Common use of INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject to the provisions set forth herein, Licensor shall, at its own expense, defend any suit brought against Licensee insofar as such suit is based upon a claim that the Development or Run-Time Software in the form as delivered by Licensor hereunder and not modified in any way by Licensee, alone and not in combination with any other product, directly infringes any third party United States patent, copyright, trade secret or other intellectual property right (“third party IP Rights”) when used in accordance with the terms of this Agreement, provided ******* - Material has been omitted and filed separately with the Commission. however that Licensor is notified promptly in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensor’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewith. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price of the Development or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage of the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consent. In the event that the use of Development or Run-Time Software is held to constitute an infringement, or in Licensor’s opinion such claim is likely to succeed, Licensor shall, at its option and at its expense, either obtain for Licensee the right to continue using the Development Software or Run-Time Software, substitute other software with equivalent functional capabilities, modify the Development Software or Run-Time Software so that it is no longer infringing while retaining equivalent functions or terminate this Agreement and refund the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case the applicable provisions of Sections 7.3 and 7.4 shall apply correspondingly. 8.2 Except as provided above, Licensor shall have no liability to Licensee, Third Parties and/or End-Users in the event infringement of any third party IP Rights arises from components of a Designated Application which are not derived directly from the Development Software or Run-Time Software, operating of the Designated Application, but which are introduced into the Designated Application by Licensee, or use of the Development or Run-Time Software for purposes for which these were not intended, or which result from compliance with Licensee’s designs, specifications or instructions, or from modification of the Development Software by Licensee. 8.3 The foregoing states the entire liability of Licensor in connection with infringement of third party IPR by the Development Software and/or Run-Time Software supplied by Licensor hereunder and except as stated in this clause, Licensor shall not be liable for any loss or damage of any kind whatsoever, including any incidental, indirect, special or consequential damages, loss of (prospective) profits and turnover, suffered or incurred by Licensee, Third Parties and/or End-Users in respect of or in connection with the infringement of any third party IP Rights. ******* - Material has been omitted and filed separately with the Commission. 8.4 Notwithstanding anything to the contrary elsewhere in this Agreement, purchase or acquisition of any Development Software or Run-Time Software under this Agreement DOES NOT convey an implied license under any patent right that may be asserted by Licensor to use or operate the Development Software or Run-Time Software in conjunction with other software, hardware or systems that may be used with speech/voice recognition-type applications. In particular, Licensor and/ or respectively its Affiliates has one or more patents that cover the use and/or operation of speech recognition technology, as embodied in such Development Software or Run-Time Software, in conjunction with, or coupled to, other software, hardware or telecommunication systems for which no patent license is granted herein.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject (A.) Purchaser reserves the right in its sole discretion, to the provisions set forth hereinreturn at Vendor's cost and expense and for full credit, Licensor shall, at its own expense, defend any suit brought against Licensee insofar as such suit is based upon goods and cancel any Purchase Order for which a claim has arisen alleging that the Development goods or Run-Time Software in the form as delivered by Licensor hereunder and not modified in marketing of the goods infringe upon any way by Licenseepatent, alone and not in combination with any other productdesign, directly infringes any third party United States patenttrade dress, trade name, trademark, copyright, trade secret right of privacy or other any tangible or intangible personal proprietary or property rights. Vendor agrees that upon request, Vendor will defend, and in any event indemnify Purchaser and its affiliates, and hold them harmless from any and all liability claims, suits, actions, losses or expense, including legal fees, relating to or arising by virtue of any such infringement claim now existing or hereafter asserted with respect to any or all goods covered by a Purchase Order. For any materials that Vendor provides to Purchaser for marketing Vendor's goods or otherwise advertising Vendor's business, Vendor warrants that it has