim of infringement lawsuit or misappropriation of other judicial action pursuant to Section 12(a) above and such lawsuit or other judicial action includes allegations (other than a copyrightClaim) with respect to non-MS products, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shallthen DISTRIBUTOR shall retain, at its sole cost and expense, select separate counsel to defend against such allegations, and provide one agrees to reimburse MS for any and all attorneys' fees and costs incurred by MS with respect to defending against such allegations. Moreover, MS and its Suppliers shall have no liability for any intellectual property infringement claim (including a Claim) based on DISTRIBUTOR's manufacture, use, sale, offer for sale, importation or other disposition or promotion of the following remediesLicensed Product or trademark after MS' notice that DISTRIBUTOR should cease manufacture, which selection use, sale, offer for sale, importation or other disposition or promotion of such Licensed Product or trademark due to such claim. DISTRIBUTOR shall be defend, indemnify and hold MS and its Suppliers harmless from and against all damages, costs and expenses, including reasonable attorneys' fees incurred due to DISTRIBUTOR's continued distribution of the allegedly infringing Licensed Product after MS provides such notice. (c) In addition to the obligations set forth in TECHSHARE’s sole discretion: (iSection 12(a) promptly replace the Licensed Property with above, if MS receives information concerning a compatibleClaim, functionally equivalentMS may at its expense, non-infringing system; or (ii) promptly modify the Licensed Property but without obligation to make it non-infringing; or (iii) promptly procure the right of Subscriber to use the Licensed Property as intended.do so, undertake such further actions such as:

Intellectual Property Infringement. (a) Notwithstanding Buyer shall indemnify, defend and hold MI harmless from all losses or damages arising from Buyer’s violation of third-party intellectual property rights, all claims of any other provision of this Addendum, if any claim is assertedkind by Buyer’s end users, or action any act or proceeding brought against an Indemnified Party that alleges that all or omission of Buyer associated with any part of the Licensed PropertyService. (b) MI agrees to defend at its expense, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defendindemnify, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damagesBuyer, and costs its directors, officers, employees and agents (each an “Indemnified Party”), harmless from and against all monetary losses resulting from such claim. Without waiving any rights pursuant to sovereign immunityclaims, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claimsuits, action, actions or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply other proceedings made by a third party to the extent that such a claim is attributable claims arise from or relate to modifications intellectual property infringement (collectively, “IP Claims”). MI’s obligation to the Licensed Property made Indemnified Party for IP Claims shall include, without limitation, an obligation to pay any costs including, but not limited to, reasonable attorneys’ fees, expert witness fees, expenses, damages and other costs reasonably incurred by one or more Indemnified Party in connection with the IP Claim. Notwithstanding anything in this Agreement to the contrary, MI shall have no liability or responsibility of any kind to the Indemnified Party, or any Party in connection with a third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party. (b) If the Licensed Property becomes the subject of a claim of infringement to the extent such claim is based in whole or misappropriation of a copyrightin part, patentdirectly or indirectly, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretionupon: (i) promptly replace modifications by Buyer to the Licensed Property with a compatible, functionally equivalent, non-infringing systemServices claimed to infringe if such modifications are not authorized in writing or provided by MI; or (ii) promptly Buyer’s use of the Services claimed to infringe in conjunction with third party products or services not authorized in writing or provided by MI. MI may settle, at its sole expense, any claim, action or liability for which MI is responsible under this Section provided that such settlement shall not impose any additional liability on any Indemnified Party. Indemnified Party reserves the right to employ counsel at its own expense and participate in the defense or settlement of any claim or action hereunder, all at Indemnified Party’s sole expense. If a claim for indemnification has been made by one Party against the other under this Section, or if the Indemnified Party’s rights under this Agreement are restricted as a result of an IP Claim or a valid court order arising in connection therewith, then MI shall at its sole option and sole expense: (i) procure for Buyer the right to continue using the alleged infringing Service; (ii) replace the infringing Service with non-infringing Service substantially equivalent in features, functionality and quality; (iii) modify the Licensed Property infringing Service to make it non-infringing; infringing while retaining all material features, functionality and quality, or (iiiiv) promptly procure if none of the right above is commercially reasonable, terminate the Agreement without liability to MI. This section states the entire liability of Subscriber to use MI and the Licensed Property as intendedexclusive remedy of an Indemnified Party for claims of intellectual property infringement.

