Common use of INTELLECTUAL PROPERTY RIGHTS INDEMNITY Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies the End-User against any claim that the normal Use or possession of the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) infringes intellectual property rights of any third party, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doing. 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier shall have the option, at its own expense, to (i) obtain for the End-User the right under the relevant intellectual property right to continue using the affected Licensed Materials; (ii) replace the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 11.1 SDSD will indemnify the End-User Customer against any damages (including reasonable costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal Use operation, possession or possession use of the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) by the Customer in accordance with the terms of this Agreement infringes the intellectual property rights (including without limitation any patent copyright database right registered design or trade mark rights) of any the said third party, provided that Supplier is given immediate and complete control the Customer: 11.1.1 gives notice to SDSD of any such claim, infringement forthwith upon becoming aware of the same; 11.1.2 gives SDSD the sole conduct of the defence to any claim or action and that does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the End-User said claim or action except upon the express instructions of SDSD; and 11.1.3 acts in accordance with SDSD’s reasonable instructions and gives Supplier to SDSD such assistance as Supplier may it shall reasonably require in respect of the conduct of the said defence including without prejudice to settle or oppose any such claim, provided that Supplier the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents. 11.2 SDSD shall meet reimburse the End-User's Customer its reasonable costs incurred in complying with the provisions of so doingclause 11.1. 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier 11.3 SDSD shall have no liability to the option, Customer in respect of an infringement if it results from any breach of the Customer’s obligations under this Agreement. 11.4 In the event of an infringement SDSD shall be entitled at its own expense, to (i) obtain expense and option either to: 11.4.1 procure the right for the End-User the right under the relevant intellectual property right Customer to continue using the affected Licensed Materials; (ii) or 11.4.2 make such alterations, modifications or adjustments to the Licensed Materials so that they become non-infringing without incurring a material diminution in performance or function; or 11.4.3 replace the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part substitutes provided that such substitutes do not entail a material diminution in performance or function. 11.5 If SDSD in its reasonable judgment is not able to exercise any of the Licensed Materials to make it non-infringing; operations set out at clauses 11.4.1, 11.4.2 or (iv) refund the depreciated value 11.4.3 within 30 days of the relevant part date it received notice of the Licensed Materials, and accept return infringement then the Customer without prejudice to any other rights or remedies it may have hereunder or at law shall be entitled to terminate this Agreement by 30 days’ notice upon SDSD. Upon any such termination the provisions of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materialsclause 14 shall apply. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim 11.6 This clause 11 states the entire liability of infringement of intellectual property rights arises out of; (i) compliance SDSD with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available respect to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; infringement or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of alleged infringement of any copyright and other intellectual property third party rights in of any kind whatever by the Licensed Materials. 7.5 11.7 The foregoing states client is responsible for obtaining authorization from the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights owner of any third-party. 7.6 The foregoing obligations as items that are subject to intellectual property rights indemnity shall survive (IPR) or licensing, prior to entering such items in the SDSD software. The client will indemnify SDSD against any termination under this Agreement, howsoever causedcost incurred as a result of the client not holding the correct authorization from the IPR owner.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 10.1 The Service Provider shall promptly notify Transnet, in writing, of any infringement or apparent or threatened infringement [or any circumstances which may potentially give rise to an infringement] of or any actions, claims or demands in relation to any Intellectual Property Rights [whether occurring during or after the End-User termination of this Agreement] and shall provide to Transnet all assistance which Transnet may reasonably require in connection herewith including, but not limited to, the prosecution of any rights in relation to such Intellectual Property Rights. 10.2 The Service Provider shall at all times, whether during or after termination or expiry of this Agreement, indemnify and keep Transnet indemnified against all losses, claims, damages and expenses [including all reasonable legal fees] in relation to any claim that the normal Use infringement or alleged infringement of any Intellectual Property Rights suffered by Transnet as a result of Transnet's use or possession of the Licensed Materials (including but not limited or any part thereof. 10.3 The Service Provider shall be entitled to conduct all negotiations and proceedings in relation to any new updates and/or improved versions thereof) infringes intellectual property rights of any third partysuch claims brought against Transnet, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require but shall not be entitled to settle or oppose compromise any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doingclaim without Transnet’s prior written consent [not to be unreasonably withheld or delayed]. 7.2 10.4 If at any Licensed Materials are held or alleged to infringe any intellectual property rightstime an allegation of infringement of Intellectual Property Rights is made, Supplier shall have the optionService Provider may, at its own expenseexpense and sole option, to (ieither: a) obtain procure for Transnet the End-User the right under the relevant intellectual property right to continue using the affected Licensed relevant Materials; (iior b) replace or modify the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part substitutes, provided that any substitute shall not materially prejudice Transnet’s beneficial use of the Licensed Materials or the Services, or cause the Service Provider no longer to make it noncomply with the Work Order, and that such substitution will be carried out so as to avoid or reduce insofar as possible any interruption to Transnet’s business operations; or c) failing sub-infringing; clauses a) or (ivb) above, without prejudice to the indemnity in clause 10.2 above, refund the depreciated value of the relevant part of the Licensed in full all fees paid by Transnet under this Agreement in relation to such Materials, and accept Transnet will return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available materials to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-UserService Provider. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 11.1 SDSD will indemnify the End-User Customer against any damages (including reasonable costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal Use operation, possession or possession use of the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) by the Customer in accordance with the terms of this Agreement infringes the intellectual property rights (including without limitation any patent copyright database right registered design or trade mark rights) of any the said third party, provided that Supplier is given immediate and complete control the Customer: 11.1.1 gives notice to SDSD of any such claim, infringement forthwith upon becoming aware of the same; 11.1.2 gives SDSD the sole conduct of the defence to any claim or action and that does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the End-User said claim or action except upon the express instructions of SDSD; and 11.1.3 acts in accordance with SDSD’s reasonable instructions and gives Supplier to SDSD such assistance as Supplier may it shall reasonably require in respect of the conduct of the said defence including without prejudice to settle or oppose any such claim, provided that Supplier the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents. 11.2 SDSD shall meet reimburse the End-User's Customer its reasonable costs incurred in complying with the provisions of so doingclause 11.1. 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier 11.3 SDSD shall have no liability to the option, Customer in respect of an infringement if it results from any breach of the Customer’s obligations under this Agreement. 11.4 In the event of an infringement SDSD shall be entitled at its own expense, to (i) obtain expense and option either to: 11.4.1 procure the right for the End-User the right under the relevant intellectual property right Customer to continue using the affected Licensed Materials; (ii) or 11.4.2 make such alterations, modifications or adjustments to the Licensed Materials so that they become non-infringing without incurring a material diminution in performance or function; or 11.4.3 replace the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part substitutes provided that such substitutes do not entail a material diminution in performance or function. 11.5 If SDSD in its reasonable judgment is not able to exercise any of the Licensed Materials to make it non-infringing; operations set out at clauses 11.4.1, 11.4.2 or (iv) refund the depreciated value 11.4.3 within 30 days of the relevant part date it received notice of the Licensed Materials, and accept return infringement then the Customer without prejudice to any other rights or remedies it may have hereunder or at law shall be entitled to terminate this Agreement by 30 days’ notice upon SDSD. Upon any such termination the provisions of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materialsclause 14 shall apply. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing 11.6 This clause 11 states the entire liability of Supplier SDSD with respect to the End-User in respect of infringement or alleged infringement of any third party rights of any kind whatever by the Licensed Materials of the intellectual property rights of any third-partyMaterials. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 13.1 The Service Provider shall promptly notify Transnet, in writing, of any infringement or apparent or threatened infringement [or any circumstances which may potentially give rise to an infringement] of or any actions, claims or demands in relation to any Intellectual Property Rights [whether occurring during or after the End-User termination of this Agreement] and shall provide to Transnet all assistance which Transnet may reasonably require in connection herewith including, but not limited to, the prosecution of any rights in relation to such Intellectual Property Rights. 