Common use of Licensor Indemnification Clause in Contracts

Licensor Indemnification. Licensor will indemnify, defend and hold OEM harmless against all actions, proceedings, suits, claims or demands that may be brought or instituted against OEM by any third party based on or arising out of allegations that OEM’s use of the Software in accordance with the terms of this Agreement infringes any third party Intellectual Property rights ("Claims"). Licensor’s foregoing defense and indemnity obligation shall not extend to claims based on (i) unauthorized modification or use of the Software made by OEM or any third party other than by or with the approval of Licensor; (ii) the combination of the Software with items not supplied by Licensor or approved by Licensor for use with the Software in the Documentation to the extent such claim would not have arisen but for the combination; (iii) open source software components; or (iv) OEM’s or End Customer’s use of any release of the Software other than the latest Version of the Software that has been commercially available for at least six (6) months prior to the date of assertion of such claim. As a condition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claim, grant Licensor sole control of the defense and/or settlement of any Claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the Software or part thereof becomes, or in Licensor’s opinion may become, subject to a Claim or OEM’s use thereof may be otherwise enjoined, Licensor may, at its option, either: (a) procure for OEM the right to continue using the Software; (b) replace or modify the Software, so that it is non-infringing; or (c) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund any sums prepaid for the unexpired Term, if any, upon the return or destruction (and certification of destruction) of the Software. This Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringement.

Licensor Indemnification. Licensor will indemnify, defend and hold OEM harmless against all actions, proceedings, suits, claims or demands that may be brought or instituted against OEM by any third party based on or arising out of allegations that OEM’s use of the Software in accordance with the terms of this Agreement infringes any third party Intellectual Property rights ("Claims"). Licensor’s foregoing defense and indemnity obligation shall not extend to claims based on (i) unauthorized modification or use of the Software made by OEM or any third party other than by or with the approval of Licensor; (ii) the combination of the Software with items not supplied by Licensor or approved by Licensor for use with the Software in the Documentation to the extent such claim would not have arisen but for the combination; (iii) open source software components; or (iv) OEM’s or End Customer’s use of any release of the Software other than the latest Version of the Software that has been commercially available for at least six (6) months prior to the date of assertion of such claim. As a condition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claim, grant grant‌ Licensor sole control of the defense and/or settlement of any Claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the Software or part thereof becomes, or in Licensor’s opinion may become, subject to a Claim or OEM’s use thereof may be otherwise enjoined, Licensor may, at its option, either: (a) procure for OEM the right to continue using the Software; (b) replace or modify the Software, so that it is non-infringing; or (c) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund any sums prepaid for the unexpired Term, if any, upon the return or destruction (and certification of destruction) of the Software. This Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringement.

Licensor Indemnification. (i) Licensor will shall indemnify, hold harmless, and, at Licensee’s option, defend Licensee from and hold OEM harmless against any and all actionslosses, proceedingsdamages, suitsliabilities, claims and costs (including reasonable attorneys' fees) ("Losses") incurred by Licensee resulting from any third-party claim, suit, action, or demands that may be brought or instituted against OEM by any third party proceeding ("Third-Party Claim") (i) based on Licensor’s: (i) negligence or arising out willful misconduct, or (ii) that the Software or Documentation, or any use of allegations the Software or Documentation in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, provided that OEM’s Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and provided that Licensor may not settle any Third-Party Claim against Licensee unless such settlement completely and forever releases Licensee from all liability with respect to such Third-Party Claim or unless Licensee consents to such settlement, and further provided that Licensee will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. (ii) If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole discretion, to (A) modify or replace the Software or Documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, effective immediately on written notice to Licensee, and promptly issue Licensee a prorated refund. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Software in accordance combination with the terms of this Agreement infringes any third party Intellectual Property rights ("Claims"). data, software, hardware, equipment, or technology not provided by Licensor’s foregoing defense and indemnity obligation shall not extend to claims based on (i) unauthorized modification or use of the Software made by OEM or any third party other than by or with the approval of Licensor; (ii) the combination of the Software with items not supplied by Licensor or approved by Licensor for use with the Software , reasonably anticipated in the Documentation or Licensor’s marketing materials, or authorized by Licensor in writing, where the Software alone would not be infringing; (B) modifications to the extent such claim Software not made by Licensor, where the unmodified Software would not have arisen but for the combination; (iii) open source software components; or (iv) OEM’s or End Customer’s use of any release of the Software other than the latest Version of the Software that has been commercially available for at least six (6) months prior to the date of assertion of such claim. As a condition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claim, grant Licensor sole control of the defense and/or settlement of any Claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the Software or part thereof becomes, or in Licensor’s opinion may become, subject to a Claim or OEM’s use thereof may be otherwise enjoined, Licensor may, at its option, either: (a) procure for OEM the right to continue using the Software; (b) replace or modify the Software, so that it is non-infringing; or (cC) if neither use of any version other than the most current version of the foregoing alternatives is reasonably practicalSoftware or Documentation delivered to Licensee, terminate this Agreement and refund any sums prepaid for where the unexpired Term, if any, upon the return current version would not be infringing; or destruction (and certification of destructionD) of the Software. This Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringementThird-Party Products.