Intellectual Property Infringement. (ai) Notwithstanding any other provision of this Addendum, if any claim is asserted, or action or proceeding brought against an Indemnified Party that alleges RCS warrants that all Deliverables, or any part of thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section 15D each individually referred to as a “Deliverable” and collectively as the Licensed Property“Deliverables,”) do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the form suppliedperformance of services under this Agreement. (ii) RCS shall be liable and responsible for any and all claims made against the Charging Site Hostfor infringement of any patent, or modified by TECHSHAREcopyright, or an Indemnified Party's use thereoftrademark, infringes or misappropriates any United States intellectual propertyservice xxxx, intangible assettrade secret, or other proprietary right, titleintellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or interest in any way connected with providing the services, or the Charging Site Host’s continued use of the Deliverable(s) hereunder. (includingiii) RCS agrees to indemnify, without limitationdefend, settle, or pay, at its own cost and expense, including the payment of attorney’s fees, any copyright claim or patent or action against the Charging Site Host for infringement of any patent, copyright, trade secret rightxxxx, titleservice xxxx, trade secret, or interestother intellectual property right arising from Charging Site Host 's use of the Deliverable(s), or violates any other contractpart thereof, licensein accordance with this Agreement, grantit being understood that this agreement to indemnify, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, settle or pay shall not apply if the Charging Site Host modifies or misuses the Deliverable(s). So long as RCS bears the cost and hold Indemnified Party harmless againstexpense of payment for claims or actions against the City pursuant to this section 15, RCS shall have the right to conduct the defense of any such claim or action with counsel of TECHSHAREand all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Charging Site Host shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the Charging Site Host’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damagesinterest, and costs resulting from such claim. Without waiving any rights pursuant Charging Site Host agrees to sovereign immunity, Indemnified Party shall cooperate with RCS in doing so. In the event Charging Site Host, for whatever reason, assumes the responsibility for payment of costs and may monitor TECHSHARE in expenses for any claim or action brought against the Charging Site Host for infringement arising under this Agreement, the Charging Site Host shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, RCS shall fully participate and cooperate with the Charging Site Host in defense of such claim or action. Charging Site Host agrees to give RCS timely written notice of any such claim or action, with copies of all papers Charging Site Host may receive relating thereto. Notwithstanding the foregoing, the Charging Site Host’s assumption of payment of costs or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard expenses shall not eliminate RCS’s duty to such defenseindemnify the Charging Site Host under this Agreement. This indemnity does not apply to If the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified PartyDeliverable(s), or any third party pursuant part thereof, is held to Indemnified Party’s directionsinfringe and the use thereof is enjoined or restrained or, or upon the unauthorized use of the Licensed Property by the Indemnified Party. (b) If the Licensed Property becomes the subject if as a result of a claim of infringement settlement or misappropriation of a copyrightcompromise, patentsuch use is materially adversely restricted, or trade secret or RCS shall terminate this Agreement, upon which the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost and expense, select and provide one of the following remedies, which selection parties shall be in TECHSHARE’s sole discretion: (i) promptly replace the Licensed Property with a compatible, functionally equivalent, non-infringing system; or (ii) promptly modify the Licensed Property to make it non-infringing; or (iii) promptly procure the right released of Subscriber to use the Licensed Property as intendedall future obligations under this Agreement. RCS’S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 12 OF THIS AGREEMENT.