13.2 The Service Provider shall at all times, whether during or after termination or expiry of this Agreement, indemnify and keep Transnet indemnified against all losses, claims, damages and expenses [including all reasonable legal fees] in relation to any claim that the normal Use infringement or alleged infringement of any Intellectual Property Rights suffered by Transnet as a result of Transnet's use or possession of the Licensed Materials (including but not limited or any part thereof. 13.3 The Service Provider shall be entitled to conduct all negotiations and proceedings in relation to any new updates and/or improved versions thereof) infringes intellectual property rights of any third partysuch claims brought against Transnet, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require but shall not be entitled to settle or oppose compromise any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doingclaim without Transnet’s prior written consent [not to be unreasonably withheld or delayed]. 7.2 13.4 If at any Licensed Materials are held or alleged to infringe any intellectual property rightstime an allegation of infringement of Intellectual Property Rights is made, Supplier shall have the optionService Provider may, at its own expenseexpense and sole option, to (ieither: a) obtain procure for Transnet the End-User the right under the relevant intellectual property right to continue using the affected Licensed relevant Materials; (iior b) replace or modify the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part substitutes, provided that any substitute shall not materially prejudice Transnet’s beneficial use of the Licensed Materials or the Services, or cause the Service Provider no longer to make it noncomply with the Work Order, and that such substitution will be carried out so as to avoid or reduce insofar as possible any interruption to Transnet’s business operations; or c) failing sub-infringing; clauses a) or (ivb) above, without prejudice to the indemnity in clause 13.2 above, refund the depreciated value of the relevant part of the Licensed in full all fees paid by Transnet under this Agreement in relation to such Materials, and accept Transnet will return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available materials to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-UserService Provider. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies The Licensor shall indemnify and hold the EndLicensee harmless from all damages, claims, legal fees and costs incurred by the Licensee in respect of any third-User against party claim or action concerning the ownership or use of the Software or the Intellectual Property Rights in the Software, provided that: (a) the Licensee gives the Licensor prompt notice of any claim made against the Licensee and the Licensor shall have the right to defend any such claims and make settlements thereof at its own discretion; (b) the Licensor’s obligations under this clause 7 shall not apply to the extent that the normal Use or possession infringement arises out of any use of the Licensed Materials Software which is not compliant with this Licence Agreement; (including but c) the Licensee does not limited knowingly make or intimate any admission, settlement, opinion or undertaking that may be detrimental to any new updates and/or improved versions thereofthe Licensor’s defence; (d) infringes intellectual property rights of any third partythe Licensee, provided that Supplier is given immediate and complete control of any such claimat the Licensor’s cost, and that the End-User gives Supplier such assistance as Supplier the Licensor may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doingclaims but does not otherwise engage in settlement negotiations. 7.2 If any Licensed Materials are held such infringement occurs or alleged may occur, by giving written notice to infringe the Licensee, the Licensor may act as follows before the Licensee can take any intellectual property rights, Supplier shall have other course of action: (a) promptly secure the option, at its own expense, to (i) obtain right for the End-User the right under the relevant intellectual property right Licensee to continue using the affected Licensed MaterialsSoftware; or (iib) promptly modify or amend the Software so that the infringement is removed without any material reduction in functionality or features; or (c) promptly replace the relevant Software or infringing part of so that the Licensed Materials with a Software becomes non-infringing replacement; without any material reduction in functionality or features. Modified, amended or replacement Software provided under clause 7.2 (iiib) modify the relevant part of the Licensed Materials to make it non-infringing; or (ivc) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at shall be treated as Software for all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination purposes under this Licence Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 12.1 The Supplier hereby indemnifies shall indemnify Red Consultancy and any Red Consultancy Affiliate (and their respective employees, officers, and directors) from and against all Losses arising out of or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights of any kind whatsoever by the End-User against any claim that the normal Use use or possession of the Licensed Materials (including but not limited Deliverables or performance or receipt of the Services. 12.2 If the Supplier fails to conduct such litigation with appropriate diligence and/or becomes subject to any new updates insolvency event as specified in Clause 13 Red Consultancy shall be entitled to conduct and/or improved versions thereofsettle all negotiations and litigation as it/they sees fit. The costs incurred 12.3 Notwithstanding Clause 12.1, if at any time any allegation of infringement of third party Intellectual Property Rights is made in respect of the Deliverables and/or the Services or in the S (A) infringes intellectual property rights modify or replace the affected Deliverables without in any way affecting the quality, performance or functionality of such Deliverables, so as to avoid the infringement ; and making good to Red Consultancy any third partyLosses suffered by Red Consultancy during modification or replacement, provided that so as to avoid the infringement; or (B) procure for Red Consultancy the right to retain and continue to use the Deliverables. 12.4 If the Supplier is given immediate and complete control does not exercise any of the options set out in Clause 12.3 within 20 (twenty) Business Days of the date it receives notice of any such claimallegation, or such other time period agreed by the parties then, without prejudice to any other rights or remedies Red Consultancy may have hereunder or at law, Red Consultancy shall be entitled, to: (A) procure for itself the right to retain and continue to use the Deliverables, and that any incremental costs incurred by Red Consultancy which would not have been incurred had the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claimaffected Deliverables been properly licensed by the Supplier, provided that Supplier shall meet be borne by the End-User's reasonable costs of so doing.Supplier; or 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier shall have the option, at its own expense, to (iB) obtain procure for the End-User Supplier the right under the relevant intellectual property right to continue using to perform the Services for Red Consultancy, and any incremental costs incurred by Red Consultancy which would not have been incurred had the affected Licensed Materials; (ii) replace Deliverables been properly licensed by the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement borne by the Licensed Materials of the intellectual property rights of any third-partySupplier. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 21.1. The Licensor will indemnify and hold harmless the EndLicensee and any Sub-User Licensee against any claim that the normal Use or possession of the Licensed Materials damages (including but not limited costs) that may be awarded or agreed to be paid to any new updates and/or improved versions thereof) infringes intellectual property rights of any third party, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doing. 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier shall have the option, at its own expense, to (i) obtain for the End-User the right under the relevant intellectual property right to continue using the affected Licensed Materials; (ii) replace the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products party in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier respect of any claim or action brought against that the Endnormal operation possession or use of the MMS Licensed Program Materials by the Licensee or Sub-User on Licensee (as the issue case may be) infringes the patent, copyright, registered design or trade xxxx rights of infringement said third party (an “Intellectual Property Infringement”) provided that the Licensee or Sub-Licensee (as the case may be) - 21.1.1. Gives notice to the Licensor of any copyright and other intellectual property rights in Intellectual Property Infringement forthwith upon becoming aware of the Licensed Materials.same; 7.5 The foregoing states 21.1.2. gives the entire liability Licensor the sole conduct of Supplier the defence to the End-User any claim or action in respect of infringement an Intellectual Property Infringement and does not at any time admit liability or alleged infringement by otherwise settle or compromise or attempt to settle or compromise the Licensed Materials said claim or action except upon the express instructions of the intellectual property rights Licensor; and 21.1.3. acts in accordance with the reasonable instructions of any third-partythe Licensor and gives to the Licensor such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents. 7.6 21.2. The foregoing Licensor shall reimburse the Licensee or Sub-Licensee (as the case may be) its reasonable costs incurred in complying with the provisions of Clause 15.1 above. 21.3. The Licensor shall have no liability to the Licensee or to any Sub-Licensee in respect of an Intellectual Property Infringement if the same results from any breach of the Licensee’s or Sub-Licensee's obligations as to intellectual property rights indemnity shall survive any termination under this Agreement. 21.4. In the event of an Intellectual Property Infringement the Licensor shall be entitled at its own expense and option either to - 21.4.1. Procure the right for the Licensee or Sub-Licensee (as the case may be) to continue using the MMS Licensed Program Materials; or 21.4.2. Make such alterations modifications or adjustments to the MMS Licensed Program Materials so that they become non-infringing without incurring a material diminution in performance or function; or 21.4.3. Replace the MMS Licensed Program Materials with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function. 