Common use of IPR indemnification Clause in Contracts

IPR indemnification. (a) Sellers shall indemnify and hold Purchaser harmless from and against any costs and liabilities relating to claims raised by a customer of the Sold Business against Purchaser or any Affiliate of Purchaser after the Effective Time (the “Customer Claim”) if and to the extent (i) the Customer Claim is based on a claim raised by any third party against the respective customer claiming that a product of the Sold Business infringes such third party’s intellectual property rights (the “Third Party IPR Claim”), (ii) the Third Party IPR Claim is directed against products of the Sold Business that have been delivered to the respective customer by the Seller Group prior to the Closing Date and (iii) the Third Party IPR Claim is not a claim for cease and desist (Unterlassung) regarding the respective product of the Sold Business; it being understood that any such indemnification obligation of Sellers against Purchaser shall not exceed any obligation Seller Group would have had against the respective customer prior to Closing (the “IPR Indemnification”). (b) For the avoidance of doubt, if and to the extent any Customer Claim based on a Third Party IPR Claim being directed against products of the Sold Business that have been delivered to the respective customer on or after the Closing Date, such Customer Claim shall not be subject to the IPR Indemnification. Bird & Bird / METIS ASPA EXECUTION COPY Project London 11.12.2011 (c) Sections 15.6 and 15.7 shall apply mutatis mutandis with respect to any Customer Claim. (d) Purchaser and/or any of the Affiliate Purchasers shall (i) comply with its obligations pursuant to Section 17.5(c) in conjunction with Sections 15.6 and 15.7, (ii) not take any defence and/or settlement measure regarding the respective Customer Claim without the prior written consent of Sellers and (iii) provide Sellers with any assistance, support, information and/or authority (e.g. respective intellectual property and product expertise) necessary to perform Sellers’ obligations under the IPR Indemnification. (e) The obligations of Sellers under the IPR Indemnification shall not apply if Purchaser and/or any of the Affiliate Purchasers failed to comply with any of the obligations as set forth in Section 17.5(d).

IPR indemnification. (a) Sellers shall NxtPort hereby agrees to indemnify and hold Purchaser harmless Subscribers and its current and future Affiliates, officers, directors, employees, agents and representatives from each and against every demand, claim, loss, liability, or damage of any costs and liabilities relating to claims raised kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, that it or any of them may incur by a customer reason of, or arising out of, any claim by any third Party based on an infringement of the Sold Business against Purchaser or IPR of such third Party by the Services and excluding any Affiliate of Purchaser after the Effective Time (the “Customer Claim”) if and to the extent claims resulting from (i) the Customer Claim is based on a claim raised by any third party against the respective customer claiming that a product Subscriber’s unauthorized use of the Sold Business infringes such third party’s intellectual property rights (the “Third Party IPR Claim”), Services in accordance with this Agreement; (ii) the Third Party IPR Claim is directed against products of the Sold Business any Data provided by a Data Provider provided that have been delivered NxtPort has complied with its obligations under this Agreement in relation to the respective customer by the Seller Group prior to the Closing Date and use of such Data; (iii) the Third Party IPR Claim is not a claim for cease and desist (Unterlassung) regarding the respective product alteration or modification of any of the Sold BusinessServices by or on behalf of Subscriber without NxtPort’s authorization (“Subscriber’s Modification”) provided that no infringement or other violation of third party rights would have occurred without such Customer Modifications; and (iv) Use of the Services by Subscriber pursuant to these Terms and Conditions in combination with any software or service not provided, authorised or approved by or on behalf of NxtPort, if no violation of third party rights would have occurred without such combination. Such indemnity obligation shall be conditional upon the following: (i) NxtPort is given prompt written notice of any such claim it being understood that any such indemnification obligation of Sellers against Purchaser a failure to notify NxtPort shall not exceed any obligation Seller Group would have had against the respective customer prior to Closing (the “IPR Indemnification”). (b) For the avoidance relieve NxtPort of doubt, if and its obligations under this Agreement except to the extent any Customer Claim based on a Third Party IPR Claim being directed against products that it can demonstrate damages attributable to such failure; (ii) NxtPort is granted sole control of the Sold Business defense and settlement