Common use of Intellectual Property Infringement Clause in Contracts

Intellectual Property Infringement. Xxxxxx agrees to defend Customer and pay any damages finally awarded or, at its option settle and pay any settlement agreed to by Ruckus, with respect to any claim made or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use of the unaltered Service infringes or misappropriates any U.S. patent, copyright or trademark of such entity, provided that Customer (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, (i) provide Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringing, (ii) obtain the right for Customer to continue using the Service, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Service that is the subject of a claim on a pro- rata basis for the remaining portion of the Service Term. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of the Service in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Service without such combination, (b) any alleged patent infringement related to the implementation of a standard; (c) any modification of the Service by any party other than Ruckus, (d) any open source code contained within the Service, (e) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (f) any use of the Service outside the scope of the license or (g) any use of the Service after Ruckus has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.

Intellectual Property Infringement. Xxxxxx agrees If a third party makes a claim against Customer and its directors and officers who are using or have used the Programs in accordance with this Agreement or who are named in furtherance of their duties to Customer that the Programs directly infringe patent issued as of the Effective Date or any copyright, trade secret or trademark ("IP Claim"); Siebel will defend Customer against the IP Claim and pay any all costs, damages and expenses (including reasonable legal fees) finally awarded or, at its option settle and pay any settlement agreed to by Ruckus, with respect to any claim made or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use a court of the unaltered Service infringes competent jurisdiction or misappropriates any U.S. patent, copyright or trademark agreed to in a written settlement agreement signed by Siebel arising out of such entity, provided that IP Claim; PROVIDED THAT: (i) Customer promptly notifies Siebel in writing no later than sixty (a60) provides prompt written notice days after Customer's receipt of such claim to Ruckus, notification of a potential claim; (bii) grants Ruckus the Siebel may assume sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in of the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, (i) provide Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringing, (ii) obtain the right for Customer to continue using the Service, or and all related settlement negotiations; and (iii) terminate Customer provides Siebel, at Siebel's request and expense, with the assistance, information and authority necessary to perform Siebel's obligations under this agreement upon 30 days’ notice and refund any license fees previously paid for the Service that is the subject of a claim on a pro- rata basis for the remaining portion of the Service TermSection. Notwithstanding the foregoing, Ruckus Siebel shall have no obligation or liability with respect to for any claim of infringement based on (a) the use of the Service in combination with any materials not provided by Ruckus, a superseded or altered release of Programs if the infringement would be have been avoided by the use of a current unaltered release of the Service without such combinationPrograms, which Siebel provided to Customer, (b) any alleged patent infringement related to the implementation modification of a standard; Program, or (c) any modification of the Service by any party other than Ruckus, (d) any open source code contained within the Service, (e) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (f) any use of the Service outside Programs other than in accordance with the scope Documentation and this Agreement. If, due to an IP Claim or the threat of an IP Claim, (i) the Programs are held by a court of competent jurisdiction, or in Siebel's reasonable judgment may be held to infringe by such a court, or (ii) Customer receives a valid court order enjoining Customer from using the Programs, or in Siebel's reasonable judgment Customer may receive such an order, Siebel shall in its reasonable judgment, and at its expense, (a) replace or modify the Programs to be non-infringing, provided that the replacement Programs contain substantially similar functionality; (b) obtain for Customer a license to continue using the Programs; or (c) if non-infringing Programs or a license to use cannot be obtained, Siebel may terminate the Program License for the infringing Programs and refund the license fees paid for those Programs and fees for any Services that directly relate to such Programs upon return of the license or (g) Programs by Customer. This Section 6.1 states Siebel's entire liability and Customer's exclusive remedy for any use claim of the Service after Ruckus has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSinfringement.

Intellectual Property Infringement. Xxxxxx agrees to defend Customer and pay any damages finally awarded or8.1 Compilator shall defend, at its option settle and pay any settlement agreed to by Ruckusexpense, with respect to any claim made or suit brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use of any Software furnished under the unaltered Service SaaS Agreement infringes or misappropriates any U.S. a patent, copyright or trademark other intellectual property right in Sweden or the country of such entityCustomer, and shall pay all costs and damages finally awarded, provided that Customer (a) provides Compilator is given prompt written notice from Customer of such claim and is given information, reasonable assistance and sole authority to Ruckus, (b) grants Ruckus defend and settle the sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. . 8.2 In the event that the Software is held in a suit or proceeding to infringe any intellectual property rights of a third party and the use of such a claim Software is enjoined, or threatened claimCompilator reasonably believes that it is likely to be found to infringe, Ruckus mayor likely to be enjoined, then Compilator, at its sole cost and expense, and at its option, (i) provide may obtain for the Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringing, (ii) obtain the right for Customer to continue using the ServiceSoftware, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, grant the Customer a credit for already paid-in fees for the remaining term of the SaaS Agreement and terminate the SaaS Agreement forthwith. 8.3 Compilator shall not have any liability if the alleged infringement is based upon (i) the use of the Software in combination with other products or devices not furnished by Compilator; (ii) the use of the Software in an application for which it was not designed or intended, where such infringement would not have occurred but for such use; (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Service that is the subject Customer's continued use of a claim on a pro- rata basis for the remaining portion version of the Service TermSoftware other than the most recently released version, where such infringement would not have occurred if such most recently released version had been used; or (v) a claim based on intellectual property rights owned by Customer or any of its affiliates. Notwithstanding Compilator disclaims all other liability for patent, copyright or other intellectual property right infringement, including any special, incidental, consequential, exemplary or other indirect damages. 8.4 The foregoing states the foregoing, Ruckus shall have no obligation or entire liability of Compilator with respect to (a) use to infringement of any intellectual property rights by the Service in combination with Software, or any materials not provided by Ruckus, if the infringement would be avoided by use of the Service without such combination, (b) any alleged patent infringement related to the implementation of a standard; (c) any modification of the Service by any party other than Ruckus, (d) any open source code contained within the Service, (e) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (f) any use of the Service outside the scope of the license or (g) any use of the Service after Ruckus has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSportion thereof.