21.5. If the Licensor in its reasonable judgement is not able to exercise any of the options set out in Clauses 15.4.1, howsoever caused15.4.2 or 15.4.3 above within 60 days of the date it received notice of the Intellectual Property Infringement then the Licensee without prejudice to any other rights or remedies it may have hereunder or at law shall be entitled to terminate this Agreement by 30 days’ notice upon the Licensor. Upon any such termination the provisions of Clause 21.1 below (but not Clause 21.2) shall apply. 21.6. The provisions of Clause 14 above shall not apply to this Clause 15.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies SILVERSANDS shall indemnify THE CLIENT and keep THE CLIENT and its employees and agents indemnified from and against the End-User against costs and expenses of defending any Claim and discharging any settlement or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT as a result of any Claim. For the purposes of this Clause 6.2, a ‘Claim’ shall mean any claim by a third party that SILVERSANDS Materials infringe or allegedly infringe the normal Use or possession of the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) infringes intellectual property rights of that party except to the extent that the Claim arises from (i) the use of the Silversands Materials other than as intended for the purposes of the Project, including combination of the Silversands Materials with a software or hardware product, programme or data not supplied by SILVERSANDS, (ii) any third partyadaptation or modification of any Silversands Materials not undertaken by SILVERSANDS, and provided that Supplier is given immediate and complete control THE CLIENT: • Upon becoming aware of any such claim, infringement or allegations of infringement promptly notifies SILVERSANDS of the same; • Makes no admissions or incurs any avoidable costs without SILVERSANDS’ consent; • Supplies all assistance and co-operation that the End-User gives Supplier such assistance as Supplier SILVERSANDS may reasonably require require. The CLIENT shall allow SILVERSANDS to settle or oppose conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence, subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claim, provided that Supplier shall meet the End-User's reasonable costs claims. Where there is any Claim of so doing. 7.2 If any Licensed Materials are held infringement or alleged infringement as referred to infringe any intellectual property rightsin this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials under the relevant Services Engagement to be disrupted or materially impaired, Supplier shall have the optionSILVERSANDS shall, at its own expense, to (i) obtain following consultation with the CLIENT, but at its own discretion either: • Procure for the End-User benefit of the right under CLIENT the relevant intellectual property right to continue using to use the affected Licensed Materialsitems as referred to in Clause 6.2; (ii) or • Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the items and can be adopted practically by the CLIENT without significant disruption to their business. If neither of the foregoing alternatives is or would be available on a basis that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove the infringing items (or relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materialsthereof). 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 10.1 The Licensor will within the End-User financial limit set by clause 9.4 indemnify and hold harmless the Licensee against any claim damages (including costs) that may be awarded or agreed to be paid by the Licensee to any third party in respect of an Intellectual Property Infringement provided that the normal Use or possession Licensee: 10.1.1 gives written notice to the Licensor of any Intellectual Property Infringement forthwith upon becoming aware of the Licensed Materials (including but not limited same; 10.1.2 gives the Licensor the sole conduct of the defence to any new updates and/or improved versions thereof) infringes intellectual property rights claim or action in respect of an Intellectual Property Infringement and does not at any third party, provided that Supplier is given immediate time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express written instructions of the Licensor; and 10.1.3 acts in accordance with the reasonable instructions of the Licensor and complete control of any such claim, and that gives to the End-User gives Supplier Licensor such assistance as Supplier may it shall reasonably require in respect of the conduct of the said defence including, without prejudice to settle or oppose any such claimthe generality of the foregoing, provided that Supplier the filing of all pleadings and other court process and the provision of all relevant documents. The Licensor shall meet reimburse the End-User's Licensee its reasonable costs incurred in complying with the provisions of so doingclause 10.1. 2 above. 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier 10.2 The Licensor shall have no liability to the option, Licensee in respect of any Intellectual Property Infringement if the same results from any breach of the Licensee’s obligations under this Agreement. 10.3 In the event of an Intellectual Property Infringement the Licensor shall be entitled at its own expense, to (i) obtain expense and option either to: 10.3.1 procure the right for the End-User the right under the relevant intellectual property right Licensee to continue using the affected Licensed MaterialsSystem M aterials ; (ii) or 10.3.2 make such alterations modifications or adjustments to the System M aterials so that they become non- infringing without causing or incurring a material diminution in performance or function; or 10.3.3 replace the relevant part of the Licensed Materials System M aterials with a non-infringing replacement; (iii) modify substitutes provided that such substitutes do not entail a material diminution in performance or function. 10.4 If the relevant part Licensor in its reasonable judgement within 21 days of the Licensed Materials to make date it non-infringing; or (iv) refund the depreciated value receives notice of the relevant part Intellectual Property Infringement is not able to exercise any of the Licensed Materialsoptions set out at clauses 10.3.1, 10.3.2 or 10.3.3 above it shall notify the Licensee of that decision and accept return of thereupon the same. Supplier shall, however, Licensee without prejudice to any other right or remedy it may have hereunder or at all times use reasonable endeavours law shall be entitled to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery terminate this Agreement by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available giving 7 days’ written notice to the End-User); (v) Licensor. Upon any such termination the End-User’s Use provisions of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-Userclause 16.3 below shall apply. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 10.1 The Service Provider shall promptly notify TNPA, in writing, of any infringement or apparent or threatened infringement [or any circumstances which may potentially give rise to an infringement] of or any actions, claims or demands in relation to any Intellectual Property Rights [whether occurring during or after the End-User termination of this Agreement] and shall provide to TNPA all assistance which TNPA may reasonably require in connection herewith including, but not limited to, the prosecution of any rights in relation to such Intellectual Property Rights. 10.2 The Service Provider shall at all times, whether during or after termination or expiry of this Agreement, indemnify and keep TNPA indemnified against all losses, claims, damages and expenses [including all reasonable legal fees] in relation to any claim that the normal Use infringement or alleged infringement of any Intellectual Property Rights suffered by TNPA as a result of TNPA's use or possession of the Licensed Materials (including but not limited or any part thereof. 10.3 The Service Provider shall be entitled to conduct all negotiations and proceedings in relation to any new updates and/or improved versions thereof) infringes intellectual property rights of any third partysuch claims brought against TNPA, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require but shall not be entitled to settle or oppose compromise any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doingclaim without TNPA’s prior written consent [not to be unreasonably withheld or delayed]. 7.2 10.4 If at any Licensed Materials are held or alleged to infringe any intellectual property rightstime an allegation of infringement of Intellectual Property Rights is made, Supplier shall have the optionService Provider may, at its own expenseexpense and sole option, to (ieither: a) obtain procure for TNPA the End-User the right under the relevant intellectual property right to continue using the affected Licensed relevant Materials; (iior b) replace or modify the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part substitutes, provided that any substitute shall not materially prejudice TNPA’s beneficial use of the Licensed Materials or the Services, or cause the Service Provider no longer to make it noncomply with the Work Order, and that such substitution will be carried out so as to avoid or reduce insofar as possible any interruption to TNPA’s business operations; or c) failing sub-infringing; clauses a) or (ivb) above, without prejudice to the indemnity in clause 10.2 above, refund the depreciated value of the relevant part of the Licensed in full all fees paid by TNPA under this Agreement in relation to such Materials, and accept TNPA will return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available materials to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-UserService Provider. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies SILVERSANDS shall indemnify THE CLIENT and keep THE CLIENT and its employees and agents indemnified from and against the End-User against costs and expenses of defending any Claim and discharging any settlement or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT as a result of any Claim. For the purposes of this Clause 6.2 a ‘Claim’ shall mean any claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the normal Use relevant Schedule (A) infringe or possession of allegedly infringe the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) infringes intellectual property rights of that party except to the extent that the Claim arises from (i) the use of the Deliverables other than as intended for the purposes of the Project, including combination of the Deliverables with a software or hardware product, programme or data not supplied by SILVERSANDS, (ii) any third partyadaptation or modification of any Deliverables not undertaken by XXXXXXXXXXX, provided that Supplier is given immediate and complete control THE CLIENT: • Upon becoming aware of any such claim, infringement or allegations of infringement promptly notifies SILVERSANDS of the same; • Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; • Supplies all assistance and co-operation that the End-User gives Supplier such assistance as Supplier SILVERSANDS may reasonably require require. The CLIENT shall allow SILVERSANDS to settle or oppose conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claim, provided that Supplier shall meet the End-User's reasonable costs claims. Where there is any Claim of so doing. 