obtained sufficient rights and necessary releases thereto, such as rights of publicity, likeness, reproduction, distribution, public performance, and/or public display, and Vendor hereby grants Purchaser the unconditional right to use such materials for any such marketing and in any form of media, including but not limited to catalogs, circulars, magazines, signage, internet, television, radio, and/or in-store displays and audiovisual presentations. (B.) Recognition of Purchaser’s intellectual property right (“third party IP Rights”) when used in accordance with the terms – Vendor recognizes Purchaser’s exclusive ownership of all intellectual property rights of Purchaser and its affiliates relating to all goods and/or services subject to this Agreement. Vendor agrees that it shall not attack the title, provided ******* - Material has been omitted validity or any rights whatsoever of Purchaser and filed separately with the Commissionits affiliates in and to Purchaser’s intellectual property, or do anything either by an act or omission which might impair, violate or infringe same. however that Licensor is notified promptly Vendor shall not, directly or indirectly, obtain or attempt to obtain, any right, title or interest by registration, patent, copyright or otherwise, in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensorto Purchaser’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewithintellectual property. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price All uses of the Development Purchaser’s intellectual property by or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage on behalf of Vendor shall inure to the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consentbenefit of Purchaser. In the event that the use of Development Purchaser cancels or Run-Time Software is held to constitute an infringementrejects any goods and/or services hereunder, or in Licensor’s opinion such claim is likely to succeedthe event Vendor produces goods and/or services in excess of the Purchase Order herein, Licensor Vendor shall, at its option and at its expense, either obtain for Licensee the right prior to continue using the Development Software selling or Run-Time Software, substitute other software with equivalent functional capabilities, modify the Development Software distributing such goods or Run-Time Software so that it is no longer infringing while retaining equivalent functions or terminate this Agreement and refund the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case the applicable provisions of Sections 7.3 and 7.4 shall apply correspondingly. 8.2 Except as provided above, Licensor shall have no liability services to Licensee, Third Parties and/or End-Users in the event infringement of any third party IP Rights arises from components or e-commerce site, remove and obliterate any tags, labels, hangtags, materials or information on packaging or other displays of a Designated Application any kind which are not derived directly from the Development Software in any way identify Purchaser or Run-Time Software, operating of the Designated Application, but which are introduced into the Designated Application by Licensee, or use of the Development or Run-Time Software for purposes for which these were not intendedits affiliates, or which result from compliance with Licensee’s designs, specifications use any intellectual property of Purchaser or instructions, or from modification of the Development Software by Licensee. 8.3 The foregoing states the entire liability of Licensor in connection with infringement of third party IPR by the Development Software and/or Run-Time Software supplied by Licensor hereunder and except as stated in this clause, Licensor shall not be liable for any loss or damage of any kind whatsoeverits affiliates, including any incidentaland all trademarks, indirectservice marks, special or consequential damagesbusiness names, loss of (prospective) profits and turnoverdomain names, suffered or incurred by Licenseetrade dress, Third Parties and/or End-Users in respect of or in connection with the infringement of any third party IP Rights. ******* - Material has been omitted and filed separately with the Commission. 8.4 Notwithstanding anything to the contrary elsewhere in this Agreementcopyrights, purchase or acquisition of any Development Software or Run-Time Software under this Agreement DOES NOT convey an implied license under any patent right that may be asserted by Licensor to use or operate the Development Software or Run-Time Software in conjunction with other software, hardware or systems that may be used with speech/voice recognition-type applications. In particular, Licensor and/ or respectively its Affiliates has one or more patents that cover the use and/or operation of speech recognition technology, as embodied in such Development Software or Run-Time Software, in conjunction withdesign patents, or coupled to, other software, hardware Intellectual Property of Purchaser or telecommunication systems for which no patent license is granted hereinits affiliates.