Common use of Mutual Indemnification Clause in Contracts

Mutual Indemnification. 10.1 We shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of a Sage Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify you from any damages, legal fees and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of such claim, provided you (a) promptly give us written notice of such claim; and (b) give us sole control of the defence and settlement of such claim (except that we may not settle such claim unless it unconditionally releases you of all liability); and (c) give us all reasonable assistance at our expense. If we receive information about an infringement claim related to a Sage Service, we may in our discretion and at no cost to you (i) modify the Sage Service so that it no longer infringes, without breaching our warranties under section 9.2; or (ii) obtain a license for your continued use of that Sage Service in accordance with this Agreement; or (iii) terminate your subscriptions for that Sage Service upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply to the extent such claim arises from Content, a Non-Sage Application, your breach of this Agreement or your continued use of the infringing element of the Sage Service after we have notified you not to use it. 10.2 You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Customer Data, or your use of any Sage Service or Content in breach of this Agreement, infringes such third party’s intellectual property rights or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of such claim, provided we (a) promptly give you written notice of such claim; (b) give you sole control of the defence and settlement of such claim (except that you may not settle such claim unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expense. 10.3 This section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section 10.

Mutual Indemnification. 10.1 We shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of a Sage Service Accounting in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify you from any damages, legal fees and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of such claim, provided you (a) promptly give us written notice of such claim; and (b) give us sole control of the defence and settlement of such claim (except that we may not settle such claim unless it unconditionally releases you of all liability); and (c) give us all reasonable assistance at our expense. If we receive information about an infringement claim related to a Sage ServiceAccounting , we may in our discretion and at no cost to you (i) modify the Sage Service Accounting so that it no longer infringes, without breaching our warranties under section 9.2; or (ii) obtain a license for your continued use of that Sage Service Accounting in accordance with this Agreement; or (iii) terminate your subscriptions subscription for that Sage Service Accounting (or the infringing part) upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptionssubscription. The above defence and indemnification obligations do not apply to the extent such claim arises from Content, a Non-Sage Application, your breach of this Agreement or your continued use of the infringing element of the Sage Service Accounting after we have notified you not to use it. 10.2 You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Customer Data, or your use of any Sage Service or Content Accounting in breach of this Agreement, infringes such third party’s intellectual property rights or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of such claim, provided we (a) promptly give you written notice of such claim; (b) give you sole control of the defence and settlement of such claim (except that you may not settle such claim unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expense. 10.3 This section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section 10.

Mutual Indemnification. 10.1 5.1. We shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of a Sage Service Bank Feeds in accordance with this Agreement agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify you from any damages, legal fees and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of such claim, provided you (a) promptly give us written notice of such claim; and (b) give us sole control of the defence and settlement of such claim (except that we may not settle such claim unless it unconditionally releases you of all liability); and (c) give us all reasonable assistance at our expense. If we receive information about an infringement claim related to a Sage ServiceBank Feeds, we may in our discretion and at no cost to you you (i) modify the Sage Service Bank Feeds so that it no longer infringes, without breaching our warranties under section 9.23.4 above; or (ii) obtain a license for your continued use of that Sage Service Bank Feeds in accordance with this Agreementagreement ; or (iii) terminate your subscriptions subscription for that Sage Service Bank Feeds upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptionssubscription. The above defence and indemnification obligations do not apply to the extent such claim arises from Content, a Non-Sage Application, your breach of this Agreement agreement or your continued use of the infringing element of the Sage Service Bank Feeds after we have notified you not to use it. 10.2 5.2. You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Bank Feeds Customer Data, or your use of any Sage Service or Content Bank Feeds in breach of this Agreementagreement, or your use of any information developed by us from our content licensors and provided to you in connection with Sage Bank Feeds in breach of this agreement , infringes such third party’s intellectual property rights or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-court- approved settlement of such claim, provided we (a) promptly give you written notice of such claim; (b) give you sole control of the defence and settlement of such claim (except that you may not settle such claim unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expense. If you are an Advisor you will also defend us against any claim, demand, suit or proceeding brought against us as a result of your breach of section 2.2 above or our withdrawal of your access to Sage Bank Feeds pursuant to section 5.12 below. 10.3 5.3. This section 10 5 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section 105.