7.2 If any Licensed Materials are held infringement or alleged infringement as referred to infringe any intellectual property rightsin this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, Supplier shall have the optionSILVERSANDS shall, at its own expense, to (i) obtain following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the End-User benefit of the right under CLIENT the relevant intellectual property right to continue using to use the affected Licensed Materialsitems as referred to in Clause 6.2; (ii) or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the items and can be adopted practically by the CLIENT without significant disruption to their business. If neither of the foregoing alternatives is or would be available on a basis that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove the infringing items (or relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materialsthereof). 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies SILVERSANDS shall indemnify THE CLIENT and keep THE CLIENT and its employees and agents indemnified from and against the End-User against costs and expenses of defending any Claim and discharging any settlement or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT as a result of any Claim. For the purposes of this Clause 6.2 a ‘Claim’ shall mean any claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the normal Use relevant Schedule (A) infringe or possession of allegedly infringe the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) infringes intellectual property rights of that party except to the extent that the Claim arises from (i) the use of the Deliverables other than as intended for the purposes of the Project, including combination of the Deliverables with a software or hardware product, programme or data not supplied by SILVERSANDS, (ii) any third partyadaptation or modification of any Deliverables not undertaken by SILVERSANDS, provided that Supplier is given immediate and complete control THE CLIENT: ▪ Upon becoming aware of any such claim, infringement or allegations of infringement promptly notifies SILVERSANDS of the same; ▪ Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ Supplies all assistance and co-operation that the End-User gives Supplier such assistance as Supplier SILVERSANDS may reasonably require require. The CLIENT shall allow SILVERSANDS to settle or oppose conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claim, provided that Supplier shall meet the End-User's reasonable costs claims. Where there is any Claim of so doing. 7.2 If any Licensed Materials are held infringement or alleged infringement as referred to infringe any intellectual property rightsin this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, Supplier shall have the optionSILVERSANDS shall, at its own expense, to (i) obtain following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the End-User benefit of the right under CLIENT the relevant intellectual property right to continue using to use the affected Licensed Materialsitems as referred to in Clause 6.2; (ii) or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the items and can be adopted practically by the CLIENT without significant disruption to their business. If neither of the foregoing alternatives is or would be available on a basis that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove the infringing items (or relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materialsthereof). 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 8.1 The Licensor shall indemnify and hold the EndLicensee harmless from all damages, claims, legal fees and costs incurred by Licensee in respect of any third-User against any party claim that or action concerning the normal Use ownership or possession use of the Licensed Materials Material or the Intellectual Property Rights in the Licensed Material, provided that: (including but not limited to any new updates and/or improved versions thereofa) infringes intellectual property rights the Licensee gives the Licensor prompt notice of any third party, provided claim made against the Licensee and the Licensor shall have the right to defend any such claims and make settlements thereof at its own discretion; (b) the Licensor’s obligations under this clause 8 shall not apply to the extent that Supplier is given immediate and complete control the infringement arises out of any such claimuse of the Licensed Material which is not compliant with this Licence Agreement; (c) the Licensee does not knowingly make or intimate any admission, and settlement, opinion or undertaking that may be detrimental to the End-User Licensor’s defence; (d) the Licensee, at the Licensor’s cost, gives Supplier such assistance as Supplier the Licensor may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doingclaims but does not otherwise engage in settlement negotiations. 7.2 8.2 If any Licensed Materials are held such infringement occurs or alleged may occur, by giving written notice to infringe the Licensee, the Licensor may act as follows before the Licensee can take any intellectual property rights, Supplier shall have other course of action: (a) promptly secure the option, at its own expense, to (i) obtain right for the End-User the right under the relevant intellectual property right Licensee to continue using the affected Licensed MaterialsMaterial; or (iib) promptly modify or amend the Licensed Material so that the infringement is removed and reasonably rebate the Licensee in accordance with clause 5.5; or (c) promptly replace the relevant Licensed Material or infringing part of so that the Licensed Materials Material becomes non- infringing and reasonably rebate the Licensee in accordance with a non-infringing replacement; clause 5.5. Modified, amended or replacement Licensed Material provided under clause 8.2 (iiib) modify the relevant part of the or (c) shall be treated as Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at for all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination purposes under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 47.1 The Service Provider shall at all times whether during or after termination or expiry of this Agreement, indemnify and keep indemnified Transnet against all losses, claims, damages, liabilities, additional licence fees and expenses (including all reasonable legal fees) incurred by or awarded against Transnet or which are agreed by Transnet to be paid by way of settlement or compromise arising out of or in relation to any infringement or alleged infringement of any Intellectual Property Rights of any Third Party which is suffered by Transnet as a result of Transnet’s receipt of the End-User against any claim that the normal Use Services or use or possession of the Licensed Materials Supplier Tools, Deliverables, or any part thereof, (including but not limited “IPR Claim”) provided that Transnet shall: 47.1.1 allow the Service Provider to any new updates and/or improved versions thereof) infringes intellectual property rights conduct all negotiations and proceedings and give the Service Provider all reasonable assistance in relation to the IPR Claim, each at the Service Provider’s cost; and 47.1.2 make no admission relating to the IPR Claim. 47.2 Transnet shall notify the Service Provider in writing as soon as is reasonably practicable of any third party, provided that Supplier is given immediate IPR Claim of which Transnet has notice. 47.3 The Service Provider shall conduct the litigation diligently using competent counsel and complete control in such a way as not to bring the reputation or name of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require Transnet into disrepute. 47.4 The Service Provider shall not be entitled to settle or oppose compromise any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doingIPR Claim made against Transnet without Transnet’s prior written consent (not to be unreasonably withheld). 7.2 47.5 If at any Licensed Materials are held or alleged to infringe any intellectual property rightstime an IPR Claim is made, Supplier shall have the optionService Provider may, at its own expenseexpense and sole option, to (i) obtain either: 47.5.1 procure for Transnet the End-User the right under the relevant intellectual property right to continue using the affected Licensed Materialsrelevant services, Supplier Tools or Deliverables; (iior 47.5.2 replace or modify the Services, Supplier Tools or Deliverables with non- infringing substitutes, provided that any substitute shall not materially prejudice Transnet’s use of the Services, Supplier Tools or Deliverables and that such substitution will be carried out so as to avoid or reduce insofar as possible any interruption to Transnet’s business operations. 47.6 If the Service Provider has availed itself of its rights to modify the Deliverables or to supply substitute item(s) replace under clause 47.2 or to procure a licence in accordance with clause 47.1 and such exercise of the said rights has not avoided the relevant part of IPR Claim, then Transnet may: 47.6.1 at its option return the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available Deliverables to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other faultService Provider and, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier without prejudice to the End-User indemnity in respect of infringement or alleged infringement clause 47.1 the Service Provider shall refund in full all Fees paid by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination Transnet under this Agreement, howsoever causedAgreement in relation to such Deliverables; or 47.6.2 at its option terminate this Agreement by giving the Service Provider 30 (thirty) days written notice.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 10.1 The Supplier hereby indemnifies shall promptly notify TPT, in writing, of any infringement or apparent or threatened infringement (or any circumstances which may potentially give rise to an infringement) of or any actions, claims or demands in relation to any Intellectual Property Rights (whether occurring during or after the End-User termination of this Agreement) and shall provide to TPT all assistance which TPT may reasonably require in connection herewith including, but not limited to, the prosecution of any rights in relation to such Intellectual Property Rights. 10.2 The Supplier shall at all times, whether during or after termination or expiry of this Agreement, indemnify and keep TPT indemnified against all losses, claims, damages and expenses (including all reasonable legal fees) in relation to any claim that the normal Use infringement or alleged infringement of any Intellectual Property Rights suffered by TPT as a result of TPT's use or possession of the Licensed Materials (including but not limited or any part thereof. 10.3 The Supplier shall be entitled to conduct all negotiations and proceedings in relation to any new updates and/or improved versions thereof) infringes intellectual property rights of any third partysuch claims brought against TPT, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require but shall not be entitled to settle or oppose compromise any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doingclaim without TPT‟s prior written consent (not to be unreasonably withheld or delayed). 