Common use of INTELLECTUAL PROPERTY RIGHTS INDEMNITY Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 13.1 Subject to clause 9 (Exclusion and Limitation of Liability) and the other provisions of this clause 13 (Intellectual property rights indemnity) BAE Systems shall: (a) defend or settle, at its option, any legal proceeding brought against the Customer, to the extent that it is based on a claim that any Products, Services or Deliverables (each an “Indemnified Item”) infringe in the United Kingdom or the European Union a third party’s patent, trade secret, or copyright (a “Claim”); and (b) indemnify the Customer against all damages and costs attributable exclusively to such claim awarded by the court finally determining the case (or the amount of any settlement BAE Systems enters into). 13.2 If any Indemnified Item is found to infringe, or in the reasonable opinion of BAE Systems is likely to be the subject of a Claim, BAE Systems may, at its option: (a) obtain for the Customer the right to use such Indemnified Item; or (b) replace or modify such Indemnified Item to make it non-infringing; or (c) withdraw or cease providing such Indemnified Item, remove it from the scope of the Order, and refund a pro-rated portion of the Charges then paid in advance in respect of such Indemnified Item, as assessed against the duration and business benefit realised from the use of such Indemnified Item; and the Customer will abide by BAE Systems decision in this regard. 13.3 BAE Systems shall have no liability or obligation to the extent that any Claim results from: (a) use of any Indemnified Item other than in accordance with the licence terms set out in this Agreement and the applicable Order; (b) use of any Indemnified Item in combination with any software, hardware, products or other equipment or materials not supplied by or approved in writing by BAE Systems; (c) BAE Systems’ compliance with designs or specifications of the Customer; (d) any software, hardware, products or other equipment or materials supplied by or on behalf of the Customer (including any such things procured or obtained by BAE Systems acting on the instructions of the Customer) that have been incorporated into such Indemnified Item; (e) use of an allegedly infringing version of such Indemnified Item, if the infringement could have been avoided by the use of a different version made available to the Customer by BAE Systems; or (f) modification, repair, adjustment or enhancement of the Indemnified Item other than at BAE Systems’ written direction. 13.4 This clause 13 (Intellectual Property Rights Indemnity) states the entire liability and obligation of BAE Systems and exclusive remedy of the Customer in respect of any Claims.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 13.1 Subject to clause 9 (Exclusion and Limitation of Liability) and the other provisions of this clause 13 (Intellectual property rights indemnity) BAE Systems Techmodal shall: (a) defend or settle, at its option, any legal proceeding brought against the Customer, to the extent that it is based on a claim that any Products, Services or Deliverables (each an “Indemnified Item”) infringe in the United Kingdom or the European Union a third party’s patent, trade secret, or copyright (a “Claim”); and (b) indemnify the Customer against all damages and costs attributable exclusively to such claim awarded by the court finally determining the case (or the amount of any settlement BAE Systems Techmodal enters into). 13.2 If any Indemnified Item is found to infringe, or in the reasonable opinion of BAE Systems Techmodal is likely to be the subject of a Claim, BAE Systems Techmodal may, at its option: (a) obtain for the Customer the right to use such Indemnified Item; or (b) replace or modify such Indemnified Item to make it non-infringing; or (c) withdraw or cease providing such Indemnified Item, remove it from the scope of the Order, and refund a pro-rated portion of the Charges then paid in advance in respect of such Indemnified Item, as assessed against the duration and business benefit realised from the use of such Indemnified Item; and the Customer will abide by BAE Systems Techmodal decision in this regard. 13.3 BAE Systems Techmodal shall have no liability or obligation to the extent that any Claim results from: (a) use of any Indemnified Item other than in accordance with the licence terms set out in this Agreement and the applicable Order; (b) use of any Indemnified Item in combination with any software, hardware, products or other equipment or materials not supplied by or approved in writing by BAE SystemsTechmodal; (c) BAE SystemsTechmodal’s’ compliance with designs or specifications of the Customer; (d) any software, hardware, products or other equipment or materials supplied by or on behalf of the Customer (including any such things procured or obtained by BAE Systems Techmodal acting on the instructions of the Customer) that have been incorporated into such Indemnified Item; (e) use of an allegedly infringing version of such Indemnified Item, if the infringement could have been avoided by the use of a different version made available to the Customer by BAE SystemsTechmodal; or (f) modification, repair, adjustment or enhancement of the Indemnified Item other than at BAE SystemsTechmodal’s’ written direction. 