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject I3S shall defend, indemnify and hold harmless AVALONBAY, its directors, officers, shareholders, employees and agents and its successors and assigns, from and against any and all claims, demands, actions, liabilities, losses, damages and expenses, including, without limitation, settlement costs and reasonable attorneys' fees, disbursements and litigation costs, arising out of or relating to any actual or alleged infringement of any third party's trade secrets, trademark, service mark, xxpyright, patent or other intellectual property rights (the "Intellectual Property Rights") in connection with the use of said Intellectual Property Rights hereunder. I3S's obligation pursuant to the provisions set forth hereinimmediately preceding sentence is subject to the following conditions: (i) AVALONBAY shall give I3S prompt written notice of all actions, Licensor shallclaims or threats against AVALONBAY, about which AVALONBAY obtains actual knowledge, of infringement or violation of Intellectual Property Rights; (ii) AVALONBAY shall permit I3S to elect to assume complete control of such claims at its sole discretion and expense; and (iii) AVALONBAY shall reasonably cooperate with I3S in defending against claims, including making known or available to the indemnifying party, upon reimbursement of all costs associated with provision or reproduction of, all records and document pertaining to claims, excluding information, records and documents that are confidential or proprietary to AVALONBAY. Notwithstanding the foregoing, (a) AVALONBAY's failure to promptly notify about any such actions, claims or threats shall not impair I3S's indemnification obligations under this Section 10.1 unless I3S is materially prejudiced thereby; (b) under no circumstances shall I3S have the right to enter into any settlement of any such action, claim or threat against AVALONBAY without AVALONBAY's prior consent thereto unless pursuant to such settlement, AVALONBAY shall be fully and completely released from any and all liabilities associated with the subject of such action, claim or threat, AVALONBAY does not have any ongoing obligations with respect thereto, and AVALONBAY has no obligations to pay any sums to any party in connection therewith; and (c) AVALONBAY shall have the right to participate in the defense of such action, claim or threat with its own counsel at its own expense, defend any suit brought against Licensee insofar as such suit is based upon a claim that the Development or Run-Time Software in the form as delivered by Licensor hereunder and not modified in any way by Licensee, alone and not in combination with any other product, directly infringes any third party United States patent, copyright, trade secret or other intellectual property right (“third party IP Rights”) when used in accordance with the terms of this Agreement, provided ******* - Material has been omitted and filed separately with the Commission. however that Licensor is notified promptly in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensor’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewith. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price of the Development or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage of the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consent. In the event that the use of Development or Run-Time Software is held to constitute an infringement, or in Licensor’s opinion such claim is likely to succeed, Licensor shall, at its option and at its expense, either obtain for Licensee the right to continue using the Development Software or Run-Time Software, substitute other software with equivalent functional capabilities, modify the Development Software or Run-Time Software so that it is no longer infringing while retaining equivalent functions or terminate this Agreement and refund the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case the applicable provisions of Sections 7.3 and 7.4 shall apply correspondingly. 8.2 Except as provided above, Licensor shall have no liability to Licensee, Third Parties and/or End-Users in the event infringement of any third party IP Rights arises from components of a Designated Application which are not derived directly from the Development Software or Run-Time Software, operating of the Designated Application, but which are introduced into the Designated Application by Licensee, or use of the Development or Run-Time Software for purposes for which these were not intended, or which result from compliance with Licensee’s designs, specifications or instructions, or from modification of the Development Software by Licensee. 8.3 The foregoing states the entire liability of Licensor in connection with infringement of third party IPR by the Development Software and/or Run-Time Software supplied by Licensor hereunder and except as stated in this clause, Licensor shall not be liable for any loss or damage of any kind whatsoever, including any incidental, indirect, special or consequential damages, loss of (prospective) profits and turnover, suffered or incurred by Licensee, Third Parties and/or End-Users in respect of or in connection with the infringement of any third party IP Rights. ******* - Material has been omitted and filed separately with the Commission. 