Mutual Indemnification. 10.1 We shall 9.1 Indemnification by BP Logix. BP Logix will defend you Customer against any claim, demand, suit or proceeding made or brought against you Customer by a third party alleging that the use of a Sage any Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rightsrights (a “Claim Against Customer”), and will indemnify you Customer from any damages, legal attorney fees and costs finally awarded against you Customer as a result of, or for amounts paid by you Customer under a court-settlement approved settlement of such claimby BP Logix in writing of, a Claim Against Customer, provided you Customer (a) promptly give us gives BP Logix written notice of such claim; and the Claim Against Customer, (b) give us gives BP Logix sole control of the defence defense and settlement of such claim the Claim Against Customer (except that we BP Logix may not settle such claim any Claim Against Customer unless it unconditionally releases you Customer of all liability); , and (c) give us gives BP Logix all reasonable assistance assistance, at our BP Logix’s expense. If we receive BP Logix receives information about an infringement or misappropriation claim related to a Sage Service, we BP Logix may in our its discretion and at no cost to you Customer (i) modify the Sage Service Services so that it they are no longer infringesclaimed to infringe or misappropriate, without breaching our BP Logix’s warranties under section 9.2; or “BP Logix Warranties” above, (ii) obtain a license for your Customer’s continued use of that Sage Service in accordance with this Agreement; , or (iii) terminate your Customer’s subscriptions for that Sage Service upon 30 days’ written notice and refund you Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence defense and indemnification obligations do not apply to if (1) the extent allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by BP Logix, if the Services or use thereof would not infringe without such claim combination; (3) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (4) a Claim Against Customer arises from Content, a Non-Sage Application, your breach of this Agreement BP Logix Application or your continued use of the infringing element of the Sage Service after we have notified you not to use it. 10.2 You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Customer Data, or your use of any Sage Service or Content in Customer’s breach of this Agreement, infringes such third party’s intellectual property rights the Documentation or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of such claim, provided we (a) promptly give you written notice of such claim; (b) give you sole control of the defence and settlement of such claim (except that you may not settle such claim unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expenseOrder Forms. 10.3 This section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section 10.

Mutual Indemnification. 10.1 7.1 We shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of a Sage HandiTax Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify you from any damages, legal fees and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of such claim, provided you (a) promptly give us written notice of such claim; and (b) give us sole control of the defence and settlement of such claim (except that we may not settle such claim unless it unconditionally releases you of all liability); and (c) give us all reasonable assistance at our expense. If we receive information about an infringement claim related to a Sage HandiTax Service, we may in our discretion and at no cost to you (i) modify the Sage HandiTax Service so that it no longer infringes, without breaching our warranties under section 9.2,; or (ii) obtain a license for your continued use of that Sage HandiTax Service in accordance with this Agreement; or (iii) terminate your subscriptions for that Sage HandiTax Service upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply to the extent such claim arises from Content, a Non-Sage Application, your breach of this Agreement or your continued use of the infringing element of the Sage HandiTax Service after we have notified you not to use it. 10.2 7.2 You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Customer Data, or your use of any Sage HandiTax Service or Content in breach of this Agreement, infringes such third party’s intellectual property rights or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of such claim, provided we (a) promptly give you written notice of such claim; (b) give you sole control of the defence and settlement of such claim (except that you may not settle such claim unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expense. 10.3 This section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section 10.this