7.2 10.4 If at any Licensed Materials are held or alleged to infringe any intellectual property rightstime an allegation of infringement of Intellectual Property Rights is made, the Supplier shall have the optionmay, at its own expenseexpense and sole option, to either: (ia) obtain procure for TPT the End-User the right under the relevant intellectual property right to continue using the affected Licensed relevant Materials; or (iib) replace or modify the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part substitutes, provided that any substitute shall not materially prejudice TPT‟s beneficial use of the Licensed Materials or the Services, or cause the Supplier no longer to make it non-infringingcomply with the Work Order, and that such substitution will be carried out so as to avoid or reduce insofar as possible any interruption to TPT‟s business operations; or (c) failing (a) or (ivb) above, without prejudice to the indemnity in sub-clause 10.2 above, refund the depreciated value of the relevant part of the Licensed in full all fees paid by TPT under this Agreement in relation to such Materials, and accept TPT will return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available materials to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-UserSupplier. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies the End-User against any claim that the normal Use or possession of the Licensed Materials 4.1 Except as expressly set forth herein, Innova Zones alone (including but not limited to any new updates and/or improved versions thereofand its licensors, where applicable) infringes will retain all intellectual property rights of relating to the Services or the Software or any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Customer or any third partyparty relating to the Services and/or the Software, provided that Supplier which are hereby assigned to Innova Zones. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is given immediate not a sale and complete control does not convey to Customer any rights of any such claimownership in the Services or Software, and that the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doing. 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rightsrights therein. 4.2 Innova Zones shall indemnify hold Customer from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, Supplier shall have provided Innova Zones is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the option, at its own expense, opportunity to assume sole control over defense and settlement; Innova Zones will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to portions or components of the Services (i) obtain for the End-User the right under the relevant intellectual property right to continue using the affected Licensed Materials; not created by Innova Zones, (ii) replace the relevant resulting in whole or in part of the Licensed Materials with a non-infringing replacement; in accordance from Customer specifications, (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or that are modified after delivery by Innova Zones, (iv) refund combined with other products, processes or materials where the depreciated value of the relevant part of the Licensed Materialsalleged infringement relates to such combination, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; alleged infringement, or (vi) any other faultwhere Customer’s use of is not strictly in accordance with this Agreement and all related documentation. Customer will indemnify Innova Zones from all damages, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of costs, settlements, attorneys' fees and expenses related to any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement misappropriation excluded from Innova Zones's indemnity obligation by the Licensed Materials preceding sentence. 4.3 Customer shall indemnify Innova Zones from personal injury liability to third parties relating to Customer’s use of the intellectual property rights Services or Software Services (regardless of whether such error or misuse results from Innova Zones negligence); provided Customer is promptly notified of any third-partyand all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Customer will not be responsible for any settlement it does not approve. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies The Licensor shall indemnify and hold the End-User against any claim that Licensee harmless from all damages, claims, legal fees and costs incurred by the normal Use or possession of the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) infringes intellectual property rights Licensee in respect of any third party claim or action alleging that the Services infringes that third party, ’s Intellectual Property Rights provided that Supplier is given immediate and complete control that: (a) the Licensee gives the Licensor prompt notice of any claim made against the Licensee and the Licensor shall have the right to defend any such claim, claims and make settlements thereof at its own discretion; (b) the Licensor’s obligations under this clause 7 shall not apply to the extent that the End-User infringement arises out of any use of the Services which is not compliant with this Services Agreement; (c) the Licensee does not knowingly make or intimate any admission, settlement, opinion or undertaking that may be detrimental to the Licensor’s defence; (d) the Licensee, at the Licensor’s cost, gives Supplier such assistance as Supplier the Licensor may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doingclaims but does not otherwise engage in settlement negotiations. 7.2 If any Licensed Materials are held such infringement occurs or alleged may occur, by giving written notice to infringe the Licensee, the Licensor may act as follows before the Licensee can take any intellectual property rightsother course of action: (a) promptly secure the right for the Licensee to continue using the Services; or (b) promptly modify or amend the Services so that the infringement is removed without any material reduction in functionality or features; or (c) promptly replace the Services or infringing part so that the Services becomes non-infringing without any material reduction in functionality or features or, in the event that none of the foregoing remedies is available, Licensor may, in its sole discretion, immediately terminate the Services Agreement and return the fees paid by Licensee for the infringing Services, prorated for use over the remaining unused Service Period. Notwithstanding the foregoing, Supplier shall have no obligation to indemnify the option, at its own expense, to Licensee where the claim of infringement is caused by (each of the following an “Excluded Claim”); defined as follows:”): (i) obtain for the Enduse or combination of the Services with any third-User the right under the relevant intellectual property right to continue using the affected Licensed Materialsparty or Licensee hardware, software, products, data or other materials; (ii) replace the relevant part modification or alteration of the Licensed Materials with a non-infringing replacementServices by anyone other than Licensor; (iii) modify the relevant part Licensee’s use of the Licensed Materials to make it non-infringing; Services in breach of or (iv) refund the depreciated value in excess of the relevant part of rights granted in the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by SupplierServices Agreement; (iv) the Endany third-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rightsparty components; or (vi) any other fault, action a business method or inaction process that is inherent to Licensees business save where the Documentation expressly permits such use. The provisions of this Section state Licensee’s sole and exclusive remedy and the End-User. 7.4 The End-User shall inform Supplier sole and exclusive obligations and liability of Licensor and its licensors and suppliers for any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability infringement arising out of Supplier or relating to the End-User in respect of infringement Services and/or this Services Agreement. Modified, amended or alleged infringement by replacement Services provided under clause 7.2 (b) or (c) shall be treated as the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination Service for all purposes under this Services Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 11.1 SDSD will indemnify the End-User Customer against any damages (including reasonable costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal Use operation, possession or possession use of the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) by the Customer in accordance with the terms of this Agreement infringes the intellectual property rights (including without limitation any patent copyright database right registered design or trade xxxx rights) of any the said third party, provided that Supplier is given immediate and complete control the Customer: 11.1.1 gives notice to SDSD of any such claim, infringement forthwith upon becoming aware of the same; 11.1.2 gives SDSD the sole conduct of the defence to any claim or action and that does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the End-User said claim or action except upon the express instructions of SDSD; and 11.1.3 acts in accordance with SDSD’s reasonable instructions and gives Supplier to SDSD such assistance as Supplier may it shall reasonably require in respect of the conduct of the said defence including without prejudice to settle or oppose any such claim, provided that Supplier the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents. 11.2 SDSD shall meet reimburse the End-User's Customer its reasonable costs incurred in complying with the provisions of so doingclause 11.1. 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier 11.3 SDSD shall have no liability to the option, Customer in respect of an infringement if it results from any breach of the Customer’s obligations under this Agreement. 11.4 In the event of an infringement SDSD shall be entitled at its own expense, to (i) obtain expense and option either to: 11.4.1 procure the right for the End-User the right under the relevant intellectual property right Customer to continue using the affected Licensed Materials; (ii) or 11.4.2 make such alterations, modifications or adjustments to the Licensed Materials so that they become non-infringing without incurring a material diminution in performance or function; or 11.4.3 replace the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part substitutes provided that such substitutes do not entail a material diminution in performance or function. 11.5 If SDSD in its reasonable judgment is not able to exercise any of the Licensed Materials to make it non-infringing; operations set out at clauses 11.4.1, 11.4.2 or (iv) refund the depreciated value 11.4.3 within 30 days of the relevant part date it received notice of the Licensed Materials, and accept return infringement then the Customer without prejudice to any other rights or remedies it may have hereunder or at law shall be entitled to terminate this Agreement by 30 days’ notice upon SDSD. Upon any such termination the provisions of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materialsclause 14 shall apply. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim 11.6 This clause 11 states the entire liability of infringement of intellectual property rights arises out of; (i) compliance SDSD with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available respect to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; infringement or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of alleged infringement of any copyright and other intellectual property third party rights in of any kind whatever by the Licensed Materials. 7.5 11.7 The foregoing states client is responsible for obtaining authorization from the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights owner of any third-party. 7.6 The foregoing obligations as items that are subject to intellectual property rights indemnity shall survive (IPR) or licensing, prior to entering such items in the SDSD software. The client will indemnify SDSD against any termination under this Agreement, howsoever causedcost incurred as a result of the client not holding the correct authorization from the IPR owner.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies the End-User 8.1 If notified promptly in writing of any action brought against any ADSX based on a claim that the normal Use Licensed Materials infringe any valid United States patent, copyright, trademark or possession trade secret of a third party, MCY shall indemnify, defend and hold harmless ADSX and its officers, directors and employees against such action at MCY's expense and pay all damages finally awarded in such action or settlement and any expenses (including reasonable attorneys' fees) which are attributable to such claim. MCY shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. ADSX shall cooperate reasonably with MCY in the defense, settlement or compromise of any such action. Such cooperation shall be at MCY's expense. In the event that a final injunction is obtained against ADSX's use of the Licensed Materials, or if MCY reasonably believes that ADSX's use of the Licensed Materials (including but not limited to could be so enjoined, or if in MCY's opinion any new updates and/or improved versions thereof) infringes intellectual property rights of any third party, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doing. 7.2 If any Licensed Materials are held or alleged is likely to infringe any intellectual property rightsbecome the subject of a successful claim of such infringement, Supplier shall have the optionMCY shall, at its own expense, to (i) obtain procure for ADSX the End-User the right under the relevant intellectual property right to continue using the affected Licensed Materials; Materials as provided in this Agreement, (ii) replace or modify the relevant part Licensed Materials so that they become non-infringing (so long as the functionality of the Licensed Materials with a non-infringing replacement; is essentially unchanged) or, in the event neither of the previous two options can be effected by MCY, (iii) modify terminate this Agreement with respect to the relevant part applicable portion of the Licensed Materials and the rights granted hereunder, and refund to make ADSX a reasonable amount on account of that portion of the License Fee paid to MCY for the applicable portion of the Licensed Materials. This Section states MCY's entire liability and ADSX's exclusive remedy for infringement. 8.2 Notwithstanding the foregoing, MCY shall have no liability to ADSX under this Section 8 to the extent that any infringement or claim thereof is based upon (i) the operation or use of any of the Licensed Materials in combination with any equipment or software not supplied by MCY where the Licensed Materials would not itself be infringing, (ii) compliance with designs, specifications or instructions provided by ADSX, (iii) use of any of Licensed Materials in an application or environment for which it non-infringing; was not designed or (iv) refund the depreciated value modifications of the relevant part any of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of anyone other than MCY where the latest supported releases unmodified version of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-partywould not be infringing. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement8.3 THE FOREGOING INDEMNIFICATION PROVISIONS STATE THE ENTIRE LIABILITY OF MCY WITH RESPECT TO INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, howsoever causedCOPYRIGHTS, TRADEMARKS, TRADE SECRETS AND OTHER INTELLECTUAL OR PROPRIETARY RIGHTS BY THE LICENSED MATERIALS OR THEIR USE.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 11.1 SDSD will indemnify the End-User Customer against any damages (including reasonable costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal Use operation, possession or possession use of the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) by the Customer in accordance with the terms of this Agreement infringes the intellectual property rights (including without limitation any patent copyright database right registered design or trade xxxx rights) of any the said third party, provided that Supplier is given immediate and complete control the Customer: 11.1.1 gives notice to SDSD of any such claim, infringement forthwith upon becoming aware of the same; 11.1.2 gives SDSD the sole conduct of the defence to any claim or action and that does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the End-User said claim or action except upon the express instructions of SDSD; and 11.1.3 acts in accordance with SDSD’s reasonable instructions and gives Supplier to SDSD such assistance as Supplier may it shall reasonably require in respect of the conduct of the said defence including without prejudice to settle or oppose any such claim, provided that Supplier the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents. 11.2 SDSD shall meet reimburse the End-User's Customer its reasonable costs incurred in complying with the provisions of so doingclause 11.1. 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier 11.3 SDSD shall have no liability to the option, Customer in respect of an infringement if it results from any breach of the Customer’s obligations under this Agreement. 11.4 In the event of an infringement SDSD shall be entitled at its own expense, to (i) obtain expense and option either to: 11.4.1 procure the right for the End-User the right under the relevant intellectual property right Customer to continue using the affected Licensed Materials; (ii) or 11.4.2 make such alterations, modifications or adjustments to the Licensed Materials so that they become non-infringing without incurring a material diminution in performance or function; or 11.4.3 replace the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part substitutes provided that such substitutes do not entail a material diminution in performance or function. 11.5 If SDSD in its reasonable judgment is not able to exercise any of the Licensed Materials to make it non-infringing; operations set out at clauses 11.4.1, 11.4.2 or (iv) refund the depreciated value 11.4.3 within 30 days of the relevant part date it received notice of the Licensed Materials, and accept return infringement then the Customer without prejudice to any other rights or remedies it may have hereunder or at law shall be entitled to terminate this Agreement by 30 days’ notice upon SDSD. Upon any such termination the provisions of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materialsclause 14 shall apply. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing 11.6 This clause 11 states the entire liability of Supplier SDSD with respect to the End-User in respect of infringement or alleged infringement of any third party rights of any kind whatever by the Licensed Materials of the intellectual property rights of any third-partyMaterials. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 12.1 The Service Provider shall promptly notify Transnet, in writing, of any infringement or apparent or threatened infringement [or any circumstances which may potentially give rise to an infringement] of or any actions, claims or demands in relation to any Intellectual Property Rights [whether occurring during or after the End-User termination of this Agreement] and shall provide to Transnet all assistance which Transnet may reasonably require in connection herewith including, but not limited to, the prosecution of any rights in relation to such Intellectual Property Rights. 12.2 The Service Provider shall at all times, whether during or after termination or expiry of this Agreement, indemnify and keep Transnet indemnified against all losses, claims, damages and expenses [including all reasonable legal fees] in relation to any claim that the normal Use infringement or alleged infringement of any Intellectual Property Rights suffered by Transnet as a result of Transnet's use or possession of the Licensed Materials (including but not limited or any part thereof. 12.3 The Service Provider shall be entitled to conduct all negotiations and proceedings in relation to any new updates and/or improved versions thereof) infringes intellectual property rights of any third partysuch claims brought against Transnet, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require but shall not be entitled to settle or oppose compromise any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doingclaim without Transnet’s prior written consent [not to be unreasonably withheld or delayed]. 7.2 12.4 If at any Licensed Materials are held or alleged to infringe any intellectual property rightstime an allegation of infringement of Intellectual Property Rights is made, Supplier shall have the optionService Provider may, at its own expenseexpense and sole option, to (ieither: a) obtain Procure for Transnet the End-User the right under the relevant intellectual property right to continue using the affected Licensed relevant Materials; (iior b) replace or modify the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part substitutes, provided that any substitute shall not materially prejudice Transnet’s beneficial use of the Licensed Materials or the Services, or cause the Service Provider no longer to make it noncomply with the Work Order, and that such substitution will be carried out so as to avoid or reduce insofar as possible any interruption to Transnet’s business operations; or c) failing sub-infringing; clauses a) or (ivb) above, without prejudice to the indemnity in clause 12.2 above, refund the depreciated value of the relevant part of the Licensed in full all fees paid by Transnet under this Agreement in relation to such Materials, and accept Transnet will return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available materials to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-UserService Provider. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 8.1 The Licensor shall indemnify and hold the End-User against Licensee harmless from all damages, claims, legal fees and costs incurred by Licensee in respect of any third party claim that or action concerning the normal Use ownership or possession use of the Licensed Materials Material or the Intellectual Property Rights in the Licensed Material, provided that: (including but not limited to any new updates and/or improved versions thereofa) infringes intellectual property rights the Licensee gives the Licensor prompt notice of any third party, provided claim made against the Licensee and the Licensor shall have the right to defend any such claims and make settlements thereof at its own discretion; (b) the Licensor’s obligations under this clause 8 shall not apply to the extent that Supplier is given immediate and complete control the infringement arises out of any such claimuse of the Licensed Material which is not compliant with this Licence Agreement; (c) the Licensee does not knowingly make or intimate any admission, and settlement, opinion or undertaking that may be detrimental to the End-User Licensor’s defence; (d) the Licensee, at the Licensor’s cost, gives Supplier such assistance as Supplier the Licensor may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doingclaims but does not otherwise engage in settlement negotiations. 7.2 8.2 If any Licensed Materials are held such infringement occurs or alleged may occur, by giving written notice to infringe the Licensee, the Licensor may act as follows before the Licensee can take any intellectual property rights, Supplier shall have other course of action: (a) promptly secure the option, at its own expense, to (i) obtain right for the End-User the right under the relevant intellectual property right Licensee to continue using the affected Licensed MaterialsMaterial; or (iib) promptly modify or amend the Licensed Material so that the infringement is removed and reasonably rebate the Licensee in accordance with clause 5.5; or (c) promptly replace the relevant Licensed Material or infringing part of so that the Licensed Materials Material becomes non- infringing and reasonably rebate the Licensee in accordance with a non-infringing replacement; clause 5.5. Modified, amended or replacement Licensed Material provided under clause 8.2 (iiib) modify the relevant part of the or (c) shall be treated as Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at for all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination purposes under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 8.1 The Supplier hereby indemnifies the End-User against any claim that the normal Use or possession of the Licensed Materials (including but not limited undertakes to any new updates and/or improved versions thereof) infringes intellectual property rights of any third party, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doing. 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier shall have the optiondefend, at its own expense, the Customer if claims are made or a lawsuit is brought against the Customer based on alleged infringement of any third- party Intellectual Property Rights due to the Customer’s Use of Hypergene SaaS (including the Software included therein) in accordance with the Agreement. The Supplier further undertakes to reimburse the customer for any compensation and damages payable by the Customer under a settlement or a judgment. The Supplier's undertakings apply only on the conditions, that the Customer has notified the Supplier in writing within reasonable time of the claims made or lawsuit brought, and that the Supplier has been given the rights to decide at its discretion how to defend the claim or lawsuit and conduct any settlement negotiations. 8.2 Where it is finally held that an infringement has occurred, and the Supplier has been allowed to participate in the litigation and settlement as set forth above, or if, in the Supplier’s own opinion, it is likely that an infringement has occurred, the Supplier shall, at its own expense, either (i) obtain for safeguard the End-User the right under the relevant intellectual property Customer's right to continue using the affected Licensed Materials; to use Hypergene SaaS, or (ii) replace change the relevant part parts of Hypergene SaaS or replace them with other equivalent service or product, the Licensed Materials with a non-infringing replacement; use of which will not constitute infringement, or (iii) modify terminate the Customer’s Use rights in relation to the relevant part parts of Hypergene SaaS and grant the Customer a price reduction that corresponds to the reduced value of Hypergene SaaS due to the infringement. Where the infringement causes the Customer significant harm, notwithstanding that the Supplier has fulfilled its obligations according to the foregoing within reasonable time, the Customer may terminate the Agreement by written notice for material breach of contract. 8.3 The Supplier will not be liable to the Customer for any infringement claims that are caused by Hypergene SaaS being modified by the Customer or another party than the Supplier, or Hypergene SaaS being used in violation of the Licensed Materials to make it non-infringing; Supplier’s instructions or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed MaterialsAgreement. 7.3 8.4 The Supplier’s liability for infringements of third-party Intellectual Property Rights is limited to what is set forth above, unless the Supplier shall has acted with wilful misconduct or gross negligence. The Customer may not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) bring any other fault, action or inaction of claims against the End-UserSupplier as a consequence thereof. 7.4 8.5 The End-User obligations set out above shall inform Supplier of any claim or action brought against apply correspondingly for the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User Customer, in respect of infringement or alleged infringement by the Licensed Materials Customer Data and the Supplier’s use thereof within the scope of the intellectual property rights of any third-partyAgreement. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies SILVERSANDS shall indemnify THE CLIENT and keep THE CLIENT and its employees and agents indemnified from and against the End-User against costs and expenses of defending any Claim and discharging any settlement or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT as a result of any Claim. For the purposes of this Clause 6.2 a ‘Claim’ shall mean any claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the normal Use relevant Schedule (A) infringe or possession of allegedly infringe the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) infringes intellectual property rights of that party except to the extent that the Claim arises from (i) the use of the Deliverables other than as intended for the purposes of the Project, including combination of the Deliverables with a software or hardware product, programme or data not supplied by SILVERSANDS, (ii) any third partyadaptation or modification of any Deliverables not undertaken by XXXXXXXXXXX, provided that Supplier is given immediate and complete control THE CLIENT: ▪ Upon becoming aware of any such claim, infringement or allegations of infringement promptly notifies SILVERSANDS of the same; ▪ Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ Supplies all assistance and co-operation that the End-User gives Supplier such assistance as Supplier SILVERSANDS may reasonably require require. The CLIENT shall allow SILVERSANDS to settle or oppose conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claim, provided that Supplier shall meet the End-User's reasonable costs claims. Where there is any Claim of so doing. 7.2 If any Licensed Materials are held infringement or alleged infringement as referred to infringe any intellectual property rightsin this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, Supplier shall have the optionSILVERSANDS shall, at its own expense, to (i) obtain following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the End-User benefit of the right under CLIENT the relevant intellectual property right to continue using to use the affected Licensed Materialsitems as referred to in Clause 6.2; (ii) or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the items and can be adopted practically by the CLIENT without significant disruption to their business. If neither of the foregoing alternatives is or would be available on a basis that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove the infringing items (or relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materialsthereof). 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 21.1. The Licensor will indemnify and hold harmless the EndLicensee and any Sub-User Licensee against any claim that the normal Use or possession of the Licensed Materials damages (including but not limited costs) that may be awarded or agreed to be paid to any new updates and/or improved versions thereof) infringes intellectual property rights of any third party, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doing. 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier shall have the option, at its own expense, to (i) obtain for the End-User the right under the relevant intellectual property right to continue using the affected Licensed Materials; (ii) replace the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products party in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier respect of any claim or action brought against that the Endnormal operation possession or use of the MMS Licensed Program Materials by the Licensee or Sub-User on Licensee (as the issue case may be) infringes the patent, copyright, registered design or trade xxxx rights of infringement said third party (an “Intellectual Property Infringement”) provided that the Licensee or Sub-Licensee (as the case may be) - 21.1.1. gives notice to the Licensor of any copyright and other intellectual property rights in Intellectual Property Infringement forthwith upon becoming aware of the Licensed Materials.same; 7.5 The foregoing states 21.1.2. gives the entire liability Licensor the sole conduct of Supplier the defence to the End-User any claim or action in respect of infringement an Intellectual Property Infringement and does not at any time admit liability or alleged infringement by otherwise settle or compromise or attempt to settle or compromise the Licensed Materials said claim or action except upon the express instructions of the intellectual property rights Licensor; and 21.1.3. acts in accordance with the reasonable instructions of any third-partythe Licensor and gives to the Licensor such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents. 7.6 21.2. The foregoing Licensor shall reimburse the Licensee or Sub-Licensee (as the case may be) its reasonable costs incurred in complying with the provisions of Clause 15.1 above. 21.3. The Licensor shall have no liability to the Licensee or to any Sub-Licensee in respect of an Intellectual Property Infringement if the same results from any breach of the Licensee’s or Sub-Licensee's obligations as to intellectual property rights indemnity shall survive any termination under this Agreement. 21.4. In the event of an Intellectual Property Infringement the Licensor shall be entitled at its own expense and option either to - 21.4.1. procure the right for the Licensee or Sub-Licensee (as the case may be) to continue using the MMS Licensed Program Materials; or 21.4.2. make such alterations modifications or adjustments to the MMS Licensed Program Materials so that they become non-infringing without incurring a material diminution in performance or function; or 21.4.3. replace the MMS Licensed Program Materials with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function. 