Licensor Indemnification. Licensor will indemnify, defend and hold OEM harmless against all actions, proceedings, suits, claims or demands that may be brought or instituted against OEM by any third party based on or arising out of allegations that OEM’s use of the Software in accordance with the terms of this Agreement infringes any third party Intellectual Property rights ("Claims"). Licensor’s foregoing defense and indemnity obligation shall not extend to claims based on (i) unauthorized modification or use of the Software made by OEM or any third party other than by or with the approval of Licensor; (ii) the combination of the Software with items not supplied by Licensor or approved by Licensor for use with the Software in the Documentation to the extent such claim would not have arisen but for the combination; (iii) open source software components; or (iv) OEM’s or End Customer’s use of of‌ any release of the Software other than the latest Version of the Software that has been commercially available for at least six (6) months prior to the date of assertion of such claim. As a condition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claim, grant Licensor sole control of the defense and/or settlement of any Claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the Software or part thereof becomes, or in Licensor’s opinion may become, subject to a Claim or OEM’s use thereof may be otherwise enjoined, Licensor may, at its option, either: (a) procure for OEM the right to continue using the Software; (b) replace or modify the Software, so that it is non-infringing; or (c) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund any sums prepaid for the unexpired Term, if any, upon the return or destruction (and certification of destruction) of the Software. This Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringement.

Licensor Indemnification. Licensor will indemnify, defend indemnify and hold OEM harmless against all actions, proceedings, suits, claims or demands that may be brought or instituted against OEM by any third party based on or arising out of allegations that OEM’s use of the Software in accordance with the terms of this Agreement infringes any third party Intellectual Property intellectual property rights ("Claims"). Licensor’s foregoing defense and indemnity obligation shall not extend to claims based on (i) unauthorized modification or use of the Software made by OEM or any third party other than by or with the approval of Licensor; (ii) the combination of the Software with items not supplied by Licensor or approved by Licensor for use with the Software in the Documentation to the extent such claim Claim would not have arisen but for the combination; (iii) open source software Open Source Software components; or (iv) OEM’s or End Customer’s use of any release Upgrade which is not the latest available Upgrade of the Software other than the latest Version of the Software that has been Licensor Software, provided such Upgrade is commercially available for at least six (6) months prior to the date of assertion of such claimClaim. As a condition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claimsuch claim, grant Licensor sole control of the defense and/or settlement of any Claim such claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the Software or part thereof becomes, or in Licensor’s opinion may become, subject to a Claim or OEM’s use thereof may be otherwise enjoined, Licensor may, at its option, either: (ai) procure for OEM the right to continue using the Software; (bii) replace or modify the Software, so that it is non-infringing; or (ciii) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund any sums prepaid for the unexpired unused Term, if any, upon the return or destruction (and certification of destruction) of the Software. This Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringement.