8.4 Notwithstanding anything to the contrary elsewhere in this Agreement, purchase or acquisition of any Development Software or Run-Time Software under this Agreement DOES NOT convey an implied license under any patent right that may be asserted by Licensor to use or operate the Development Software or Run-Time Software in conjunction with other software, hardware or systems that may be used with speech/voice recognition-type applications. In particular, Licensor and/ or respectively its Affiliates has one or more patents that cover the use and/or operation of speech recognition technology, as embodied in such Development Software or Run-Time Software, in conjunction with, or coupled to, other software, hardware or telecommunication systems for which no patent license is granted herein.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject to the provisions set forth herein, Licensor shall, at its own expense, defend any suit brought against Licensee insofar as such suit is based upon a claim that the Development or Run-Time Software in the form as delivered by Licensor hereunder and not modified in any way by Licensee, alone and not in combination with any other product, directly infringes any third party United States patent, copyright, trade secret or other intellectual property right (“third party IP Rights”) when used in accordance with the terms of this Agreement, provided ******* - Material has been omitted and filed separately with the Commission. however that Licensor is notified promptly in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensor’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewith. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price of the Development or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage of the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consent. In the event that the use of Development or Run-Time Software is held to constitute an infringement, or in Licensor’s opinion such claim is likely to succeed, Licensor shall, at its option and at its expense, either obtain for Licensee the right to continue using the Development Software or Run-Time Software, substitute other software with equivalent functional capabilities, modify the Development Software or Run-Time Software so that it is no longer infringing while retaining equivalent functions or terminate this Agreement and refund the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case the applicable provisions of Sections 7.3 and 7.4 shall apply correspondingly. 8.2 . Except as provided above, Licensor shall have no liability to Licensee, Third Parties and/or End-Users in the event infringement of any third party IP Rights arises from components of a Designated Application which are not derived directly from the Development Software or Run-Time Software, operating of the Designated Application, but which are introduced into the Designated Application by Licensee, or use of the Development or Run-Time Software for purposes for which these were not intended, or which result from compliance with Licensee’s designs, specifications or instructions, or from modification of the Development Software by Licensee. 8.3 . The foregoing states the entire liability of Licensor in connection with infringement of third party IPR by the Development Software and/or Run-Time Software supplied by Licensor hereunder and except as stated in this clause, Licensor shall not be liable for any loss or damage of any kind whatsoever, including any incidental, indirect, special or consequential damages, loss of (prospective) profits and turnover, suffered or incurred by Licensee, Third Parties and/or End-Users in respect of or in connection with the infringement of any third party IP Rights. ******* - Material has been omitted and filed separately with the Commission. 8.4 Notwithstanding anything to the contrary elsewhere in this Agreement, purchase or acquisition of any Development Software or Run-Time Software under this Agreement DOES NOT convey an implied license under any patent right that may be asserted by Licensor to use or operate the Development Software or Run-Time Software in conjunction with other software, hardware or systems that may be used with speech/voice recognition-type applications. In particular, Licensor and/ or respectively its Affiliates has one or more patents that cover the use and/or operation of speech recognition technology, as embodied in such Development Software or Run-Time Software, in conjunction with, or coupled to, other software, hardware or telecommunication systems for which no patent license is granted herein.. LIABILITY LIMITATION ON LIABILITY: EXCEPT FOR BREACH OF ARTICLE 10, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF OR DAMAGE TO REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT OR RESULTING FROM THE FURNISHING, PERFORMANCE, OR USE OR LOSS OF USE OF ANY DEVELOPMENT SOFTWARE, RUN-TIME SOFTWARE OR OTHER MATERIALS DELIVERED TO LICENSEE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CAUSE. EXCEPT FOR A BREACH OF SECTION 2.1 AND ARTICLE 10, IN NO EVENT SHALL LICENSEE BE LIABLE FOR ANY LOSS OF OR DAMAGE TO REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CAUSE. MAXIMUM LIABILITY: LICENSOR’S TOTAL LIABILITY TO LICENSEE FROM ANY AND ALL CAUSES SHALL BE LIMITED TO THE TOTAL AMOUNT OF ALL LICENSEE PAYMENTS ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT LICENSOR IS NOTIFIED IN WRITING BY LICENSEE OF A CLAIM UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL LICENSOR PAYMENTS BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THE LIMIT. ANY CLAIM FOR DAMAGE UNDER THIS AGREEMENT SHALL BE PRESENTED TO THE LICENSOR AS SOON AS POSSIBLE AFTER OCCURRENCE OF ANY OF SUCH EVENT, ULTIMATELY WITHIN ONE (1) YEAR AFTER THE OCCURRENCE, WHEREAS ALL REASONABLE EFFORTS SHALL BE MADE TO MITIGATE SUCH DAMAGE. CONFIDENTIAL INFORMATION