Intellectual Property Infringement. Xxxxxx agrees to If a third party makes a claim against Customer that the Licensed Software or Documentation directly infringe any patent issued as of the two years following the Effective Date or any copyright, trade secret or trademark ("IP Claim"); Siebel will defend Customer or Distributor against the IP Claim and pay any all costs, damages finally and expenses (including reasonable legal fees) awarded or, at its option settle and pay any settlement against Customer or Distributor by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Ruckus, with respect to any claim made or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use of the unaltered Service infringes or misappropriates any U.S. patent, copyright or trademark Siebel arising out of such entity, IP Claim; provided that that: (i) Customer or Distributor promptly notifies Siebel in writing no later than sixty (a60) provides prompt written notice days after Customer's or Distributor's receipt of such claim to Ruckusnotification of a potential claim, (bii) grants Ruckus the Siebel may assume sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in of the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, (i) provide Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringing, (ii) obtain the right for Customer to continue using the Service, or and all related settlement negotiations; and (iii) terminate Customer or Distributor provides Siebel, at Siebel's request and expense, with the assistance, information and authority necessary to perform Siebel's obligations under this agreement upon 30 days’ notice and refund any license fees previously paid for the Service that is the subject of a claim on a pro- rata basis for the remaining portion of the Service TermSection. Notwithstanding the foregoing, Ruckus Siebel shall have no obligation or liability with respect to for any claim of infringement based on (a) the use of the Service in combination with any materials not provided by Ruckus, a superseded or altered release of Licensed Software if the infringement would be have been avoided by the use of a current unaltered release of the Service without such combinationLicensed Software, which Siebel provided to Distributor, (b) any alleged patent infringement related to the implementation modification of a standard; the Licensed Software, or (c) any modification of the Service by any party other than Ruckus, (d) any open source code contained within the Service, (e) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (f) any use of the Service outside Licensed Software other than in accordance with the scope Documentation. If, due to an IP Claim, (i) the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel to infringe, or (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using the Licensed Software, Siebel shall in its reasonable judgment, and at its expense, (a) replace or modify the Licensed Software to be non-infringing; (b) obtain for Distributor and/or its Customers a license to continue using the Licensed Software, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license or (g) for the infringing Licensed Software and refund the license fees paid to Siebel for such Licensed Software upon its return by Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any use claim of the Service after Ruckus has terminated access to the Serviceinfringement. THIS PARAGRAPH REPRESENTS THE SOLE 10. LIMITED WARRANTIES AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.DISCLAIMERS 10.1

Intellectual Property Infringement. Xxxxxx agrees to (a) Amadeus will defend or settle, at its own expense, any action brought against Customer alleging any Subscription Product infringes upon or misappropriates any patent, copyright, trademark or other proprietary enforceable rights. Amadeus will pay all costs and pay any damages finally awarded or, at its option settle and pay in any such action or any settlement amounts agreed to by Ruckus, with respect Amadeus. Amadeus’ obligations under this section are subject to any claim made or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use of the unaltered Service infringes or misappropriates any U.S. patent, copyright or trademark of such entity, provided that Customer (a: i) provides providing prompt written notice of such claim the claim; ii) granting Amadeus sole control of the defense and settlement of the claim; iii) not performing any action prejudicial to RuckusAmadeus’ ability to defend the claim; and iv) providing cooperation and information reasonably requested by Amadeus. Amadeus shall not be liable hereunder for any settlement made by Customer, without Amadeus’ advance written approval, or for any award from any action in which Amadeus was not granted control of the defense. (b) grants Ruckus Amadeus has no liability for any claim based on: (i) use of any Subscription Product in violation of this Agreement; ii) any combination of the sole right Subscription Product with software, hardware, or other materials not provided or specified by Amadeus; iii) compliance by Amadeus with designs, plans or specifications furnished by or on behalf of Customer where such compliance gave rise to control and defend such the infringement claim, and ; (iv) continued use of any Subscription Product after Amadeus recommends discontinuation because of possible or actual infringement; or (v) use of a superseded or altered release of any Subscription Product if the infringement would have been avoided by use of a current or unaltered release of the Subscription Product made available to Customer. (c) provides XxxxxxIf use of any Subscription Product is enjoined, at Xxxxxx’s expenseor if Amadeus reasonably believes that use of any Subscription Product may be enjoined, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. In the event of such a claim or threatened claim, Ruckus Amadeus may, at its option, (i) provide Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringing, (iia) obtain the right for Customer to continue using the ServiceSubscription Product; or (b) replace or modify the Subscription Product so it is no longer infringing, or if neither (iiia) nor (b) can reasonably be accomplished, (c) terminate this agreement upon 30 days’ notice the Customer’s license to use the Subscription Product and refund any license fees previously paid for the Service that is the subject of a claim on issue a pro- rata basis refund of the Subscription Fees prepaid for the remaining portion time period following the date of the Service Term. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect totermination. (a) use of the Service in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Service without such combination, (b) any alleged patent infringement related to the implementation of a standard; (c) any modification of the Service by any party other than Ruckus, (d) This Section states Customer’s exclusive remedy and Amadeus’ entire liability for any open source code contained within the Service, (e) damages based on the value claim of product, services or business methods not provided by or performed by Ruckus, (f) infringement of any use intellectual property rights of the Service outside the scope of the license or (g) any use of the Service after Ruckus has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSkind.