Intellectual Property Infringement. Each Party agrees to hold the other Party, its subsidiaries and distributors and assignees harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against this Party, its subsidiaries and distributors and assignees by any third party that the use or distribution of the Software or any other intellectual property that is the subject of this Agreement and owned or licensed by this Party, infringes or violates any third party's patent, copyright, trade secret or other intellectual property right in any country. Indemnification hereunder shall cover all damages, regardless of their nature, settlements, expenses and costs, including costs of investigation, court costs and attorneys' fees. The payment of any indemnification shall be contingent on: (a) Notwithstanding This Party giving prompt written notice to the other of any such claim or allegation; (b) Cooperation by this Party with the other Party in its defense against the claim; and (c) This Party obtaining the other's prior written approval of any settlement, if any, by this Party of such matters, such approval not to be unreasonably withheld. Neither Party shall have the obligation to indemnify the other for any claims of infringement based on any modification by the latest version of its Software, or from the combination of its Software with any other provision program to the extent such claim would not have arisen without such combination or from use of the unmodified Software or intellectual property. If the operation of any Software that is the subject of this Addendum, if any claim is assertedAgreement becomes, or action is likely to become, the subject of a claim involving the infringement or proceeding brought against an Indemnified Party that alleges that all or other violation of any part of the Licensed Propertypatent, in the form suppliedcopyright, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible assettrade secret, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right intellectual property rights of any third party, the Indemnified PartyParties will jointly determine in good faith what appropriate steps are to be taken by them, upon with a view towards curing such infringement or other violation, at the Software owner's sole charge. Such steps may include, but are not limited to: (i) The owner securing the right to continue using its awarenessSoftware, shall give TECHSHARE prompt written notice thereofor (ii) The owner replacing or modifying its Software so that it becomes non-infringing. TECHSHARE shall defendIf no other option is reasonably available, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use owner of the Licensed Property by Software agrees to use its best efforts to withdraw, at its sole expense, the Indemnified Party. (b) If infringing Software from the Licensed Property market. In the event a Derivative Work, created under this Agreement, becomes the subject of a claim of infringement or misappropriation infringement, the owner of a copyright, patent, or trade secret or said Derivative Work shall indemnify the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretion: (i) promptly replace the Licensed Property with a compatible, functionally equivalent, non-infringing system; or (ii) promptly modify the Licensed Property Party pursuant to make it non-infringing; or (iii) promptly procure the right of Subscriber to use the Licensed Property as intended.this Section 9. 11 12

Intellectual Property Infringement. WbD shall (a) Notwithstanding indemnify and hold harmless Certified Partner from any other provision of this Addendumcosts, if any claim is assertedexpenses, claims, liabilities, judgments, damages or action or proceeding brought against an Indemnified Party that alleges that all or any part of the Licensed Propertylosses, in each case arising out of any third party claim that the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, WbD Intellectual Property infringes or misappropriates any a United States intellectual propertypatent, intangible assetcopyright, trademark, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary US intellectual property right of any such third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, (b) pay directly or indemnify Certified Partner with respect to any such claim judgment or action settlement amount awarded in connection with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving The foregoing obligations are contingent upon Certified Partner providing WbD with: (i) prompt notice of such claim (and in any rights pursuant event notice in sufficient time for WbD to sovereign immunityrespond without prejudice); (ii) the exclusive right to control, Indemnified Party shall cooperate with direct, and perform the investigation, defense, or settlement of such claim (provided such settlement does not result in an liability to, or admission of Certified Partner); and (iii) such assistance as may monitor TECHSHARE be reasonably requested by WbD at WbD’s expense. If Certified Partner’s use of the WbD Intellectual Property is, or in WbD’s opinion is likely to be, enjoined, or if required by settlement, or if commercially advisable, WbD may: (x) substitute for the defense infringing element functionally similar content; (y) procure for Certified Partner the right to continue using the infringing content; or, (z) terminate this Agreement and refund to Certified Partner that portion of any claim, action, or proceeding prepaid Fee associated with any unused portion of the Term. The foregoing defense and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does indemnification obligations of WbD shall not apply to the extent that such a claim is attributable the alleged infringement arises out of the misuse, use in contravention to modifications to the Licensed Property made by the Indemnified PartyWbD instructions, or Trademark Usage Guidelines, or any third party pursuant to Indemnified Party’s directionsalteration or modification of the WbD Intellectual Property, use or combination of the same with other non-WbD products, services, hardware, software or processes, or upon the any unauthorized use of the Licensed Property such WbD Intellectual Property. In addition, WbD’s obligations and liabilities under this Section shall be governed by the Indemnified Party. (b) If the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyright, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shall, at its sole cost limitations on liability set forth in Section 10 below and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretion: (icapped at and included within any calculation of direct damages under that Section. THIS SECTION 9(a) promptly replace the Licensed Property with a compatible, functionally equivalent, non-infringing system; or (ii) promptly modify the Licensed Property to make it non-infringing; or (iii) promptly procure the right of Subscriber to use the Licensed Property as intendedSETS FORTH LICENSOR’S SOLE LIABILITY AND CERTIFICATION PARTNER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT HEREUNDER.