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject 9.1 Adaytum agrees to the provisions set forth hereinindemnify and hold harmless Xxxxxxxx, Licensor shalland any partner or employee thereof, at its own expensefrom any and all liabilities, defend damages, costs and expenses, including attorneys' fees, incurred by Xxxxxxxx as a result of any suit brought against Licensee insofar as such suit is based upon a claim that any of the Development Adaytum Software, including any version, update or Run-Time enhancement of any of the Adaytum Software in the form as delivered created or otherwise provided by Licensor Adaytum to Xxxxxxxx, its Affiliates or a Client hereunder and not modified in any way by Licenseeinfringes a copyright, alone and not in combination with any other product, directly infringes any third party United States patent, copyright, trade secret or any other intellectual property right (“third party IP Rights”) when used in accordance with the terms of this Agreementproprietary right. However, provided ******* - Material has been omitted and filed separately with the Commission. however that Licensor is notified promptly in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensor’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewith. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price of the Development or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage of the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consent. In the event that the use of Development or Run-Time Software is held to constitute an infringement, or in Licensor’s opinion such claim is likely to succeed, Licensor shall, at its option and at its expense, either obtain for Licensee the right to continue using the Development Software or Run-Time Software, substitute other software with equivalent functional capabilities, modify the Development Software or Run-Time Software so that it is no longer infringing while retaining equivalent functions or terminate this Agreement and refund the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case the applicable provisions of Sections 7.3 and 7.4 shall apply correspondingly. 8.2 Except as provided above, Licensor Adaytum shall have no liability to Licensee, Third Parties and/or End-Users in the event infringement of indemnify Xxxxxxxx with respect to any third party IP Rights arises from components of a Designated Application which are not derived directly from the Development Software or Run-Time Software, operating claim that any of the Designated ApplicationAdaytum Software infringes a copyright, but which are introduced into the Designated Application patent, trade secret or any other proprietary right caused by Licensee, or use of the Development or Run-Time Software for purposes for which these were not intended, or which result from compliance with Licensee’s designs, specifications or instructions, or from modification of the Development Adaytum Software by Licensee. 8.3 Xxxxxxxx without Adaytum's consent, where the Adaytum Software without the modification would otherwise not be infringing. The foregoing states indemnity is conditioned upon (i) Xxxxxxxx providing to Adaytum prompt written notice of such claim, (ii) Xxxxxxxx tendering to Adaytum sole control over the entire liability defense and settlement of Licensor in connection with infringement of third party IPR such claim, and (iii) Xxxxxxxx providing to Adaytum all information and assistance reasonably requested by the Development Software and/or Run-Time Software supplied by Licensor hereunder and except as stated in this clause, Licensor shall not be liable for any loss or damage of any kind whatsoever, including any incidental, indirect, special or consequential damages, loss of (prospective) profits and turnover, suffered or incurred by Licensee, Third Parties and/or End-Users in respect of or Adaytum in connection with the infringement defense and settlement of such claim, at Adaytum's sole expense. In no event, however, may there be a settlement of any third party IP Rightssuch claim without the written consent of Xxxxxxxx. 9.2 Xxxxxxxx agrees to indemnify and hold harmless Adaytum, and any employee thereof, from any and all liabilities, damages, costs and expenses, including attorneys' fees, incurred by Adaytum as a result of any claim that any of the Adaytum Software infringes a copyright, patent, trade secret or any other proprietary right caused by modification of the Adaytum Software by Xxxxxxxx without Adaytum's consent, where the Adaytum Software without the modification would otherwise not be infringing. ******* - Material has been omitted The foregoing indemnity is conditioned upon (i) Adaytum providing to Xxxxxxxx prompt written notice of such claim, (ii) Adaytum tendering to Xxxxxxxx sole control over the defense and filed separately settlement of such claim, and (iii) Adaytum providing to Xxxxxxxx all information and assistance reasonably requested by Xxxxxxxx in connection with the Commission. 