13.4 This clause 13 (Intellectual Property Rights Indemnity) states the entire liability and obligation of BAE Systems Techmodal and exclusive remedy of the Customer in respect of any Claims.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 13.1 Subject to clause 9 (Exclusion 6.1 Cybanetix shall defend, indemnify, and Limitation of Liability) and the other provisions of this clause 13 (Intellectual property rights indemnity) BAE Systems shall: (a) defend or settlehold harmless Customer against any third party claim, at its option, any legal proceeding brought against the Customer, to the extent that it is based on a claim that any Products, Services or Deliverables (each an “Indemnified Item”) infringe in the United Kingdom or the European Union a third party’s patent, trade secretsuit, or copyright proceeding (a “Claim”); and (b) indemnify the Customer against all damages and costs attributable exclusively to such claim awarded by the court finally determining the case (arising out of, related to, or the amount alleging infringement of any Intellectual Property Rights resulting from Customer’s use of the Services or exercise of its rights to the Software granted in this Agreement. Customer shall give Cybanetix sole control of the defence and settlement BAE Systems enters into)of any Claim and provide all necessary assistance and support. 13.2 6.2 If any Indemnified Item is found to infringepart of the Software is, or may become, the subject of any Claim or in the reasonable opinion event of BAE Systems is likely to be the subject any adjudication that any part of a Claiman item of Software does so infringe, BAE Systems may, Cybanetix may at its option: expense elect to do either one of the following: (ai) obtain procure for the Customer the right to use such Indemnified Itemthe Software or the affected part thereof; or (bii) replace the Software or affected part thereof with other suitable products; (iii) modify such Indemnified Item the Software or affected part thereof to make it non-non- infringing; or or (civ) withdraw or cease providing such Indemnified Item, remove it from the scope if none of the Orderforegoing remedies are commercially feasible, and refund to Customer an amount equal to a pro-rated portion three year straight line depreciation of the Charges then paid in advance in for the Software. 6.3 Cybanetix shall have no obligations under this Clause 6 with respect of such Indemnified Item, as assessed against to any Claim to the duration and business benefit realised from extent it is based upon (i) the use of such Indemnified Itemany version of the Software other than a current release of the Software; and (ii) the Customer will abide use of any version of the Software which has been altered other than by BAE Systems decision in this regard. 13.3 BAE Systems shall have no liability Cybanetix; (iii) the combination, operation or obligation to use of the extent that any Claim results from: Software with software, hardware or other materials other than as specified by Cybanetix; (aiv) use of any Indemnified Item other than in accordance with the licence terms set out in this Agreement and the applicable Order; technology, technological information, designs, plans or specifications furnished by Customer; or (bv) use of any Indemnified Item in combination with any software, hardware, products or other equipment or materials not supplied by or approved in writing by BAE Systems; (c) BAE Systems’ compliance with designs or specifications of the Customer; (d) any software, hardware, products or other equipment or materials supplied by or on behalf of the Customer (including any such things procured or obtained by BAE Systems acting on the instructions of the Customer) that have been incorporated into such Indemnified Item; (e) use of an allegedly infringing version of such Indemnified Item, if the infringement could have been avoided by the use of Software for a different version made available to the Customer by BAE Systems; or (f) modification, repair, adjustment or enhancement of the Indemnified Item purpose other than at BAE Systems’ written direction. 13.4 that for which it was designed or contemplated. This clause 13 (Intellectual Property Rights Indemnity) Clause 6 states the entire liability and obligation of BAE Systems and exclusive remedy Cybanetix with respect to the infringement of the Customer in respect Intellectual Property Rights of any Claimsthird parties.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 13.1 Subject to clause 9 32.1 The Supplier shall indemnify and hold harmless the Purchaser and its employees and officers from and against any and all losses, liabilities, and costs (Exclusion including losses, liabilities, and Limitation costs incurred in defending a claim alleging such a liability), that the Purchaser or its employees or officers may suffer as a result of Liability) and the other provisions any infringement or alleged infringement of this clause 13 (any Intellectual property rights indemnity) BAE Systems shallProperty Rights by reason of: (a) defend installation of the System by the Supplier or settlethe use of the System, at its optionincluding the Materials, in the country where the site is located; (b) copying of the Software and Materials provided the Supplier in accordance with the Agreement; and (c) sale of the products produced by the System in any legal proceeding brought against the Customercountry, except to the extent that it is based on such losses, liabilities, and costs arise as a claim that result of the Purchaser’s breach of GCC Clause 32.2. 