Licensor Indemnification. (a) Licensor will indemnify, shall defend and hold OEM harmless indemnify Licensee against all actionsclaims, proceedingsliabilities, suitscosts, claims or demands that may be and expenses (including reasonable attorneys' fees), reasonably incurred in the defense of any claim brought or instituted against OEM Licensee in the United States by any a third party based on or arising out of allegations alleging that OEM’s Licensee's use of the Software in accordance compliance with the Licensor provided documentation and terms of this Agreement infringes or misappropriates any third party Intellectual Property rights ("Claims"). Licensor’s foregoing defense and United States copyright, trademark, or trade secret right, provided that: such indemnity obligation shall not extend to claims based on (i) unauthorized modification or apply if the alleged infringement results from use of the Software made by OEM or in conjunction with any third party other than by or with the approval of Licensor; (ii) software, the combination of the Software with items equipment not supplied by Licensor, or unlicensed activities and so long as Licensee promptly notifies Licensor or approved by in writing of any such claim and Licensor for use is permitted to control fully the defense and any settlement of such claim as long as such settlement shall not include a financial obligation on Licensee. Licensee shall cooperate reasonably in the defense of such claim and may appear, at its own expense. Licensee shall comply fully and promptly with the Software in the Documentation to the extent such claim would not have arisen but for the combination; (iii) open source software components; or (iv) OEM’s or End Customer’s use terms of any release of the Software other than the latest Version such settlement. Licensee shall not undertake any action in response to any infringement or alleged infringement of the Software that has been commercially available for at least six (6) months prior would be prejudicial to any defense that Licensor may have to the date of assertion of such claim. As a condition same. (b) In addition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claimthe rights and remedies set forth above, grant Licensor sole control of the defense and/or settlement of any Claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the should Software or part thereof becomeslicensed hereunder become, or in Licensor’s opinion may be likely to become, the subject to a Claim or OEM’s use thereof may be otherwise enjoinedof such an infringement claim, Licensor may, at its optionsole option and expense, either: (a) procure for OEM Licensee the right to continue using make continued use of the Software; , (b) replace or modify the Software, such Software so that it is becomes non-infringing; , or (c) if neither of terminate the foregoing alternatives is reasonably practical, terminate this Agreement license granted hereunder and refund any sums prepaid for the unexpired Term, if any, upon require the return or destruction the Software. (c) These indemnification provisions constitute Licensor’s sole liability, and certification Licensee's sole recourse, in the event of destruction) any infringement of third-party rights by Licensee’s use of the Software. This Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringement.

Licensor Indemnification. (a) Licensor will shall indemnify, defend defend, and hold OEM harmless Third Party Dealer from and against any and all actionslosses, proceedingsdamages, suitsliabilities, claims and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Third Party Dealer resulting from any third-party claim, suit, action, or demands proceeding (“Third- Party Claim”) that Third Party Dealer’s exercise of its rights under Section 2 in accordance with the Specifications, Documentation, and this Agreement infringes or misappropriates such third party’s US intellectual property rights, provided that Third Party Dealer promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. (b) If such a claim is made or appears possible, Third-Party Dealer agrees to permit Licensor, at Licensor’s sole discretion, to (i) modify or replace the Software or Documentation, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Third Party Dealer to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may be brought terminate this Agreement, in its entirety or instituted against OEM by any third party based with respect to the affected component or part, effective immediately on or arising out of allegations written notice to Third Party Dealer. (c) This Section 9.1 does not apply to the extent that OEM’s the alleged infringement arises from: (i) use of the Software in accordance combination with the terms of this Agreement infringes any third party Intellectual Property rights ("Claims"). Licensor’s foregoing defense and indemnity obligation shall data, software, hardware, equipment, or technology not extend to claims based on (i) unauthorized modification provided by Licensor or use of the Software made authorized by OEM or any third party other than by or with the approval of LicensorLicensor in writing; (ii) the combination of modifications to the Software with items not supplied made by Licensor or approved by Licensor for use with the Software in the Documentation to the extent such claim would not have arisen but for the combinationLicensor; (iii) open source software componentsuse of any version other than the most current version of the Software or Documentation delivered to Third Party Dealer; or (iv) OEM’s or End Customer’s use of any release of the Software other than the latest Version of the Software that has been commercially available for at least six (6) months prior to the date of assertion of such claim. As a condition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claim, grant Licensor sole control of the defense and/or settlement of any Claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the Software or part thereof becomes, or in Licensor’s opinion may become, subject to a Claim or OEM’s use thereof may be otherwise enjoined, Licensor may, at its option, either: (a) procure for OEM the right to continue using the Software; (b) replace or modify the Software, so that it is nonThird-infringing; or (c) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund any sums prepaid for the unexpired Term, if any, upon the return or destruction (and certification of destruction) of the Software. This Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringementParty Materials.