Intellectual Property Infringement. (a) Notwithstanding 7.1 ThreatSTOP shall defend any other provision of this Addendum, if any claim is asserted, or action or proceeding brought against an Indemnified Party Customer to the extent it is based on a third party claim that alleges that all or any part use by Customer of the Licensed PropertySoftware as furnished hereunder, which use is in accordance with the form suppliedterms and conditions of this Agreement, directly infringes any valid United States patent, copyright, or modified by TECHSHAREtrade secret. ThreatSTOP shall pay any liabilities, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of any third party, the Indemnified Party, upon its awareness, shall give TECHSHARE prompt written notice thereof. TECHSHARE shall defend, and hold Indemnified Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liabilitycosts, damages, and costs resulting from expenses (including reasonable attorney’s fees) finally awarded against Customer in such action that are attributable to such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE provided: (a) Customer notifies ThreatSTOP in the defense writing of any such claim within twenty (20) days of learning of such claim, action, or proceeding and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified Party. ; (b) If ThreatSTOP has sole control of the Licensed Property becomes defense and all related settlement negotiations; and (c) Customer cooperates with ThreatSTOP, at ThreatSTOP’s expense, in defending or settling such claim (provided that ThreatSTOP shall not enter into any settlement or other compromise that materially adversely affects Customer without Customer’s written approval, not to be unreasonably withheld, delayed, or conditioned). In addition to the subject foregoing, Customer agrees to promptly notify ThreatSTOP of a claim of any known or suspected infringement or misappropriation of a copyright, patentThreatSTOP’s proprietary rights of which Customer becomes aware. Should the Licensed Software or the ThreatSTOP Service become, or trade secret or be likely to become in ThreatSTOP’s opinion, the violation subject of any other contractual or proprietary right claim of any third partyinfringement, TECHSHARE shallThreatSTOP may, at its sole cost and expense, select and provide one of the following remedies, which selection shall be in TECHSHARE’s sole discretionoption: (i) promptly replace procure for Customer the Licensed Property with a compatible, functionally equivalent, non-right to continue using the potentially infringing systemmaterials; or (ii) promptly replace or modify the Licensed Property potentially infringing materials to make it non-infringingthem non‐infringing; or (iii) promptly procure terminate this Agreement. 7.2 ThreatSTOP shall have no liability for, and Customer shall indemnify, defend, and hold ThreatSTOP harmless from and against, any claim based upon: (i) the right use, operation, or combination of Subscriber to use the Licensed Property as intendedSoftware or the ThreatSTOP Service with non‐ThreatSTOP programs, data, equipment, or documentation if liability would have been avoided but for such use, operation, or combination; (ii) use of other than the then‐current, unaltered version of the Licensed Software or ThreatSTOP Service; (iii) Customer’s activities after ThreatSTOP has notified Customer that ThreatSTOP believes such activities may result in infringement; (iv) any modifications to or markings of the Licensed Software or the ThreatSTOP Service that are not specifically authorized in writing by ThreatSTOP; (v) any third party software; (vi) any Customer Data or other Customer materials; or (vii) Customer’s breach or alleged breach of this Agreement. Customer shall pay any liabilities, costs, damages, and expenses (including reasonable attorney’s fees) awarded against ThreatSTOP in such action that are attributable to such claim provided: (x) ThreatSTOP notifies Customer in writing of any such claim within twenty (20) days of learning of such claim; (y) Customer has sole control of the defense and all related settlement negotiations (provided that Customer shall not enter into any settlement or other compromise that materially adversely affects ThreatSTOP without ThreatSTOP's written approval, which shall not be unreasonably withheld, delayed, or conditioned); and (iii) ThreatSTOP cooperates with Customer, at Customer’s expense, in defending or settling such claim. This Section 7 states the entire liability of ThreatSTOP and the exclusive remedy of Customer with respect to infringement of any intellectual property or other rights, whether under theory of warranty, indemnity, or otherwise.

Intellectual Property Infringement. Contractor will indemnify and hold the State of Wyoming and the Secretary of State’s Office (acollectively in this Section 21(N)(2), the “State”) Notwithstanding harmless from and against any other provision and all damages, amounts paid in settlement and reasonable fees and costs (including reasonable attorneys' fees) (collectively “Adverse Consequences”) arising out of this Addendum, if or relating to a claim that any claim is asserted, or action or proceeding brought against an Indemnified Party that alleges that all or any part of the Licensed Property, in the form supplied, ES&S Equipment or modified by TECHSHARE, or an Indemnified Party's use thereof, ES&S Software infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, any copyright or patent or any trade secret right, title, or interest), or violates any other contract, license, grant, or other proprietary right of upon any third party’s copyright, trademark or patent existing as of the Indemnified Partydate hereof (a “Third Party Infringement Claim”). State shall notify Contractor immediately if it becomes aware of any Third Party Infringement Claim. State hereby gives Contractor full and complete authority, upon its awarenessand shall provide such information and assistance as is necessary (at Contractor’s expense with respect to reasonable out-of-pocket costs), shall give TECHSHARE prompt written notice thereof. TECHSHARE shall to enable Contractor to defend, and hold Indemnified compromise or settle a Third Party harmless against, any such claim or action with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claimInfringement Claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE in the defense of any claim, action, or proceeding and shallIn addition, if appropriate, make employees available as TECHSHARE may reasonably request with regard to such defense. This indemnity does not apply to the extent that such State is prevented by a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or Third Party Infringement Claim from using any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property ES&S Equipment or ES&S Software in substantially the manner contemplated by the Indemnified Party. (b) If the Licensed Property becomes the subject of a claim of infringement or misappropriation of a copyrightthis Contract, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shallContractor, at its sole cost option and expense, select and provide one shall procure for State the right to continue such use or shall replace or modify the infringing item. If neither option is commercially reasonable, Contractor may direct State to cease use of the following remediesinfringing item, which selection and shall be refund the depreciated cost for the infringing item (as determined in TECHSHARE’s sole discretion: accordance with GAAP) to State, and State shall cease and desist from any further use thereof and return the infringing item to Contractor; provided, however, that if loss of the infringing item causes the voter tabulation system to fail to (i) promptly replace the Licensed Property perform in accordance with a compatibleits Documentation, functionally equivalent, non-infringing system; or (ii) promptly modify the Licensed Property to make it non-infringing; be compliant with all applicable federal and state election laws and regulations, or (iii) promptly procure remain certified by the right appropriate state authorities for use in the State of Subscriber Wyoming, and Contractor is unable, despite commercially reasonable efforts, to use modify the Licensed Property voter tabulation system to resolve such failures, then Contractor shall instead refund the depreciated amount paid by State for the voter tabulation system under this Contract (as intendeddetermined in accordance with GAAP). THE FOREGOING STATES CONTRACTOR’S ENTIRE LIABILITY FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT ARISING UNDER THIS CONTRACT.