Intellectual Property Infringement. Xxxxxx agrees to defend Customer and pay any damages finally awarded or, at its option settle and pay any settlement agreed to by Ruckus, with respect to any claim made or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use Except as disclosed in Sections 2.18(g)(i)-(iv) of the unaltered Service infringes or misappropriates any U.S. patent, copyright or trademark of such entity, provided that Customer (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its optionSeller Disclosure Schedule, (i) provide Customer with revised Service that is substantially equivalent OpenTV's and its Subsidiaries' activities, products and services as presently conducted do not, and to the accused Service knowledge of the Seller Parties such activities, products and services as contemplated to be conducted in functionality the future will not, infringe upon or otherwise violate, any of the patent rights of the Seller Parties, or to the knowledge of the Seller Parties any Intellectual Property rights of any other Person, or to the knowledge of the Seller Parties any Intellectual Property rights of the Seller Parties, except in material respects but is noninfringing, circumstances where OpenTV and/or its Subsidiaries are fully indemnified for such infringement; (ii) obtain the right for Customer to continue using the Service(x) there are no material claims or suits pending, no material notice provided, or to the Seller Parties' knowledge there are no material legal proceedings or material claims threatened, alleging that OpenTV or any of its Subsidiaries or any of their respective activities, products or services infringe upon or constitute the unauthorized use of any other Person's Intellectual Property, or challenging OpenTV's or any of its Subsidiaries' ownership of, right to use, or the validity or enforceability or effectiveness of any license of or relating to any Intellectual Property and (y) as of the date of this Agreement, there are no non-material claims or suits pending, no non-material notice provided, or to the Seller Parties' knowledge there are no non-material legal proceedings or non-material claims threatened, alleging that OpenTV or any of its Subsidiaries or any of their respective activities, products or services infringe upon or constitute the unauthorized use of any other Person's Intellectual Property, or challenging OpenTV's or any of its Subsidiaries' ownership of, right to use, or the validity or enforceability or effectiveness of any license of or relating to any Intellectual Property; (iii) terminate this agreement upon 30 days’ notice and refund none of OpenTV or any license fees previously paid for the Service that is the subject of its Subsidiaries has filed a claim on a pro- rata basis for against, provided notice to or taken any other action against any Person claiming the remaining portion infringement, violation, or unauthorized use by any Person of any Intellectual Property of OpenTV or any of its Subsidiaries or licensed to OpenTV or any of its Subsidiaries; and (iv) the execution and delivery of this Agreement by the Seller Parties does not, and the consummation of the Service Term. Notwithstanding transactions contemplated by this Agreement will not, result in the foregoingloss of OpenTV's or its Subsidiary's rights in any Intellectual Property including but not limited to those rights flowing from the Sun Sublicense and Thomson Agreements, Ruckus shall defined herein and, immediately upon Closing the Selling Parties will have no obligation or liability with respect to (a) use of the Service in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Service without such combination, (b) any alleged patent infringement related rights to the implementation Intellectual Property of a standard; (c) any modification of the Service by any party other than Ruckus, (d) any open source code contained within the Service, (e) damages based on the value of product, services OpenTV or business methods not provided by or performed by Ruckus, (f) any use of the Service outside the scope of the license or (g) any use of the Service after Ruckus has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSits Subsidiaries.

Intellectual Property Infringement. Xxxxxx agrees to Contractor shall indemnify, defend Customer and pay hold harmless WildBlue from and against any damages finally awarded orclaim, at its option settle and pay any settlement agreed to by Ruckus, with respect to any claim made suit or proceeding ("SUIT") brought against Customer by WildBlue based on a claim that the SMs furnished hereunder when used in accordance with Contractor specifications infringes any Intellectual Property Right (including misappropriation of trade secrets) of any third party. If the use or distribution of an entity unaffiliated with Customer alleging that Customer’s SM is in such suit held to constitute infringement and the use of the unaltered Service infringes thereof is enjoined or misappropriates any U.S. patent, copyright or trademark of such entity, provided that Customer (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. In the event of such institution of a claim Suit or threatened claimnotification of the reasonable possibility thereof, Ruckus mayContractor shall at its own expense, at its option, either (ia) provide Customer with revised Service procure for WildBlue the right to continue exercising the rights of WildBlue under this Agreement, (b) replace or modify the SMs, or such Mark, xx that is substantially equivalent it becomes non-infringing and remains functionally equivalent, or, in the event that neither (a) nor (b) can be achieved, using reasonable commercial best 34 ViaSat and WildBlue Confidential March 5, 2001 efforts, (c) refund to WildBlue any payments made by WildBlue to Contractor (to the accused Service in functionality in material respects but is noninfringingextent that such payments have not been recouped through credits against accrued royalties), (ii) obtain the right for Customer to continue using the Service, or (iii) and terminate this agreement upon 30 days’ Agreement by written notice to WildBlue, subject to Article 23 (Termination). The foregoing states the entire liability of Contractor and refund the exclusive remedy of WildBlue with respect to any license fees previously paid for the Service that is the subject of a claim on a pro- rata basis for the remaining portion of the Service Termalleged patent, copyright or other infringement by SMs provided hereunder. Notwithstanding the foregoing, Ruckus The foregoing shall not apply and Contractor shall have no obligation or liability with respect to for infringement based on: (a) any change or modification made by WildBlue or others without Contractor's consent after delivery of the SMs; (b) any use of the Service any SM in combination with other hardware or software products or in any materials manner for which the SMs were not provided designed, to the extent such infringement was based on such use; (c) compliance by RuckusContractor with WildBlue's designs, specifications or instructions; (d) use of any release or version of any SM Software other than the most current release made available by Contractor, if the infringement would be could have been avoided by use of the Service without such combination, (b) any alleged patent infringement related to the implementation of a standard; (c) any modification of the Service by any party other than Ruckus, (d) any open source code contained within the Servicerelease, (e) damages based on the value any use of productWildBlue Background Information, services WildBlue Foreground Information or business methods not Third Party Information provided by WildBlue hereunder, or performed by Ruckus, (f) any use of WildBlue's trademarks or third party trademarks designated by WildBlue under the Service outside the scope of the license or (g) terms hereof. WildBlue shall indemnify Contractor for any use of the Service after Ruckus has terminated access Suit brought against Contractor to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSextent attributable to infringement or misappropriation excluded from Contractor's indemnity obligations under the foregoing clauses (a)-(f).