Licensor Indemnification. Licensor will indemnify, defend and hold OEM harmless against all actions, proceedings, suits, claims or demands that may be brought or instituted against OEM by any third party based on or arising out of allegations that OEM’s use of the Software in accordance with the terms of this Agreement infringes any third party Intellectual Property rights ("Claims"). Licensor’s foregoing defense and indemnity obligation shall not extend to claims based on (i) unauthorized modification or use of the Software made by OEM or any third party other than by or with the approval of Licensor; (ii) the combination of the Software with items not supplied by Licensor or approved by Licensor for use with the Software in the Documentation to the extent such claim would not have arisen but for the combination; (iii) open source software components; or (iv) OEM’s or End Customer’s use of any release of the Software other than the latest Version of the Software that has been commercially available for at least six (6) months prior to the date of assertion of such claim. As a condition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claim, grant Licensor sole control of the defense and/or settlement of any Claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the Software or part thereof becomes, or in Licensor’s opinion may become, subject to a Claim or OEM’s use thereof may be otherwise enjoined, Licensor may, at its option, either: (a) procure for OEM the right to continue using the Software; (b) replace or modify the Software, so that it is non-infringing; or (c) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund any sums prepaid for the unexpired Term, if any, upon the return or destruction (and certification of destruction) of the Software. This To the extent permitted by applicable law, this Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringement.

Licensor Indemnification. (a) Licensor will shall indemnify, defend defend, and hold OEM harmless Third Party Dealer from and against any and all actionslosses, proceedingsdamages, suitsliabilities, claims and costs (including reasonable attorneys’ fees) (“Losses”) incurred by Third Party Dealer resulting from any third-party claim, suit, action, or demands proceeding (“Third- Party Claim”) that Third Party Dealer’s exercise of its rights under Section 2 in accordance with the Specifications, Documentation, and this Agreement infringes or misappropriates such third party’s US intellectual property rights, provided that Third Party Dealer promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. (b) If such a claim is made or appears possible, Third Party Dealer agrees to permit Licensor, at Licensor’s sole discretion, to (i) modify or replace the Software or Documentation, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Third Party Dealer to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may be brought terminate this Agreement, in its entirety or instituted against OEM by any third party based with respect to the affected component or part, effective immediately on or arising out of allegations written notice to Third Party Dealer. (c) This Section 9.1 does not apply to the extent that OEM’s the alleged infringement arises from: (i) use of the Software in accordance combination with the terms of this Agreement infringes any third party Intellectual Property rights ("Claims"). Licensor’s foregoing defense and indemnity obligation shall data, software, hardware, equipment, or technology not extend to claims based on (i) unauthorized modification provided by Licensor or use of the Software made authorized by OEM or any third party other than by or with the approval of LicensorLicensor in writing; (ii) the combination of modifications to the Software with items not supplied made by Licensor or approved by Licensor for use with the Software in the Documentation to the extent such claim would not have arisen but for the combinationLicensor; (iii) open source software componentsuse of any version other than the most current version of the Software or Documentation delivered to Third Party Dealer; or (iv) OEM’s or End Customer’s use of any release of the Software other than the latest Version of the Software that has been commercially available for at least six (6) months prior to the date of assertion of such claim. As a condition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claim, grant Licensor sole control of the defense and/or settlement of any Claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the Software or part thereof becomes, or in Licensor’s opinion may become, subject to a Claim or OEM’s use thereof may be otherwise enjoined, Licensor may, at its option, either: (a) procure for OEM the right to continue using the Software; (b) replace or modify the Software, so that it is nonThird-infringing; or (c) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund any sums prepaid for the unexpired Term, if any, upon the return or destruction (and certification of destruction) of the Software. This Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringementParty Materials.