32.2 Such indemnity shall not cover any Productsuse of the System, Services including the Materials, other than for the purpose indicated by or Deliverables (each an “Indemnified Item”) infringe in to be reasonably inferred from the United Kingdom or Contract, any infringement resulting from the European Union a third party’s patent, trade secretuse of the System, or copyright (a “Claim”); and (b) indemnify any products of the Customer against all damages and costs attributable exclusively to such claim awarded System produced thereby in association or combination with any other goods or services not supplied by the court finally determining Supplier, where the case (infringement arises because of such association or combination and not because of use of the amount of any settlement BAE Systems enters into)System in its own right. 13.2 If 32.3 Such indemnities shall also not apply if any Indemnified Item is found to infringe, or in the reasonable opinion claim of BAE Systems is likely to be the subject of a Claim, BAE Systems may, at its optioninfringement: (a) obtain for is asserted by a parent, subsidiary, or affiliate of the Customer the right to use such Indemnified Item; orPurchaser’s organization; (b) replace or modify is a direct result of a design mandated by the Purchaser’s Technical Requirements and the possibility of such Indemnified Item to make it non-infringinginfringement was duly noted in the Supplier’s Bid; or (c) withdraw or cease providing such Indemnified Item, remove it results from the scope alteration of the OrderSystem, including the Materials, by the Purchaser or any persons other than the Supplier or a person authorized by the Supplier. 32.4 If any proceedings are brought or any claim is made against the Purchaser arising out of the matters referred to in GCC Clause 32.1, the Purchaser shall promptly give the Supplier notice of such proceedings or claims, and refund the Supplier may at its own expense and in the Purchaser’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim. If the Supplier fails to notify the Purchaser within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Purchaser shall be free to conduct the same on its own behalf. Unless the Supplier has so failed to notify the Purchaser within the twenty-eight (28) days, the Purchaser shall make no admission that may be prejudicial to the defense of any such proceedings or claim. The Purchaser shall, at the Supplier’s request, afford all available assistance to the Supplier in conducting such proceedings or claim and shall be reimbursed by the Supplier for all reasonable expenses incurred in so doing. 32.5 The Purchaser shall indemnify and hold harmless the Supplier and its employees, officers, and Subcontractors from and against any and all losses, liabilities, and costs (including losses, liabilities, and costs incurred in defending a pro-rated portion claim alleging such a liability) that the Supplier or its employees, officers, or Subcontractors may suffer as a result of any infringement or alleged infringement of any Intellectual Property Rights arising out of or in connection with any design, data, drawing, specification, or other documents or materials provided to the Supplier in connection with this Contract by the Purchaser or any persons (other than the Supplier) contracted by the Purchaser, except to the extent that such losses, liabilities, and costs arise as a result of the Charges then paid in advance in respect Supplier’s breach of such Indemnified ItemGCC Clause 32.8. 32.6 Such indemnity shall not cover any use of the design, as assessed against data, drawing, specification, or other documents or materials, other than for the duration and business benefit realised purpose indicated by or to be reasonably inferred from the Contract, or any infringement resulting from the use of the design, data, drawing, specification, or other documents or materials, or any products produced thereby, in association or combination with any other Goods or Services not provided by the Purchaser or any other person contacted by the Purchaser, where the infringement arises because of such Indemnified Item; association or combination and not because of the Customer will abide by BAE Systems decision use of the design, data, drawing, specification, or other documents or materials in this regardits own right. 13.3 BAE Systems 32.7 Such indemnities shall have no liability also not apply: (a) if any claim of infringement is asserted by a parent, subsidiary, or obligation affiliate of the Supplier’s organization; (b) to the extent that any Claim results from:claim of infringement caused by the alteration, by the Supplier, or any persons contracted by the Supplier, of the design, data, drawing, specification, or other documents or materials provided to the Supplier by the Purchaser or any persons contracted by the Purchaser. (a) use 32.8 If any proceedings are brought or any claim is made against the Supplier arising out of the matters referred to in GCC Clause 32.5, the Supplier shall promptly give the Purchaser notice of such proceedings or claims, and the Purchaser may at its own expense and in the Supplier’s name conduct such proceedings or claim and any negotiations for the settlement of any Indemnified Item other than in accordance with such proceedings or claim. If the licence terms set out in this Agreement and Purchaser fails to notify the applicable Order; Supplier within twenty-eight (b28) use days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Supplier shall be free to conduct the same on its own behalf. Unless the Purchaser has so failed to notify the Supplier within the twenty-eight (28) days, the Supplier shall make no admission that may be prejudicial to the defense of any Indemnified Item such proceedings or claim. The Supplier shall, at the Purchaser’s request, afford all available assistance to the Purchaser in combination with any software, hardware, products conducting such proceedings or other equipment or materials not supplied by or approved in writing by BAE Systems; (c) BAE Systems’ compliance with designs or specifications of the Customer; (d) any software, hardware, products or other equipment or materials supplied by or on behalf of the Customer (including any such things procured or obtained by BAE Systems acting on the instructions of the Customer) that have been incorporated into such Indemnified Item; (e) use of an allegedly infringing version of such Indemnified Item, if the infringement could have been avoided claim and shall be reimbursed by the use of a different version made available to the Customer by BAE Systems; or (f) modification, repair, adjustment or enhancement of the Indemnified Item other than at BAE Systems’ written directionPurchaser for all reasonable expenses incurred in so doing. 13.4 This clause 13 (Intellectual Property Rights Indemnity) states the entire liability and obligation of BAE Systems and exclusive remedy of the Customer in respect of any Claims.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 13.1 Subject to clause 9 (Exclusion and Limitation of Liability) and the other provisions of this clause 13 (Intellectual property rights indemnity) BAE Systems shall: (a) defend or settleWALVOIL, at its optionsole expense, shall: (i) defend any legal proceeding brought by a third party against the Customer, Buyer to the extent that it is based on the proceeding includes a claim that any Products, Services or Deliverables (each Product as furnished by WALVOIL under an “Indemnified Item”) infringe in Agreement directly infringes the United Kingdom or the European Union a third partyclaimant’s patent, copyright, trademark, or trade secret, or copyright ; and (a “Claim”); andii) hold Buyer harmless against damages and costs awarded by final judgment in such proceeding to the extent directly and solely attributable to such infringement. (b) indemnify the Customer against all damages and costs attributable exclusively to such claim awarded by the court finally determining the case (or the amount of any settlement BAE Systems enters into). 13.2 If any Indemnified Item is found to infringe, or in the reasonable opinion of BAE Systems is likely to be the subject of a Claim, BAE Systems may, at its option: (a) obtain for the Customer the right to use such Indemnified Item; or (b) replace or modify such Indemnified Item to make it non-infringing; or (c) withdraw or cease providing such Indemnified Item, remove it from the scope of the Order, and refund a pro-rated portion of the Charges then paid in advance in respect of such Indemnified Item, as assessed against the duration and business benefit realised from the use of such Indemnified Item; and the Customer will abide by BAE Systems decision in this regard. 13.3 BAE Systems WALVOIL shall have no obligation or liability or obligation to Buyer under Section (a) (1) if WALVOIL is not: (i) promptly notified in writing of any such claim; (ii) given the sole right to control and direct the investigation, preparation, defense and settlement of such claim, including the selection of counsel; and (iii) given full reasonable assistance and cooperation by Buyer in such investigation, preparation, settlement and defense; (2) if the claim is made after a period of three (3) years from the date of delivery of the Product. (3) to the extent that any Claim results such claim arises from: : (ai) modification of the Product if the claim of infringement would have been avoided by use of any Indemnified Item other than in accordance with the licence terms set out in this Agreement and the applicable Orderunmodified Product; or (ii) design, specifications or instructions furnished by Buyer; (b4) to the extent the claim is based directly or indirectly upon the quantity or value of products manufactured by means of the Product or upon the frequency of use or the amount of use of the Product irrespective of whether such claim alleges that the Product as such, or its use, infringes or contributes to the infringement of any Indemnified Item in combination with intellectual property rights of the claimant; (5) for unauthorized use or distribution of the Product or use beyond the specifications