8.4 Notwithstanding anything to the contrary elsewhere in this Agreementdefense and settlement of such claim, purchase or acquisition at Xxxxxxxx'x sole expense. In no event, however, may there be a settlement of any Development Software or Run-Time Software under this Agreement DOES NOT convey an implied license under any patent right that may be asserted by Licensor to use or operate such claim without the Development Software or Run-Time Software in conjunction with other software, hardware or systems that may be used with speech/voice recognition-type applications. In particular, Licensor and/ or respectively its Affiliates has one or more patents that cover the use and/or operation written consent of speech recognition technology, as embodied in such Development Software or Run-Time Software, in conjunction with, or coupled to, other software, hardware or telecommunication systems for which no patent license is granted hereinAdaytum.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject to the provisions set forth herein, Licensor shall, at its own expense, defend any suit brought against Licensee insofar as such suit is based upon a claim that the Development or Run-Time Software in the form as delivered by Licensor hereunder and not modified in any way by Licensee, alone and not in combination with any other product, directly infringes any third party United States patent, copyright, trade secret or other intellectual property right (“third party IP Rights”) when used in accordance with the terms of this Agreement, provided ******* - Material has been omitted and filed separately with the Commission. however that Licensor is notified promptly in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensor’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewith. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price of the Development or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage of the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consent. In the event that the use of Development or Run-Time Software is held to constitute an infringement, or in Licensor’s opinion such claim is likely to succeed, Licensor shall, at its option and at its expense, either obtain for Licensee the right to continue using the Development Software or Run-Time Software, substitute other software with equivalent functional capabilities, modify the Development Software or Run-Time Software so that it is no longer infringing while retaining equivalent functions or terminate this Agreement and refund the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case the applicable provisions of Sections 7.3 and 7.4 shall apply correspondingly. 8.2 Except as provided above, Licensor shall have no liability to Licensee, Third Parties and/or End-Users in the event infringement of any third party IP Rights arises from components of a Designated Application which are not derived directly from the Development Software or Run-Time Software, operating of the Designated Application, but which are introduced into the Designated Application by Licensee, or use of the Development or Run-Time Software for purposes for which these were not intended, or which result from compliance with Licensee’s designs, specifications or instructions, or from modification of the Development Software by Licensee. 8.3 The foregoing states the entire liability of Licensor in connection with infringement of third party IPR by the Development Software and/or Run-Time Software supplied by Licensor hereunder and except as stated in this clause, Licensor shall not be liable for any loss or damage of any kind whatsoever, including any incidental, indirect, special or consequential damages, loss of (prospective) profits and turnover, suffered or incurred by Licensee, Third Parties and/or End-Users in respect of or in connection with the infringement of any third party IP Rights. ******* - Material has been omitted and filed separately with the Commission. 8.4 Notwithstanding anything to the contrary elsewhere in this Agreement, purchase or acquisition of any Development Software or Run-Time Software under this Agreement DOES NOT convey an implied license under any patent right that may be asserted by Licensor to use or operate the Development Software or Run-Time Software in conjunction with other software, hardware or systems that may be used with speech/voice recognition-type applications. In particular, Licensor and/ or respectively its Affiliates has one or more patents that cover the use and/or operation of speech recognition technology, as embodied in such Development Software or Run-Time Software, in conjunction with, or coupled to, other software, hardware or telecommunication systems for which no patent license is granted herein.