Licensor Indemnification. i. Licensor will shall indemnify, defend defend, and hold OEM harmless Licensee from and against any and all actionslosses, proceedingsdamages, suitsliabilities, claims and costs including reasonable attorneys' fees ("Losses") finally awarded against Licensee by a court of competent jurisdiction (or demands in a settlement agreement signed by Licensor) and resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Software or Documentation, or any use of the Software or Documentation in accordance with this Agreement, infringes or misappropriates such third party's Intellectual Property Rights, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. ii. If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole discretion, to (A) modify or replace the Software or Documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may be brought terminate the applicable Order Form, in its entirety or instituted against OEM by any third party based with respect to the affected component or part, effective immediately on or arising out of allegations written notice to Licensee. iii. This Section 10(a) will not apply to the extent that OEM’s the alleged infringement arises from: (A) use of the Software in accordance combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (B) modifications to the terms Software not made by Licensor; (C) use of this Agreement infringes any third party Intellectual Property rights ("Claims"). Licensor’s foregoing defense and indemnity obligation shall not extend to claims based on (i) unauthorized modification or use version other than the most current version of the Software made by OEM or any third party other than by or with the approval of Licensor; (ii) the combination of the Software with items not supplied by Licensor or approved by Licensor for use with the Software in the Documentation delivered to the extent such claim would not have arisen but for the combination; (iii) open source software componentsLicensee; or (ivD) OEM’s or End Customer’s use of any release of the Software other than the latest Version of the Software that has been commercially available for at least six (6) months prior to the date of assertion of such claim. As a condition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claim, grant Licensor sole control of the defense and/or settlement of any Claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the Software or part thereof becomes, or in Licensor’s opinion may become, subject to a Claim or OEM’s use thereof may be otherwise enjoined, Licensor may, at its option, either: (a) procure for OEM the right to continue using the Software; (b) replace or modify the Software, so that it is nonthird-infringing; or (c) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund any sums prepaid for the unexpired Term, if any, upon the return or destruction (and certification of destruction) of the Software. This Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringementparty products.

Licensor Indemnification. Licensor will shall indemnify, defend defend, and hold OEM harmless Licensee, Licensee’s Affiliates and each of their respective officers, directors, employees, agents, successors, and permitted assigns (each, a “Licensee Indemnitee”) from and against any and all actions, proceedings, suits, claims or demands that may be brought or instituted against OEM Losses incurred by Licensee Indemnitee resulting from any Action by a third party based on (other than an Affiliate of a Licensee Indemnitee) that Licensee’s or arising out of allegations that OEMan Authorized User’s use of the Software (excluding Licensee Data and Third-Party Materials) in accordance with the terms of this Agreement (including the Specifications) infringes any or misappropriates such third party Intellectual Property rights party’s United States patent, trademark or copyright in the Territory. The foregoing obligation does not apply to the extent that the alleged infringement arises from: ("Claims"). Licensor’s foregoing defense and indemnity obligation shall not extend to claims based on a) Third-Party Materials or Licensee Data; (ib) unauthorized modification combination, operation, or use of the Software made in or with, any technology (including any software, hardware, firmware, system, or network) or service not provided by OEM Licensor or any third party specified for Licensee’s use in the Documentation; (c) modification of the Software other than than: (i) by Licensor in connection with this Agreement; or with the approval of Licensor; (ii) the combination of the Software with items not supplied by Licensor or approved by Licensor for use Licensor’s express written authorization and in strict accordance with the Software in the Documentation to the extent such claim would not have arisen but for the combination; Licensor’s written directions and specifications; (iiid) open source software components; or (iv) OEM’s or End Customer’s use of any release version of the Software other than the latest Version most current version or failure to timely implement any Maintenance Release, modification, update, or replacement of the Software that has been commercially made available for at least six to Licensee by Licensor; (6e) months prior use of the Software after Licensor’s notice to the date of assertion Licensee of such claim. As activity’s alleged or actual infringement, misappropriation, or other violation of a condition third party’s rights; (f) negligence, abuse, misapplication, or misuse of the Software or Documentation by or on behalf of Licensee, Licensee’s Representatives, or a third party; (g) use of the Software or Documentation by or on behalf of Licensee that is outside the purpose, scope, or manner of use authorized by this Agreement or in any manner contrary to Licensor’s indemnity obligation OEM shall give Licensor prompt notice instructions; (h) events or circumstances outside of Licensor’s commercially reasonable control (including any Claimthird-party hardware, grant Licensor sole control of the defense and/or settlement of any Claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the Software or part thereof becomessoftware, or system bugs, defects, or malfunctions); or (i) act, omission, or other matter described in Licensor’s opinion may becomeSection 12.2, subject to a Claim whether or OEM’s use thereof may be otherwise enjoined, not the same results in any Action against or Losses by any Licensor may, at its option, either: (a) procure for OEM the right to continue using the Software; (b) replace or modify the Software, so that it is non-infringing; or (c) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund any sums prepaid for the unexpired Term, if any, upon the return or destruction (and certification of destruction) of the Software. This Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringementIndemnitee.