Common use of IP Indemnification Clause in Contracts

IP Indemnification. We will, at our cost and expense, defend, indemnify and hold harmless you and your Affiliatesand sub-contractors, from and against all losses, awards and damages (excluding attorneys’ fees),solely to the extentarising out of claims by third parties that your use of the Offering as provided by us and in accordance with the terms governing such Offering, infringed, violated or misappropriated their valid intellectual property rights; provided that, with respect to patents, our obligation is limited to U.S. patents issued before the Agreement becomes effective. We have no indemnification obligations to the extent a claim arises from: (a) data you provide; (b) your use of the outputs of theOffering or unauthorized use; (c) combining the Offering with goods, technology or services not supplied by us; (d) modifications by anyone other than us; or (e) compromise or settlement made by you without our written consent. If the Offering is held, or we believe it may be, infringing, we may undertake at least one of the following with respect to the allegedly infringing materials at our option: (i) procure a license to allow your use; (ii) modify them to make them non- infringing; or (iii) procure a license to a reasonable substitute product. If we cannot do one these after a reasonable period, we may terminate the Agreement by notice and refund a pro-rata portion of pre-paid fees received during the applicable period without any further liability. This clause sets out your sole and exclusive remedies for claims the Offering infringes, violates or misappropriates third party intellectual property rights. Our obligations under this Section are contingent upon you notifying us in writing of a claim or other event requiring defense or indemnification promptlyupon becoming aware thereof. We shall have the sole right to control the defense and/or settlement of each claim and you shall provide all reasonable assistance.

IP Indemnification. We will, at our cost and expense, defend, indemnify and hold harmless you and your Affiliatesand Affiliates and sub-contractors, from and against all losses, awards and damages (excluding attorneys’ fees),solely to the extentarising extent arising out of claims by third parties that your use of the Offering as provided by us and in accordance with the terms governing such Offering, infringed, violated or misappropriated their valid intellectual property rights; provided that, with respect to patents, our obligation is limited to U.S. patents issued before the Agreement becomes effective. We have no indemnification obligations to the extent a claim arises from: (a) data you provide; ; (b) your use of the outputs of theOffering the Offering or unauthorized use; (c) combining the Offering with goods, technology or services not supplied by us; (d) modifications by anyone other than us; or (e) compromise or settlement made by you without our written consent. If the Offering is held, or we believe it may be, infringing, we may undertake at least one of the following with respect to the allegedly infringing materials at our option: (i) procure a license to allow your use; (ii) modify them to make them non- infringing; or (iii) procure a license to a reasonable substitute product. If we cannot do one these after a reasonable period, we may terminate the Agreement by notice and refund a pro-rata portion of pre-paid fees received during the applicable period without any further liability. This clause sets out your sole and exclusive remedies for claims the Offering infringes, violates or misappropriates third party intellectual property rights. Our obligations under this Section are contingent upon you notifying us in writing of a claim or other event requiring defense or indemnification promptlyupon promptly upon becoming aware thereof. We shall have the sole right to control the defense and/or settlement of each claim and you shall provide all reasonable assistance.

IP Indemnification. We will, at our cost and expense, defend, indemnify and hold harmless you and your Affiliatesand Affiliates and sub-contractors, from and against all losses, awards and damages (excluding attorneys’ fees),solely to the extentarising extent arising out of claims by third parties that your use of the Offering as provided by us and in accordance with the terms governing such Offering, infringed, violated or misappropriated their valid intellectual property rights; provided that, with respect to patents, our obligation is limited to U.S. patents issued before the Agreement becomes effective. We have no indemnification obligations to the extent a claim arises from: (a) data you provide; ; (b) your use of the outputs of theOffering the Offering or unauthorized use; (c) combining the Offering with goods, technology or services not supplied by us; (d) modifications by anyone other than us; or (e) compromise or settlement made by you without our written consent. If the Offering is held, or we believe it may be, infringing, we may undertake at least one of the following with respect to the allegedly infringing materials at our option: (i) procure a license to allow your use; (ii) modify them to make them non- infringing; or (iii) procure a license to a reasonable substitute product. If we cannot do one these after a reasonable period, we may terminate the Agreement by notice and refund a pro-rata portion of pre-paid fees received during the applicable period without any further liability. This clause sets out your sole and exclusive remedies for claims the Offering infringes, violates or misappropriates third party intellectual property rights. Our obligations under this Section are contingent upon you notifying us in writing of a claim or other event requiring defense or indemnification promptlyupon becoming aware thereof. We shall have the sole right to control the defense and/or settlement of each claim and you shall provide all reasonable assistance.