of the Product; (6) to the extent any softwaresuch claim arises from Buyer's manufacture, hardwareuse, products sale, offer for sale, importation or other equipment disposition or materials not supplied promotion of the Product after WALVOIL’s notice to Buyer that Buyer should cease any such activity, provided such notice shall only be given if the Product is, or in WALVOIL’s opinion is likely to become, the subject of such a claim of infringement; (7) for any costs or expenses incurred by Buyer without WALVOIL’s prior written consent; (8) to the extent the claim is based on any prototypes, or approved Open Source Software, or software provided by Buyer or any of its designees to WALVOIL and/or its affiliates; (9) to the extent any such claim arises from any infringement or alleged infringement of third party's intellectual property rights covering a standard set by a standard setting body and/or agreed between at least two companies, (10) for infringement of any third party's intellectual property rights covering the manufacture, testing or application of any assembly, circuit, combination, method or process in which the Product may have been used, or (11) for infringement of any third party's intellectual property rights with respect to which WALVOIL or any of its affiliates has informed Buyer, or has published (in a datasheet or other specifications concerning the Product or elsewhere) a statement, that a separate license has to be obtained. For such claims of infringements referred to in this Section 8(b), Buyer shall indemnify WALVOIL and its affiliates against and hold them harmless from any damages or costs arising from or connected with such claims and shall reimburse all costs incurred by WALVOIL and its affiliates in defending any claim, demand, suit or proceeding for such infringement, provided WALVOIL gives Buyer prompt notice in writing by BAE Systems;of any such suit or proceeding for infringement. (c) BAE Systems’ compliance with designs If any Product is, or specifications in WALVOIL’s opinion is likely to become, the subject of a claim of infringement as referred to under Section 8 (a) above or if WALVOIL receives from a third party claiming infringement of third party IPR in relation to any of the Customer;Products, WALVOIL shall have the right, without obligation or liability and at its sole option, to: (i) procure for Buyer the right to continue to use or sell the Product; (ii) provide replacement Product with a non-infringing product, or (iii) modify the Product in such a way as to make the modified Product non-infringing; or (iv) repurchase such Product from the Buyer for the initial price paid by Buyer less reasonable depreciation; or (v) suspend or discontinue supplies to Buyer of the Products or parts to which such notice relates or (vi) terminate any Agreement to the extent related to such Product. (d) any software, hardware, products or other equipment or materials supplied by or on behalf Subject to the exclusions and limitations set forth in Section 9 of the Customer (including any such things procured or obtained by BAE Systems acting on Terms and Conditions, the instructions of the Customer) that have been incorporated into such Indemnified Item; (e) use of an allegedly infringing version of such Indemnified Item, if the infringement could have been avoided by the use of a different version made available to the Customer by BAE Systems; or (f) modification, repair, adjustment or enhancement of the Indemnified Item other than at BAE Systems’ written direction. 13.4 This clause 13 (Intellectual Property Rights Indemnity) foregoing states the WALVOIL’s entire liability and obligation of BAE Systems to Buyer and exclusive Xxxxx’s sole remedy of the Customer in with respect to any actual or alleged infringement of any Claimsintellectual property rights or any other proprietary rights of any kind.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 13.1 Subject to clause 9 (Exclusion and Limitation of Liability) and the other provisions of this clause 13 (Intellectual property rights indemnity) BAE Systems shall: (a) defend or settleSubject to the terms of this Agreement, including Section 9(b) below, OLEDWorks, at its optionsole expense, shall: (i) defend any legal proceeding brought by a third party against the Customer, Buyer to the extent that it is based on the proceeding includes a claim that any Products, Services or Deliverables (each Product as furnished by OLEDWorks under an “Indemnified Item”) infringe in Agreement directly infringes the United Kingdom or the European Union a third party’s claimant's patent, trade secretcopyright, trademark, or copyright trade secret at the time of delivery to Buyer; and (a “Claim”); andii) hold Buyer harmless against damages and costs awarded by final judgment in such proceeding to the extent directly and solely attributable to such infringement. (b) indemnify the Customer against all damages and costs attributable exclusively to such claim awarded by the court finally determining the case (or the amount of any settlement BAE Systems enters into). 