Intellectual Property Infringement. Xxxxxx agrees to If a third party makes a claim against ASP and/or any End User that the Covered Application, as delivered by i2, directly infringes any patent issued as of the Effective Date or any copyright, trade secret or trademark ("Allegation"); i2 will defend Customer ASP and End User against the Allegation and pay any all costs, damages finally and expenses (including reasonable legal fees) awarded or, at its option settle and pay any settlement against ASP and/or End User by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Ruckus, with respect to any claim made or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use of the unaltered Service infringes or misappropriates any U.S. patent, copyright or trademark i2 arising out of such entity, Allegation; provided that Customer that: (ai) provides prompt written notice ASP or End User (as applicable) promptly notifies i2 in writing after ASP's receipt of such claim to Ruckus, notification of a potential claim; (bii) grants Ruckus the i2 may assume sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in of the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, (i) provide Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringing, (ii) obtain the right for Customer to continue using the Service, or and all related settlement negotiations; and (iii) terminate ASP or End User (as applicable) provides i2, at i2's request and expense, with the assistance, information and authority necessary to perform i2's obligations under this agreement upon 30 days’ notice and refund any license fees previously paid for the Service that is the subject of a claim on a pro- rata basis for the remaining portion of the Service TermSection. Notwithstanding the foregoing, Ruckus i2 shall have no obligation or liability with respect to for any claim of infringement based on (a) the use of a superseded or altered release of Covered Application if the infringement would have been avoided by the use of a current unaltered release of the Covered Application, which i2 provided to ASP; or (b) the modification of the Covered Application by anyone other than i2 or a party acting on i2's behalf, or approved by i2 in writing, or (c) the use of the Covered Application other than in accordance with the Documentation; or (d) use of the Service Covered Application other than as granted hereunder. If, due to an Allegation, (i) the Covered Application is held by a court of competent jurisdiction or are believed by i2 to infringe, or (ii) ASP receives a valid court order enjoining ASP from using the Covered Application, i2 shall in combination with any materials not provided by Ruckusits reasonable judgment, if and at its expense, (a) replace or modify the infringement would Covered Application to be avoided by use of the Service without such combinationnon-infringing, but equivalent in features and functionality; (b) any alleged patent infringement related obtain for ASP and/or its End Users a license to continue using the implementation of a standardCovered Application; or (c) any modification of if i2 cannot, in its sole determination, reasonably obtain the Service by any party other than Ruckusremedies in (a) or (b), (d) any open source code contained within terminate the Service, (e) damages based on license for the value of product, services or business methods not provided by or performed by Ruckus, (f) any use of the Service outside the scope infringing Covered Application and refund a pro-rated portion of the license fees paid to i2 by ASP for such Covered Application upon its return by ASP or End User (g) any use as applicable). The pro-rated refund shall be based solely upon the license fee paid to i2 for the terminated Covered Application copy as follows: for every year following the initial Standard Terms of Use effective date, the refundable portion of the Service after Ruckus has terminated access Covered Application fee shall be reduced by 25%. The licensor of any Third Party Software is excluded from liability under this Agreement and ASP shall look solely to i2 for liabilities relating to the ServiceCovered Application. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSThis Section 12 states i2's entire liability and ASP's and its End Users exclusive remedy for any claim of infringement.

Intellectual Property Infringement. Xxxxxx agrees to defend Customer If a third party makes a claim against Client that the FireScope Software or FSI Materials infringe any patent, copyright, trade secret, trademark or other intellectual property rights (“IP Claim”); FSI will defend, indemnify and hold Client harmless against the IP Claim and pay all costs, damages, and expenses (including reasonable legal fees) incurred by or awarded against Client arising out of or in connection with any damages finally awarded or, such IP Claim; provided that: (i) Client notify FSI as soon as reasonably practicable in writing of a potential claim of which Client has notice; (ii) FSI shall at its option settle and pay any settlement agreed to by Ruckus, with respect to any claim made or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use own expense assume sole control of the unaltered Service infringes or misappropriates any U.S. patent, copyright or trademark of such entity, provided that Customer (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, (i) provide Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringing, (ii) obtain the right for Customer to continue using the Service, or and all related settlement negotiations; and (iii) terminate Client provides FSI, at FSI’s reasonable request and expense, with reasonable assistance, information, and authority necessary to perform FSI’s obligations under this agreement upon 30 days’ notice and refund any license fees previously paid for the Service that is the subject of a claim on a pro- rata basis for the remaining portion of the Service TermSection. Notwithstanding the foregoing, Ruckus FSI shall have no obligation or liability with respect tofor any claim of infringement based on (a) the use of the Service in combination with any materials not provided by Ruckus, a superseded release of FireScope Software or superseded version of FSI Materials if the infringement would be have been avoided by the use of a current release of the Service without such combinationFireScope Software or FSI Materials which FSI provided to Client, (b) any alleged patent infringement related to the implementation unauthorized modification of a standard; FireScope Software or FSI Material by anyone other than FSI, its subsidiaries or agents, or (c) any modification of the Service by any party other than Ruckus, (d) any open source code contained within the Service, (e) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (f) any use of the Service outside FireScope Software or FSI Materials other than in accordance with the scope Documentation and this XXXX. If, due to an IP Claim or the threat of an IP Claim, (i) the FireScope Software or FSI Materials are held, or in FSI’s reasonable judgment may be held to infringe, or (ii) Client is enjoined from using the FireScope Software or FSI Materials, or in FSI’s reasonable judgment Client may receive such an order, FSI shall at its expense, (a) replace or modify the affected FireScope Software or FSI Materials to be non- infringing; (b) obtain for Client a license on comparable terms as those reflected in this XXXX to continue using the affected FireScope Software or FSI Materials; or (c) if FSI cannot reasonably obtain the remedies in (a) or (b), terminate the license for the infringing FireScope Software or (g) FSI Materials and refund all license fees paid by Client under this XXXX for the FireScope Software or FSI Materials upon return by Client. This Section states FSI’s entire liability and Client’s exclusive remedy for any use claim of the Service after Ruckus has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSinfringement.

Intellectual Property Infringement. Xxxxxx agrees to defend Customer and 9.1 Claims from third parties claiming that the Products infringe third parties' Intellectual Property Rights are settled or otherwise handled by PC SCHEMATIC A/S. PC SCHEMATIC A/S will pay any damages finally legal costs, settlement amounts and awarded ordamages, provided that the Customer i) has promptly notified PC SCHEMATIC A/S of the claim in writing, ii) cooperates with PC SCHEMATIC A/S and follows PC SCHEMATIC A/S's instructions in relation to the claim and iii) gives PC SCHEMATIC A/S total and exclusive control of the handling of the case and any settlement in the case. 9.2 If a third party makes a claim, or if PC SCHEMATIC A/S considers it likely that such a claim will be made, PC SCHEMATIC A/S is entitled, at its option settle and pay any settlement agreed own option, to i) make changes to the Products supplied by Ruckus, PC SCHEMATIC A/S or ii) terminate the Agreement with respect immediate effect in exchange for a refund to the Customer an amount equal to any claim made or brought prepaid amounts for the Products. The customer cannot raise further claims against Customer by an entity unaffiliated with Customer alleging that Customer’s use of the unaltered Service infringes or misappropriates PC SCHEMATIC A/S. 9.3 PC SCHEMATIC A/S shall not be liable in any U.S. patent, copyright or trademark of such entity, provided that Customer (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, (way for claims arising from i) provide Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringingchanges not made by PC SCHEMATIC A/S, (ii) obtain PC SCHEMATIC A/S's or the right for Customer to continue using the ServiceProducts' compliance with third party designs, instructions, specifications or (technical information, iii) terminate this agreement upon 30 days’ notice Customer's use with products, software and refund any license fees previously paid for the Service that is the subject of a claim on a pro- rata basis for the remaining portion of the Service Term. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of the Service in combination with any materials services; not provided by RuckusPC SCHEMATIC A/S, if the infringement would be avoided by use of the Service without such combination, (bor iv) any alleged patent infringement related Customer's failure to the implementation of a standard; (c) any modification of the Service by any party other than Ruckus, (d) any open source code contained within the Service, (e) damages based on the value of product, services or business methods not comply with specifications provided by or performed by Ruckus, (f) PC SCHEMATIC A/S. 9.4 This clause 9 exhaustively sets out the Customer's remedies and PC SCHEMATIC A/S's liability for any use claims regarding infringement of the Service outside the scope of the license or (g) any use of the Service after Ruckus has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSIntellectual Property Rights.

Intellectual Property Infringement. Xxxxxx agrees to defend Customer and pay any damages finally awarded or, at its option settle and pay any settlement agreed to by Ruckus, with respect to any claim made or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use of the unaltered Service infringes or misappropriates any U.S. patent, copyright or trademark of such entity, provided that Customer (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, (i) provide Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringing, (ii) obtain the right for Customer to continue using the Service, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Service that is the subject of a claim on a pro- pro-rata basis for the remaining portion of the Service Term. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to to (a) use of the Service in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Service without such combination, (b) any alleged patent infringement related to the implementation of a standard; (c) any modification of the Service by any party other than Ruckus, (d) any open source code contained within the Service, (e) damages based on the value of product, services or business methods not provided by or performed by RuckusXxxxxx, (f) any use of the Service outside the scope of the license or (g) any use of the Service after Ruckus has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.