Intellectual Property Infringement. (a) Notwithstanding MS agrees to defend DISTRIBUTOR in a lawsuit or other judicial action, and pay the amount of any other provision of this Addendumadverse final judgment (or settlement to which MS consents) from such lawsuit or judicial action, if for any claim is asserted, or action or proceeding brought against an Indemnified Party third party claim(s) that alleges that all or any part of the Licensed Property, in the form supplied, or modified by TECHSHARE, or an Indemnified Party's use thereof, infringes or misappropriates any United States intellectual property, intangible asset, or other proprietary right, title, or interest (including, without limitation, Product(s) infringe any copyright or patent or trademark rights enforceable in any trade secret rightIncluded Jurisdictions (defined in Section 12(e) below) ("Claim"). With regard to any Claim, title, or interest), or violates any other contract, license, grant, or other proprietary right MS' obligations are subject to the following conditions: (i) DISTRIBUTOR must promptly notify MS in writing of any third party, the Indemnified Party, upon its awareness, Claim; (ii) MS shall give TECHSHARE prompt written notice thereof. TECHSHARE have sole control over defense and/or settlement of the Claim; and (iii) DISTRIBUTOR shall defend, and hold Indemnified Party harmless against, any such claim or action provide MS with counsel of TECHSHARE’s choice and at TECHSHARE’s expense and shall indemnify Indemnified Party against any liability, damages, and costs resulting from such claim. Without waiving any rights pursuant to sovereign immunity, Indemnified Party shall cooperate with and may monitor TECHSHARE reasonable assistance in the defense of any claim, action, or proceeding the Claim and shall, if appropriate, make employees available as TECHSHARE may reasonably request with regard shall not take a position adverse to such defense. This indemnity does not apply to the extent that such a claim is attributable to modifications to the Licensed Property made by the Indemnified Party, or any third party pursuant to Indemnified Party’s directions, or upon the unauthorized use of the Licensed Property by the Indemnified PartyMS. (b) If In the Licensed Property becomes event that MS is required to defend a lawsuit or other judicial action pursuant to Section 12(a) above the subject of such lawsuit or other judicial action includes allegations (other than a claim of infringement or misappropriation of a copyrightClaim) with respect to non-MS products, patent, or trade secret or the violation of any other contractual or proprietary right of any third party, TECHSHARE shallthen DISTRIBUTOR shall retain, at its sole cost and expense, select separate counsel to defend against such allegations, and provide one agrees to reimburse MS for any and all attorneys' fees and costs incurred by MS with respect to defending against such allegations. Moreover, MS and its Suppliers shall have no liability for any intellectual property infringement claim (including a Claim) based on DISTRIBUTOR's manufacture, use, sale, offer for sale, importation or other disposition or promotion of the following remediesLicensed Product or trademark after MS' notice that DISTRIBUTOR should cease manufacture, which selection use, sale, offer for sale, importation or other disposition or promotion of such Licensed Product or trademark due to such claim . DISTRIBUTOR shall be defend, indemnify and hold MS and its Suppliers harmless from and against all damages, costs and expenses, including reasonable attorneys' fees incurred due to DISTRIBUTOR's continued distribution of the allegedly infringing Licensed Product after MS provides such notice. (c) In addition to the obligations set forth in TECHSHARE’s sole discretion: Section 12(a) above, if MS receives information concerning a Claim, MS may at its expense, but without obligation to do so, undertake such further actions such as: (i) promptly replace procuring for DISTRIBUTOR such copyright or trademark right(s) or license(s) as may be necessary to address the Licensed Property with a compatible, functionally equivalent, non-infringing systemClaim; or or (ii) promptly modify replacing or modifying the Licensed Property Product or trademark to make it non-infringing; infringing (in which case DISTRIBUTOR shall immediately cease distribution of the allegedly infringing Licensed Product or use of the allegedly infringing trademark). (d) With regard to any claim (other than a Claim) that the Licensed Product infringes any third party intellectual property rights, DISTRIBUTOR shall promptly notify MS in writing of such claim. MS shall have no obligation to defend DISTRIBUTOR or pay damages arising out of such claim. Notwithstanding the absence of any such obligation(s), MS reserves the option, in its sole discretion and at its expense, to assume at any time defense of any such claim. In the event that MS assumes defense of any such claim. (i) MS shall notify DISTRIBUTOR in writing of that election; (ii) MS shall have sole control over defense and/or settlement of the claim; (iii) promptly procure DISTRIBUTOR shall provide MS with reasonable assistance in the right defense of Subscriber the claim and shall not take a position adverse to use MS; (iv) MS shall thereafter defend DISTRIBUTOR against that claim; and (v) MS shall pay any adverse final judgment (or settlement to which MS consents) resulting from such claim (or in the case of a claim based on an allegation of patent infringement, MS shall pay up to an amount not to exceed a reasonable royalty based on the per copy price paid by DISTRIBUTOR for copies of the Licensed Property as intendedProducts subject to the claim). (e) Neither MS nor its Suppliers shall have any obligation to DISTRIBUTOR for any Claims that arise outside the geographical boundaries of the Included Jurisdiction. "Included Jurisdictions" means Australia, Canada, the European Union, Japan, Norway, Switzerland and the United States.