13.2 If any Indemnified Item is found to infringe, or in the reasonable opinion of BAE Systems is likely to be the subject of a Claim, BAE Systems may, at its option: (a) obtain for the Customer the right to use such Indemnified Item; or (b) replace or modify such Indemnified Item to make it non-infringing; or (c) withdraw or cease providing such Indemnified Item, remove it from the scope of the Order, and refund a pro-rated portion of the Charges then paid in advance in respect of such Indemnified Item, as assessed against the duration and business benefit realised from the use of such Indemnified Item; and the Customer will abide by BAE Systems decision in this regard. 13.3 BAE Systems OLEDWorks shall have no obligation or liability or obligation to Buyer under Section 9 (a) (1) if OLEDWorks is not: (i) promptly notified in writing of any such claim; (ii) given the sole right to control and direct the investigation, preparation, defense and settlement of such claim, including the selection of counsel; and (iii) given full reasonable assistance and cooperation by Buyer in such investigation, preparation, settlement and defense; (2) if the claim is made after a period of 2 years from the date of delivery to Buyer of the Product; (3) to the extent that any Claim results such claim arises from: : (ai) modification of the Product if the claim of infringement would have been avoided by use of any Indemnified Item other than in accordance the unmodified Product; or (ii) design, specifications or instructions furnished by Buyer; or (iii) combination of the Product with the licence terms set out in this Agreement and the applicable Order; (b) use of any Indemnified Item in combination with any software, hardware, products or other equipment or materials another good not supplied by or approved in writing by BAE SystemsOLEDWorks in advance if the claim of infringement would have been avoided by use of the Product without such combination. (4) to the extent the claim is based directly or indirectly upon the quantity or value of products manufactured by means of the Product or upon the frequency of use or the amount of use of the Product irrespective of whether such claim alleges that the Product as such, or its use, infringes or contributes to the infringement of any intellectual property rights of the claimant; (5) for unauthorized use or distribution of the Product or use beyond the specifications, application and/or use restrictions of the Product or resulting from the negligence of the Buyer or user; (6) to the extent any such claim arises from Buyer's manufacture, use, sale, offer for sale, importation or other disposition or promotion of the Product after OLEDWorks' notice to Buyer that Buyer should cease any such activity, provided such notice shall only be (7) given if the Product is, or in OLEDWorks' opinion is likely to become, the subject of such a claim of infringement; (8) to the extent the claim is based on any prototypes, or Open Source Software, or software provided by Buyer or any of its designees to OLEDWorks and/or its affiliates; (9) to the extent any such claim arises from any infringement or alleged infringement of third party's intellectual property rights covering a standard set by a standard setting body and/or agreed between at least two companies, (10) for infringement of any third party's intellectual property rights covering the manufacture, testing or application of any assembly, circuit, combination, method or process in which the Product may have been used, or (11) for infringement of any third party's intellectual property rights with respect to which OLEDWorks or any of its affiliates has informed Buyer, or has published (in a datasheet or other specifications concerning the Product or elsewhere) a statement, that a separate license has to be obtained. For such claims of infringements referred to in this Section 9(b), Buyer shall indemnify OLEDWorks and its affiliates against and hold them harmless from any damages or costs arising from or connected with such claims and shall reimburse all costs incurred by OLEDWorks and its affiliates in defending any claim, demand, suit or proceeding for such infringement, provided OLEDWorks gives Buyer prompt notice in writing of any such suit or proceeding for infringement. (c) BAE Systems’ compliance with designs If any Product is, or specifications in OLEDWorks' opinion is likely to become, the subject of a claim of infringement as referred to under 9 (a) above or if OLEDWorks receives from a third party claiming infringement of third party IPR in relation to any of the Customer;Products, OLEDWorks shall have the right, at its sole option, to: (i) procure for Buyer the right to continue to use or sell the Product; (ii) provide replacement with a non-infringing product, or (iii) modify the Product in such a way as to make the modified Product non-infringing. If any such remedies fail, Buyer in its discretion may cancel the Agreement or reduce the purchase price accordingly. (d) any software, hardware, products or other equipment or materials supplied by or on behalf Claims and rights according to Section 9 (c) are subject to a statute of the Customer limitations according to Section 8 (including any such things procured or obtained by BAE Systems acting on the instructions of the Customer) that have been incorporated into such Indemnified Item;f). (e) use of an allegedly infringing version of such Indemnified Item, if the infringement could have been avoided by the use of a different version made available Subject to the Customer by BAE Systems; or (f) modification, repair, adjustment or enhancement exclusions and limitations set forth in Section 10 of the Indemnified Item other than at BAE Systems’ written direction. 13.4 This clause 13 (Intellectual Property Rights Indemnity) Terms and Conditions, the foregoing states the OLEDWorks' entire liability and obligation of BAE Systems to Buyer and exclusive Buyer's sole remedy of the Customer in with respect to any actual or alleged infringement of any Claimsintellectual property rights or any other proprietary rights of any kind.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 13.1 Subject 8.1 The Supplier warrants to the Customer that the Supplier is entitled to grant the Licence and that neither use nor possession of the Software will subject the Customer to any valid Intellectual Property Rights infringement claim by a third party. 8.2 The Supplier will indemnify the Customer against any and all damages or legal costs awarded against the Customer as a result of any third party claim incurred as a result of a breach of clause 9 (Exclusion and Limitation of Liability) and the other provisions of this clause 13 (Intellectual property rights indemnity) BAE Systems shall8.1 provided that as a condition precedent: (a) defend or settle, at its option, the Customer promptly notifies Supplier following receipt of any legal proceeding brought against claim and provides the Supplier with all related information reasonably available to the Customer, to the extent that it is based on a claim that and any Products, Services or Deliverables (each an “Indemnified Item”) infringe assistance in the United Kingdom or claim as Supplier reasonably requires from time to time; (b) the European Union a third party’s patent, trade secret, or copyright (a “Claim”)Customer gives the Supplier full and exclusive authority in the defence and settlement of the claim; and (bc) indemnify the Customer against makes no admission or in any other way prejudices Supplier’s defence of the claim and provides the Supplier with sole control of the defence of the claim and any and all damages and costs attributable exclusively to such claim awarded by the court finally determining the case (or the amount of any related settlement BAE Systems enters into)negotiations. 13.2 If any Indemnified Item is found to infringe, or in the reasonable opinion of BAE Systems is likely to be the subject of a Claim, BAE Systems may, at its option: (a) obtain for the Customer the right to use such Indemnified Item; or (b) replace or modify such Indemnified Item to make it non-infringing; or (c) withdraw or cease providing such Indemnified Item, remove it from the scope of the Order, and refund a pro-rated portion of the Charges then paid in advance in respect of such Indemnified Item, as assessed against the duration and business benefit realised from the use of such Indemnified Item; and the Customer will abide by BAE Systems decision in this regard. 13.3 BAE Systems 8.3 The Supplier shall have no liability for any claim of infringement based on or obligation to the extent that any Claim results arising from: (a) use by the Customer of an outdated or unaltered release of any Indemnified Item other than in accordance with Software if such infringement would have been avoided by use of updated and amended Software which had been offered to the licence terms set out in this Agreement and Customer (at no specific additional cost to the applicable Order;Customer); or (b) combination or use of any Indemnified Item in combination the Software with any software, hardware, products hardware or other equipment or materials software not supplied by or approved in writing by BAE Systems;Supplier; or (c) BAE Systems’ compliance with designs use of any Software that has been modified or specifications of altered other than by the Customer;Supplier or without the Supplier’s prior written permission; or (d) Use of any software, hardware, products Software that has been modified or other equipment or materials supplied by or on behalf altered at the Customer’s request but against the advice of the Supplier. 8.4 The Customer (including shall indemnify the Supplier against any such things procured and all damages or obtained by BAE Systems acting on legal costs awarded against the instructions Supplier as a result of any third party claim incurred as a result of modification or alteration or any work done to the Software at the Customer’s request, against the advice of the Customer) Supplier whether or not Supplier was aware that have been incorporated into such Indemnified Item; (e) use of an allegedly infringing version of such Indemnified Item, if the infringement could have been avoided by the use of a different version made available to the Customer by BAE Systems; or (f) modification, repair, adjustment alteration or enhancement of the Indemnified Item other than at BAE Systems’ written directionCustomer requested work may infringe any third party’s rights. 13.4 This clause 13 (Intellectual Property Rights Indemnity) states the entire liability and obligation of BAE Systems and exclusive remedy of the Customer in respect of any Claims.