Intellectual Property Infringement. Xxxxxx agrees to a. ThreatSHIELD shall defend Customer and pay any damages finally awarded or, at its option settle and pay any settlement agreed to by Ruckus, with respect to any claim made or action brought against Customer to the extent it is based on a third party claim that use by an entity unaffiliated with Customer alleging that Customer’s use of the unaltered Service Licensed Software as furnished hereunder, which use is in accordance with the terms and conditions of this Agreement, directly infringes or misappropriates any U.S. valid United States patent, copyright copyright, or trademark of trade secret. ThreatSHIELD shall pay any liabilities, costs, damages, and expenses (including reasonable attorney’s fees) finally awarded against Customer in such entityaction that are attributable to such claim, provided that Customer provided: (a) provides prompt written notice Customer notifies ThreatSHIELD in writing of any such claim within twenty (20) days of learning of such claim to Ruckus, claim; (b) grants Ruckus ThreatSHIELD has sole control of the sole right to control defense and defend such claim, all related settlement negotiations; and (c) provides XxxxxxCustomer cooperates with ThreatSHIELD, at XxxxxxThreatSHIELD’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of defending or settling such claimclaim (provided that ThreatSHIELD 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 event foregoing, Customer agrees to promptly notify ThreatSHIELD of such a any known or suspected infringement or misappropriation of ThreatSHIELD’s proprietary rights of which Customer becomes aware. Should the Licensed Software or the ThreatSHIELD Service become, or be likely to become in ThreatSHIELD’s opinion, the subject of any claim or threatened claimof infringement, Ruckus ThreatSHIELD may, at its option, : (i) provide procure for Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringing, (ii) obtain the right for Customer to continue using the Service, potentially infringing materials; (ii) replace or modify the potentially infringing materials to make them noninfringing; or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Service that is the subject of a claim on a pro- rata basis for the remaining portion of the Service Term. Notwithstanding the foregoing, Ruckus Agreement. b. ThreatSHIELD shall have no obligation liability for, and Customer shall indemnify, defend, and hold ThreatSHIELD harmless “Subject to the limitations contained in Section 768.28, FS”; from and against, any claim based upon: (i) the use, operation, or combination of the Licensed Software or the ThreatSHIELD Service with non-ThreatSHIELD programs, data, equipment, or documentation if liability with respect to would have been avoided but for such use, operation, or combination; (aii) use of other than the Service in combination with any materials not provided by Ruckusthen-current, if the infringement would be avoided by use unaltered version of the Service without Licensed Software or ThreatSHIELD CONFIDENTIAL Service; (iii) Customer’s activities after ThreatSHIELD has notified Customer that ThreatSHIELD believes such combination, activities may result in infringement; (biv) any modifications to or markings of the Licensed Software or the ThreatSHIELD Service that are not specifically authorized in writing by ThreatSHIELD; (v) any third party software; (vi) any Customer Data or other Customer materials; or (vii) Customer’s breach or alleged patent infringement related breach of this Agreement. Customer shall pay any liabilities, costs, damages, and expenses (including reasonable attorney’s fees) “Subject to the implementation limitations contained in Section 768.28, FS”; awarded against ThreatSHIELD in such action that are attributable to such claim provided: (x) ThreatSHIELD notifies Customer in writing of a standardany such claim within twenty (20) days of learning of such claim; (cy) any modification Customer has sole control of the Service by defense and all related settlement negotiations (provided that Customer shall not enter into any party settlement or other than Ruckuscompromise that materially adversely affects ThreatSHIELD without ThreatSHIELD's written approval, which shall not be unreasonably withheld, delayed, or conditioned); and (diii) ThreatSHIELD cooperates with Customer, at Customer’s expense, in defending or settling such claim. This Section 7 states the entire liability of ThreatSHIELD and the exclusive remedy of Customer with respect to infringement of any open source code contained within the Serviceintellectual property or other rights, (e) damages based on the value whether under theory of productwarranty, services indemnity, or business methods not provided by or performed by Ruckus, (f) any use of the Service outside the scope of the license or (g) any use of the Service after Ruckus has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSotherwise.

Intellectual Property Infringement. Xxxxxx 10.1 Service Provider hereby agrees to defend and hold harmless COMPANY Customer, its affiliates and their respective directors, officers, employees and agents (“COMPANY Customer Indemnitees”) from and pay against any damages finally awarded orthird party claim, at its option settle and pay any settlement agreed to by Ruckussuit, with respect demand, action or proceeding arising from or relating to any claim made breach by Service Provider of its representations and warranties of this Agreement or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use a violation of the unaltered Service infringes or misappropriates any U.S. copyright, patent, copyright trademark, trade secret or trademark of such entityother proprietary right, provided that and Service Provider shall indemnify the COMPANY Customer (a) provides prompt written notice of such claim to RuckusIndemnitees against any and all judgments, (b) grants Ruckus the sole right to control liabilities, damages, costs and expenses arising therefrom. Service Provider shall defend any such claim, suit, demand, action or proceeding instituted against the COMPANY Customer Indemnitees at Service Provider’s sole cost and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in shall pay the defense amount of any such claim. award, judgment or settlement thereof. 10.2 In the event any of such the Products or Services is held by a claim court, administrative body or threatened claimarbitration panel of competent jurisdiction to constitute an infringement or its use is enjoined, Ruckus mayService Provider shall, at its option, either: (i) procure for COMPANY Customer the right to continue use of the Products or Services; (ii) provide Customer with revised Service that is substantially equivalent a modification to the accused Service Products or Services so that its use becomes non-infringing; or (iii) replace the Products or Services with products or services which are substantially similar in functionality and performance. If none of the foregoing alternatives is reasonably available to Service Provider, then, in material respects but addition to and not in lieu of any claim for damages that COMPANY Customer may have, Service Provider shall refund the Fees paid by COMPANY Customer for the Products and Services for which Products or Services have not been received. 10.3 The indemnified party will notify the Service Provider reasonably promptly in writing of any claim of which the indemnified party becomes aware. The Service Provider shall have the right to designate its counsel of choice to defend such claim and to control the defense of such claim at the sole expense of the Service Provider and/or its insurer(s), so long as such counsel is noninfringingreasonably acceptable to the indemnified party. The indemnified party shall have the right to participate in the defense at its own expense. In any event, the Service Provider shall keep the indemnified party informed of, and shall consult with the indemnified party in connection with, the progress of any investigation, defense or settlement. The Service Provider shall not have any right to, and shall not without the indemnified party’s prior written consent (which consent will be in the indemnified party’s sole and absolute discretion), settle or compromise any claim if such settlement or compromise (i) would require any admission or acknowledgment of wrongdoing or culpability by the indemnified party, (ii) obtain provide for any non-monetary relief to any person or entity to be performed by the right for Customer to continue using the Serviceindemnified party, or (iii) terminate this agreement upon 30 days’ notice and refund would, in any license fees previously paid for manner, interfere with, enjoin, or otherwise restrict any project and/or production, or the Service that is the subject release or distribution of a claim on a pro- rata basis for the remaining portion any motion picture, television program or other project, of the Service Term. Notwithstanding the foregoing, Ruckus shall have no obligation COMPANY Customer or liability with respect to (a) use of the Service in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Service without such combination, (b) any alleged patent infringement related to the implementation of a standard; (c) any modification of the Service by any party other than Ruckus, (d) any open source code contained within the Service, (e) damages based on the value of product, services its subsidiaries or business methods not provided by or performed by Ruckus, (f) any use of the Service outside the scope of the license or (g) any use of the Service after Ruckus has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSaffiliates.

Intellectual Property Infringement. Xxxxxx 16.1 SecMaker agrees to defend indemnify the Customer and pay from any damages finally awarded or, at its option settle and pay any settlement agreed to claims by Ruckus, with respect to any claim made or brought against Customer by an entity unaffiliated with Customer alleging that a third party based on the Customer’s use of the unaltered Service infringes Software, or misappropriates part thereof, within the Territory, infringing any U.S. patentsuch third party’s intellectual property rights. SecMaker’s obligation to indemnify under this Section 16 is subject to the Software having been used in accordance with the terms and conditions set out in the Agreement. 16.2 SecMaker shall have no obligation to indemnify the Customer against third party claims of infringement based upon (i) use, copyright operation or trademark combination of the applicable Software with non-SecMaker hardware, software, data, documentation or other equipment if such entityinfringement would have been avoided but for such use, operation or combination; or (ii) the Software having been altered or used in a way deviating from its construction or from its intended purpose. 16.3 SecMaker’s obligation to indemnify under this Section 16 only applies provided that the Customer (ai) provides prompt written notice without undue delay notifies SecMaker in writing of such claim to Ruckus, the claims brought against the Customer; (bii) grants Ruckus the sole right allows SecMaker to control the defence and defend such claim, all related settlement negotiations and solely to decide thereon; and (ciii) provides Xxxxxxacts in accordance with SecMaker’s instructions and, at Xxxxxxthe Customer’s own expense, cooperates with all information and assistance assists SecMaker to the extent reasonably requested by Xxxxxx SecMaker. 16.4 Subject to the conditions under Section 16.1-16.3, SecMaker shall indemnify the Customer for such damages, liabilities, costs or expenses awarded in a final judgment or settlement which has been approved in writing by SecMaker. 16.5 If an infringement due to the defense Customer’s use of such claim. In the event of such a claim or threatened claimSoftware is finally established, Ruckus maySecMaker shall, at its optionown discretion, (i) provide procure for the Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringing, (ii) obtain the right for Customer to continue using the Service, or affected Software; (ii) modify the affected Software so that it does not infringe; (iii) terminate this agreement upon 30 days’ notice and refund replace the affected Software with functionally equivalent software so that it does not infringe; or, (iv) reclaim the Software and, with the reduction of any license fees previously paid for reasonable benefit the Service that is Customer might have had from the subject Software, repay any License Fee paid, without interest. 16.6 This Section 16 constitutes the entire liability of a claim on a pro- rata basis for the remaining portion of the Service Term. Notwithstanding the foregoing, Ruckus shall have no obligation or liability SecMaker with respect toto infringement of third party intellectual property rights. (a) 16.7 If Customer uses, or intends to use, the Software in any Territory where algorithms are patentable, Customer acknowledges that such use is subject to Customer having ensured that that its use of the Service Software does not constitute infringement of any such patent and SecMaker expressly waives any and all liability in combination with relation to any materials not provided by Ruckussuch infringement. Customer undertakes to defend, if the infringement would be avoided by use of the Service without indemnify and hold harmless SecMaker from any claim from a third party in relation to any such combination, (b) any alleged patent infringement related to the implementation of a standard; (c) any modification of the Service by any party other than Ruckus, (d) any open source code contained within the Service, (e) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (f) any use of the Service outside the scope of the license or (g) any use of the Service after Ruckus has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSinfringement.

Intellectual Property Infringement. Xxxxxx agrees to 8.1 BICA will defend Customer and pay End User against any damages finally awarded orloss, at its option settle and pay any settlement agreed to by Ruckuscosts, with respect to any claim made or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use of the unaltered Service infringes or misappropriates any U.S. patent, copyright or trademark of such entity, provided that Customer (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, (i) provide Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringing, (ii) obtain the right for Customer to continue using the Serviceexpenses, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Service that is the subject liability, whether direct or indirect, arising out of a claim on by a pro- rata basis for the remaining portion third party that Use of the Service Term. Notwithstanding Licensed Materials in accordance with the foregoing, Ruckus shall have no obligation terms of this Licence infringes any Intellectual Property of that third party; except to the extent that the alleged infringement arises out of or liability with respect is related to : (a) use of the Service Software in other than its specified operating environment or in combination with any materials equipment, devices, or software not provided by Ruckus, if specified in the infringement would be avoided by Documentation as suitable for such use; (b) use of the Service without such combination, (b) any alleged patent infringement related to the implementation of Software in a standardmanner for which it was not intended; (c) any modification of the Service Software by any party anyone other than Ruckus, BICA; or (d) use of other than the most current release of the Software if the alleged infringement would have been prevented by the use of such release. 8.2 End User agrees to: (a) give notice to XXXX in writing of any open source code contained claimed infringement as soon as practicable upon becoming aware of the same; (b) give BICA the sole conduct of the defense to any claim or action in respect of any such claim and all negotiations for its settlement and must not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise such claim or action except with the written consent of BICA (such consent not to be unreasonably withheld or delayed); and (c) act in accordance with the reasonable instructions of BICA and to give to BICA such assistance as it reasonably requires (at the cost and expense of BICA) with respect to the conduct of such defense, including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court processes and the provision of all relevant documents. 8.3 In the event of an infringement claim, BICA is entitled at its own expense and sole option (but without prejudice to any of End User’s rights) and within a reasonable time either to: (a) procure the Serviceright for End User to continue using the Licensed Materials; (b) make such alterations, modifications, or adjustments to the Licensed Materials as will render them non-infringing without incurring a material diminution in performance or function; (ec) damages based on replace the value Licensed Materials with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; or (d) terminate this Licence. The foregoing remedies constitute End User’s sole and exclusive remedies, and 8.4 End User defends and indemnifies BICA against any loss, costs, expenses, or liability, whether direct or indirect, arising out of product, services or business methods not provided a claim by or performed a third party arising from: (a) compliance with End User’s instructions; (b) claims by Ruckus, (f) any customers of End User related to End User’s use of the Service outside the scope of the license Software; or (gc) End User’s failure to comply with any use material provision of the Service after Ruckus has terminated access to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSthis Licence.

Intellectual Property Infringement. Xxxxxx agrees to defend 14.1 The Supplier will indemnify and hold harmless the Customer and pay against any damages finally (including costs) that may be awarded or, at its option settle and pay any settlement or agreed to be paid to any third party in respect of any claim or action that the normal operation possession or use of the Goods/Services by Ruckus, with respect the Customer that infringes the patent copyright registered design or trade mark rights of the said third party (an 'Intellectual Property Infringement') provided that the Customer: 14.1.1 as soon as practicable gives notice to the Supplier of any Intellectual Property Infringement upon becoming aware of the same 14.1.2 gives the Supplier the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express instructions of the Supplier; and 14.1.3 acts in accordance with the reasonable instructions of the Supplier and gives to the Supplier such assistance, as it shall reasonably require in respect of the conduct of the said defence. 14.2 The Supplier shall reimburse the Customer its reasonable costs for the avoidance of doubt (including the cost of any time spent by the employees of the Customer in connection with this matter) incurred in complying with the provisions of Clause 14.1 above. 14.3 The Supplier shall have no liability to indemnify the Customer in respect of an Intellectual Property Infringement if the same results from: 14.3.1 any unauthorised alteration modification or adjustment made by the Customer to the Good/Services without the prior consent of the Supplier; or 14.3.2 the combination connection operation or brought against Customer by an entity unaffiliated with Customer alleging that Customer’s use of the unaltered Service infringes Goods/Services with any other equipment or misappropriates any U.S. patent, copyright or trademark of such entity, provided that Customer (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus documentation not endorsed by the sole right to control and defend such claim, and (c) provides Xxxxxx, at Xxxxxx’s expense, with all information and assistance reasonably requested by Xxxxxx in the defense of such claim. Supplier. 14.4 In the event of such a claim or threatened claim, Ruckus may, an Intellectual Property Infringement the Supplier shall be entitled at its option, (i) provide Customer with revised Service that is substantially equivalent to the accused Service in functionality in material respects but is noninfringing, (ii) obtain own expense and option either to: 14.4.1 procure the right for the Customer to continue using the Service, Goods/Services; or 14.4.2 make such alterations modifications or (iii) terminate this agreement upon 30 days’ notice and refund adjustments to the Goods/Services that they become non-infringing without incurring a material diminution in performance or function; or 14.4.3 replace the Goods/Services with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function. 14.5 If the Supplier in its reasonable judgement is not able to exercise any license fees previously paid for the Service that is the subject of a claim on a pro- rata basis for the remaining portion of the Service Term. Notwithstanding the foregoingoptions set out at clauses 14.4.1, Ruckus shall have no obligation 14.4.2 or liability with respect to (a) use 14.4.3 above within 14 days of the Service in combination with any materials not provided by Ruckus, if the infringement would be avoided by use date it received notice of the Service without such combination, (b) any alleged patent infringement related Intellectual Property Infringement then it shall at its own expense retake possession of the Goods/Services upon payment to the implementation Customer of: 14.5.1 the Price less depreciation calculated at a rate of a standard; (c) any modification one tenth of the Service Price for each full year from the acceptance date, agreed by the parties (and pro rata for any party other period of less than Ruckus, (d) any open source code contained within a year); 14.5.2 the Service, (e) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (f) any use actual costs of the Service outside Customer (including costs for time of its own employees) reasonably incurred in the scope preparation of the license place of use to the extent that the Customer no longer intends to use the same as the installation or (g) its preparation is not suitable for alternative Goods/Services; 14.5.3 any use special delivery costs; and 14.5.4 all other damages that the Customer has suffered as a result of the Service after Ruckus has terminated access said Intellectual Property Infringement. 14.6 The provisions of Condition 15 shall not apply to the Service. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSthis clause 14.