Mutual Indemnification. 10.1 We shall 8.1 Indemnification by Qualys. Qualys will defend you Customer against any claim, demand, suit or proceeding made or brought against you Customer by a third party alleging that the use of a Sage Service in accordance with this Agreement any Cloud Services or Software infringes or misappropriates such third party’s intellectual property rightsrights (a “Claim Against Customer”), and will indemnify you Customer from any damages, legal attorney fees and costs finally awarded against you Customer as a result of, or for amounts paid by you Customer under a court-settlement approved settlement of such claimby Qualys in writing of, a Claim Against Customer, provided you Customer (a) promptly give us gives Qualys written notice of such claim; and the Claim Against Customer, (b) give us gives Qualys sole control of the defence defense and settlement of such claim the Claim Against Customer (except that we Qualys may not settle such claim any Claim Against Customer unless it unconditionally releases you Customer of all liability); , and (c) give us gives Qualys all reasonable assistance assistance, at our Qualys’ expense. If we receive Qualys receives information about an infringement or misappropriation claim related to a Sage Servicethe Cloud Services or Software and in addition to the defense and indemnification obligations set forth herein, we Qualys may in our its discretion and at no cost to you Customer (i) modify the Sage Service Cloud Services or Software so that it is no longer infringesclaimed to infringe or misappropriate, without breaching our Qualys’ warranties under section 9.2; or “Qualys Warranties” above, (ii) obtain a license for your Customer’s continued use of that Sage Service the Cloud Services or Software in accordance with this Agreement; , or (iii) terminate your Customer’s subscriptions for that Sage Service Cloud Services or Software immediately upon 30 days’ written notice and refund you Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence defense and indemnification obligations do not apply to the extent such claim a Claim Against Customer arises from Content, a Non-Sage Application, your Customer’s breach of this Agreement Agreement, the Documentation or your continued use of applicable Order Forms. This Section 8.1 section states Customer’s sole and exclusive remedy for intellectual property claims relating to the infringing element of the Sage Service after we have notified you not to use itCloud Services or Software. 10.2 You 8.2 Indemnification by Customer. Customer will defend us Qualys against any claim, demand, suit or proceeding made or brought against us Qualys by a third party alleging that Customer Data, or your arising from Customer’s use of any Sage Service or Content the Cloud Services in breach of this AgreementSection 3.3(vii), infringes such third party’s intellectual property rights or violates not in accordance with applicable law, (a “Claim Against Qualys”), and will indemnify us Qualys from any damages, attorney fees and costs finally awarded against us Qualys as a result of, or for any amounts paid by us Qualys under a court-settlement approved settlement of such claimby Customer in writing of, a Claim Against Qualys, provided we Qualys (a) promptly give you gives Customer written notice of such claim; the Claim Against Qualys, (b) give you gives Customer sole control of the defence defense and settlement of such claim the Claim Against Qualys (except that you Customer may not settle such claim any Claim Against Qualys unless it unconditionally releases us Qualys of all liability), and (c) give you gives Customer all reasonable assistance, at your Customer’s expense. 10.3 This section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section 10.

Mutual Indemnification. 10.1 We shall 8.1. Indemnification by FairWarning. FairWarning will defend you Customer against any claim, demand, suit or proceeding made or brought against you Customer by a third party alleging alleging: (1) that the use of a Sage Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rightsrights or violates applicable law; and (2) FairWarning’s gross negligence or willful misconduct (a “Claim Against Customer”), and will indemnify you Customer from any damages, legal attorney fees and costs finally awarded against you Customer as a result of, or for amounts paid by you Customer under a court-approved settlement of such claimof, a Claim Against Customer, provided you Customer (a) promptly give us gives FairWarning written notice of such claim; and the Claim Against Customer, (b) give us gives FairWarning sole control of the defence defense and settlement of such claim the Claim Against Customer (except that we FairWarning may not settle such claim any Claim Against Customer unless it unconditionally releases you Customer of all liability), (c) gives FairWarning all reasonable assistance, at FairWarning’s expense; and (cd) give us all reasonable assistance at our expensethe Claim Against Customer does not arise in connection with the combination, operation, or use of the Services with third party software services or other products or materials not furnished or authorized by FairWarning, failure by Customer to timely implement any updates made available to Customer by or on behalf of FairWarning, or Customer or Customer’s Users violation of this Agreement. If we receive FairWarning receives information about an infringement or misappropriation claim related to a Sage Service, we FairWarning may in our its discretion and at no cost to you Customer (i) modify the Sage Service so that it no longer infringesinfringes or misappropriates, without breaching our FairWarning’s warranties under section 9.2; or Section 7.2 (FairWarning Warranties), (ii) obtain a license for your Customer’s continued use of that Sage Service in accordance with this Agreement; , or (iii) terminate your Customer’s subscriptions for that Sage Service upon 30 thirty (30) days’ written notice and refund you Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence defense and indemnification obligations do not apply to the extent such claim a Claim Against Customer arises from Content, a Non-Sage Application, your breach of this Agreement or your continued use of the infringing element of the Sage Service after we have notified you not to use it. 10.2 You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Customer Data, software (including on a contributory basis) or your use of any Sage Service or Content in Customer’s breach of this Agreement, infringes such third party’s intellectual property rights or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of such claim, provided we (a) promptly give you written notice of such claim; (b) give you sole control of the defence and settlement of such claim (except that you may not settle such claim unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expense. 10.3 . This section 10 Section 8.1 states the indemnifying partyFairWarning’s sole liability to, to Customer and the indemnified partyCustomer’s exclusive remedy against, the other party for any type of claim described in this section 10against FairWarning with respect to intellectual property claims.