21.5. If the Licensor in its reasonable judgement is not able to exercise any of the options set out in Clauses 15.4.1, howsoever caused15.4.2 or 15.4.3 above within 60 days of the date it received notice of the Intellectual Property Infringement then the Licensee without prejudice to any other rights or remedies it may have hereunder or at law shall be entitled to terminate this Agreement by 30 days’ notice upon the Licensor. Upon any such termination the provisions of Clause 21.1 below (but not Clause 21.2) shall apply. 21.6. The provisions of Clause 14 above shall not apply to this Clause 15.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies the End-User 8.1 If notified promptly in writing of any action brought against any MCY based on a claim that the normal Use Licensed Materials infringe any valid United States patent, copyright, trademark or possession trade secret of a third party, ADS shall indemnify, defend and hold harmless MCY and its officers, directors and employees against such action at ADS's expense and pay all damages finally awarded in such action or settlement and any expenses (including reasonable attorneys' fees) which are attributable to such claim. ADS shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. MCY shall cooperate reasonably with ADS in the defense, settlement or compromise of any such action. Such cooperation shall be at ADS's expense. In the event that a final injunction is obtained against MCY's use of the Licensed Materials, or if ADS reasonably believes that MCY's use of the Licensed Materials (including but not limited to could be so enjoined, or if in ADS's opinion any new updates and/or improved versions thereof) infringes intellectual property rights of any third party, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doing. 7.2 If any Licensed Materials are held or alleged is likely to infringe any intellectual property rightsbecome the subject of a successful claim of such infringement, Supplier shall have the optionADS shall, at its own expense, to (i) obtain procure for MCY the End-User the right under the relevant intellectual property right to continue using the affected Licensed Materials; Materials as provided in this Agreement, (ii) replace or modify the relevant part Licensed Materials so that they become non-infringing (so long as the functionality of the Licensed Materials with a non-infringing replacement; is essentially unchanged) or, in the event neither of the previous two options can be effected by ADS, (iii) modify terminate this Agreement with respect to the relevant part applicable portion of the Licensed Materials and the rights granted hereunder, and refund to make MCY a reasonable amount on account of that portion of the License Fee paid to ADS for the applicable portion of the Licensed Materials. This Section states ADS's entire liability and MCY's exclusive remedy for infringement. 8.2 Notwithstanding the foregoing, ADS shall have no liability to MCY under this Section 8 to the extent that any infringement or claim thereof is based upon (i) the operation or use of any of the Licensed Materials in combination with any equipment or software not supplied by ADS where the Licensed Materials would not itself be infringing, (ii) compliance with designs, specifications or instructions provided by MCY, (iii) use of any of Licensed Materials in an application or environment for which it non-infringing; was not designed or (iv) refund the depreciated value modifications of the relevant part any of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of anyone other than ADS where the latest supported releases unmodified version of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-partywould not be infringing. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement8.3 THE FOREGOING INDEMNIFICATION PROVISIONS STATE THE ENTIRE LIABILITY OF ADS WITH RESPECT TO INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, howsoever causedCOPYRIGHTS, TRADEMARKS, TRADE SECRETS AND OTHER INTELLECTUAL OR PROPRIETARY RIGHTS BY THE LICENSED MATERIALS OR THEIR USE.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies The Licensor shall indemnify and hold the EndLicensee harmless from all damages, claims, legal fees and costs incurred by the Licensee in respect of any third-User against party claim or action alleging that the Software infringes that third party’s Intellectual Property Rights provided that: (a) the Licensee gives the Licensor prompt notice of any claim made against the Licensee and the Licensor shall have the right to defend any such claims and make settlements thereof at its own discretion; (b) the Licensor’s obligations under this clause 7 shall not apply to the extent that the normal Use or possession infringement arises out of any use of the Licensed Materials Software which is not compliant with this Licence Agreement; (including but c) the Licensee does not limited knowingly make or intimate any admission, settlement, opinion or undertaking that may be detrimental to any new updates and/or improved versions thereofthe Licensor’s defence; (d) infringes intellectual property rights of any third partythe Licensee, provided that Supplier is given immediate and complete control of any such claimat the Licensor’s cost, and that the End-User gives Supplier such assistance as Supplier the Licensor may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doingclaims but does not otherwise engage in settlement negotiations. 7.2 If any such infringement occurs or may occur, by giving written notice to the Licensee, the Licensor may act as follows before the Licensee can take any other course of action: (a) promptly secure the right for the Licensee to continue using the Software; or (b) promptly modify or amend the Software so that the infringement is removed without any material reduction in functionality or features; or (c) promptly replace the Software or infringing part so that the Software becomes non-infringing without any material reduction in functionality or features or, in the event that none of the foregoing remedies is available, Licensor may, in its sole discretion, immediately terminate the License Agreement and return the license fees paid by Licensee for the infringing Software, prorated for use over the remaining unused Licensed Materials are held or alleged to infringe any intellectual property rightsTerm. Notwithstanding the foregoing, Supplier shall have no obligation to indemnify the option, at its own expense, to Licensee where the claim of infringement is caused by (each of the following an “Excluded Claim”); defined as follows:”): (i) obtain for the Enduse or combination of the Software with any third-User the right under the relevant intellectual property right to continue using the affected Licensed Materialsparty or Licensee hardware, software, products, data or other materials; (ii) replace the relevant part modification or alteration of the Licensed Materials with a non-infringing replacementSoftware by anyone other than Licensor; (iii) modify Licensee’s failure to implement any enhancement or workaround that has been notified to Licensee and which would have avoided the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplierclaim; (iv) Licensee’s use of the End-User’s Use Software in breach of other than or in excess of the latest supported releases of any Licensed Materials (if such release has been made available to rights granted in the End-User)License Agreement; (v) the Endany third-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rightsparty components; or (vi) any other fault, action a business method or inaction process that is inherent to Licensees business save where the Documentation expressly permits such use. The provisions of this Section state Licensee’s sole and exclusive remedy and the End-User. 7.4 The End-User shall inform Supplier sole and exclusive obligations and liability of Licensor and its licensors and suppliers for any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability infringement arising out of Supplier or relating to the End-User in respect of infringement Software and/or this Licence Agreement. Modified, amended or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations replacement Software provided under clause 7.2 (b) or (c) shall be treated as to intellectual property rights indemnity shall survive any termination Software for all purposes under this Licence Agreement, howsoever caused.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies 8.18.1 AMDOCS agrees to indemnify, defend and hold harmless COMPANY and its subsidiaries, affiliates, directors, officers, employees, agents and independent contractors (collectively, the End-User "COMPANY Indemnified Parties") from and against from any claim and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages, including costs and reasonable attorneys' fees (collectively, "Claims") by a third party alleging that its Intellectual Property Rights have been infringed by COMPANY in the normal Use use or possession installation of the Licensed Materials Products, the Customized Products or the Customizations pursuant to this Agreement; provided, however, that (including but not limited to any new updates and/or improved versions thereofi) infringes intellectual property rights AMDOCS is promptly notified in writing of any third party, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doing. 7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier (ii) AMDOCS shall have the optionsole control of the defense and/or settlement thereof, (iii) COMPANY furnishes to AMDOCS on request all information reasonably available to COMPANY for such defense, and (iv) COMPANY will not admit any such claim and/or make any payments with respect to such claim without the prior written consent of AMDOCS, such consent not to be unreasonably withheld or delayed. 8.18.2 The above indemnity shall not apply to Claims arising from or in connection with: (1) modifications made by COMPANY, (2) the instructions, specifications or requirements supplied by COMPANY for the Customized Product or any services to be provided by AMDOCS, or (3) COMPANY's combination of the Licensed Products or the Customized Product with other products not supplied by AMDOCS. 8.18.3 If any injunction or order is obtained against COMPANY's use of the Customized Product, AMDOCS, at its own sole discretion and expense, to and without limiting its other obligations and liabilities hereunder or under any Order, may: (ia) obtain procure for COMPANY the End-User the right under the relevant intellectual property right to continue using the affected Licensed MaterialsCustomized Product; or (iib) replace or modify the relevant part of the Licensed Materials with a Customized Product to make them substantially similar, functionality equivalent, non-infringing replacement; (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed MaterialsCustomized Product. 7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User. 7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials. 7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party. 7.6 The foregoing obligations as to intellectual property rights indemnity shall survive any termination under this Agreement, howsoever caused.