of such a claim. Provided that provided that: (i) Subscriber shall be entitled to participate in the defence of such claim and to employ counsel at its own expense to assist in the handling of such claim, and (ii) NxtPort shall obtain the prior written approval of Subscriber before entering into any settlement of such claim which does not unconditionally relieve Subscriber of any liability in respect of such a claim, or before ceasing to defend against such claim, which approval should not be unreasonably delayed or withheld ; (iii) upon NxtPort’s request, the Subscribers reasonably cooperate with NxtPort in the defense and settlement of such a claim, at NxtPort’s expense; and (iv) the Subscribers make no admission as to NxtPort’s liability in respect of such a claim except as necessary to safeguard its rights and remedies under the Agreement, nor do the Subscribers agree to any settlement in respect of such a claim without NxtPort’s prior written consent. Provided these conditions are met, NxtPort shall indemnify the Subscribers for all damages and costs incurred by the Subscribers as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by NxtPort pursuant to a settlement agreement. In the event the Services, in NxtPort’s reasonable opinion, is likely to or becomes the subject of a third- Party infringement claim (as per Article 15.1), NxtPort shall have been delivered the right, at its sole option and expense, to: (i) modify the ((allegedly) infringing part of the) Services so that they becomes non-infringing while preserving materially equivalent functionalities or quality of the affected component of the Services; (ii) obtain for the Subscribers a license to continue using the Services in accordance with the (iii) if (i) or (ii) ar not reasonably possible terminate the Terms and Conditions and refund to the respective customer on or after Subscribers an amount equal to a pro rata portion of the Closing Date, fees for that portion of the Services which is the subject of such Customer Claim shall not be subject to infringement. The foregoing states the IPR Indemnification. Bird & Bird / METIS ASPA EXECUTION COPY Project London 11.12.2011 (c) Sections 15.6 entire liability and 15.7 shall apply mutatis mutandis obligation of NxtPort and the sole financial remedy of the Subscribers with respect to any Customer Claiminfringement or alleged infringement of any IPR caused by the Services or any part thereof. (d) Purchaser and/or any of the Affiliate Purchasers shall (i) comply with its obligations pursuant to Section 17.5(c) in conjunction with Sections 15.6 and 15.7, (ii) not take any defence and/or settlement measure regarding the respective Customer Claim without the prior written consent of Sellers and (iii) provide Sellers with any assistance, support, information and/or authority (e.g. respective intellectual property and product expertise) necessary to perform Sellers’ obligations under the IPR Indemnification. (e) The obligations of Sellers under the IPR Indemnification shall not apply if Purchaser and/or any of the Affiliate Purchasers failed to comply with any of the obligations as set forth in Section 17.5(d).

IPR indemnification. (a) Sellers shall indemnify and hold Purchaser harmless from and against any costs and liabilities relating to claims raised by a customer a. The indemnity in clause 11 of the Sold Business against Purchaser or any Affiliate of Purchaser after Call-Off Terms shall be limited to those amounts awarded by the Effective Time (the “Customer Claim”) if and courts to the extent third party claiming infringement or agreed to be paid by the Supplier as part of an agreed settlement. b. If any of the alternatives referred to in clause 11.7 of the Call-Off Terms are not commercially reasonably available, the Supplier may, without prejudice to the right of the Buyer to claim damages for breach of the warranties in clause 2.3 of the Framework Agreement (as incorporated into the Call-Off Terms) and clause 7 of the Call-Off Terms, end the license for the applicable services or deliverables and refund any unused, prepaid fees the Buyer may have paid for such services / deliverables. If such return materially affects the Supplier’s ability to meet its obligations under the relevant Order Form, then the Supplier may, at its option and upon thirty (30) days prior written notice, terminate the Order Form. c. In respect of any IPR Claims against the Buyer, the indemnity provided is subject to the Buyer having complied with section 26 (above). d. The Supplier will not indemnify the Buyer for an IPR Claim: (i) the Customer if any IPR Claim is based on a claim raised by any third party against pursuant to the respective customer claiming that a product matters set out in section 8.3 of Part 1 to the Sold Business infringes such third party’s intellectual property rights (the “Third Party IPR Claim”)Supplier Terms, (ii) the Third Party Buyer alter the services or uses it outside the scope of use permitted the terms of the license granted in the Supplier Terms and applicable policies, (iii) if the Buyer use a version of the services which has been superseded, (iv) if the IPR Claim could have been avoided by using an unaltered current version of the services which was provided to the Buyer, (v) if the Buyer continues to use the applicable services after the end of the applicable life to use, (vi) to the extent that an IPR Claim is directed against based upon any information, design, specification, instruction, software, data, or material not furnished by the Supplier, or (vii) for any portion of an IPR Claim that is based upon the combination of any services with any products or services not provided by the Supplier. e. The Buyer’s agrees that indemnity for IPR Claim pursuant clause 11.5 of the Sold Business that have been delivered to the respective customer by the Seller Group prior to the Closing Date and (iii) the Third Party IPR Claim Call-Off Terms, is not a claim for cease and desist (Unterlassung) regarding the respective product of the Sold Business; it being understood that any such indemnification obligation of Sellers against Purchaser shall not exceed any obligation Seller Group would have had against the respective customer prior to Closing (the “IPR Indemnification”). (b) For the avoidance of doubt, if and to the extent any Customer Claim based on a Third Party IPR Claim being directed against products of the Sold Business that have been delivered to the respective customer on or after the Closing Date, such Customer Claim shall not be subject to the IPR Indemnification. Bird & Bird / METIS ASPA EXECUTION COPY Project London 11.12.2011 (c) Sections 15.6 limitations set out in clause 24.3 of the Call-Off Terms, and 15.7 shall apply mutatis mutandis with respect clause of 11.5 of the Call-Off Terms are amended by section 8 of Part 1 to any Customer Claimthe Supplier Terms accordingly. (d) Purchaser and/or any f. The rights and remedies in clause 11 of the Affiliate Purchasers shall Call-Off Terms (ias amended by the provisions of this section 27) comply with its obligations pursuant to Section 17.5(c) in conjunction with Sections 15.6 and 15.7, (ii) not take provides the parties’ exclusive remedy for any defence and/or settlement measure regarding the respective Customer Claim without the prior written consent of Sellers and (iii) provide Sellers with any assistance, support, information and/or authority (e.g. respective intellectual property and product expertise) necessary to perform Sellers’ obligations under the IPR IndemnificationClaims or related damages. (e) The obligations of Sellers under the IPR Indemnification shall not apply if Purchaser and/or any of the Affiliate Purchasers failed to comply with any of the obligations as set forth in Section 17.5(d).

IPR indemnification. (a) Sellers shall indemnify and hold Purchaser harmless from and against any costs and liabilities relating to claims raised by a customer of the Sold Business against Purchaser or any Affiliate of Purchaser after the Effective Time (the “Customer Claim”) if and to the extent (i) the Customer Claim is based on a claim raised by any third party against the respective customer claiming that a product of the Sold Business infringes such third party’s intellectual property rights (the “Third Party IPR Claim”), (ii) the Third Party IPR Claim is directed against products of the Sold Business that have been delivered to the respective customer by the Seller Group prior to the Closing Date and (iii) the Third Party IPR Claim is not a claim for cease and desist (Unterlassung) regarding the respective product of the Sold Business; it being understood that any such indemnification obligation of Sellers against Purchaser shall not exceed any obligation Seller Group would have had against the respective customer prior to Closing (the “IPR Indemnification”). (b) For the avoidance of doubt, if and to the extent any Customer Claim based on a Third Party IPR Claim being directed against products of the Sold Business that have been delivered to the respective customer on or after the Closing Date, such Customer Claim shall not be subject to the IPR Indemnification. Bird & Bird / METIS ASPA EXECUTION COPY Project London 11.12.2011. (c) Sections 15.6 and 15.7 shall apply mutatis mutandis with respect to any Customer Claim. (d) Purchaser and/or any of the Affiliate Purchasers shall (i) comply with its obligations pursuant to Section 17.5(c) in conjunction with Sections 15.6 and 15.7, (ii) not take any defence and/or settlement measure regarding the respective Customer Claim without the prior written consent of Sellers and (iii) provide Sellers with any assistance, support, information and/or authority (e.g. respective intellectual property and product expertise) necessary to perform Sellers’ obligations under the IPR Indemnification. (e) The obligations of Sellers under the IPR Indemnification shall not apply if Purchaser and/or any of the Affiliate Purchasers failed to comply with any of the obligations as set forth in Section 17.5(d).. Bird & Bird / METIS 53 /66 ASPA EXECUTION COPY Project London 11.12.2011