Mutual Indemnification. 10.1 9.1. Indemnification by Us. We shall will defend you You against any claim, demand, suit or proceeding made or brought against you You by a third party alleging that the use of a Sage Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rightsrights (a “Claim Against You”), and will indemnify you You from any damages, legal attorney fees and costs finally awarded against you You as a result of, or for amounts paid by you You under a court-approved settlement of such claimof, a Claim Against You, provided you You (a) promptly give us Us written notice of such claim; and the Claim Against You, (b) give us Us sole control of the defence defense and settlement of such claim the Claim Against You (except that we We may not settle such claim any Claim Against You unless it unconditionally releases you You of all liability); , and (c) give us Us all reasonable assistance assistance, at our Our expense. If we We receive information about an infringement or misappropriation claim related to a Sage Service, we We may in our Our discretion and at no cost to you You (i) modify the Sage Service so that it no longer infringesinfringes or misappropriates, without breaching our Our warranties under section 9.2; or Section 8.2 (Our Warranties), (ii) obtain a license for your Your continued use of that Sage Service in accordance with this Agreement; , or (iii) terminate your Your subscriptions for that Sage Service upon 30 days’ written notice and refund you You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence defense and indemnification obligations do not apply to the extent such claim a Claim Against You arises from ContentYour content, a Nonany non-Sage Application, your breach of this Agreement BoardBookit product and/or service or your continued use of the infringing element of the Sage Service after we have notified you not to use it. 10.2 You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Customer Data, or your use of any Sage Service or Content in Your breach of this Agreement, infringes such third party’s intellectual property rights or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of such claim, provided we (a) promptly give you written notice of such claim; (b) give you sole control of the defence and settlement of such claim (except that you may not settle such claim unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expense. 10.3 This section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section 10.

Mutual Indemnification. 10.1 Indemnification by Us: We shall defend you and hold You harmless from and against any claim, demand, suit suit, or proceeding ("Claim") made or brought against you You by a third party alleging that the use of a Sage Service in accordance with this Agreement the Services as permitted hereunder infringes or misappropriates such the intellectual property rights of a third party’s intellectual property rights, and will shall indemnify you from You for any damages, legal fees and costs damages finally awarded against you as a result ofagainst, or and for amounts paid by you under a court-approved settlement of reasonable attorney’s fees incurred by, You in connection with any such claimClaim; provided, provided you that You (a) promptly give us Us written notice of such claimthe Claim; and (b) give us Us sole control of the defence defense and settlement of such claim the Claim (except provided that we We may not settle such claim any Claim without your consent unless it the settlement unconditionally releases you You of all liability); and (c) give us provide to Us all reasonable assistance assistance, at our Our expense. If we receive information about an infringement claim related to a Sage Service, we may in our discretion Indemnification by You: You shall defend and at no cost to you (i) modify the Sage Service so that it no longer infringes, without breaching our warranties under section 9.2; or (ii) obtain a license for your continued use of that Sage Service in accordance with this Agreement; or (iii) terminate your subscriptions for that Sage Service upon 30 days’ written notice hold Us harmless from and refund you any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply to the extent such claim arises from Content, a Non-Sage Application, your breach of this Agreement or your continued use of the infringing element of the Sage Service after we have notified you not to use it. 10.2 You will defend us against any claim, demand, suit or proceeding Claim made or brought against us by Us relating to any of the following: (i) a third party alleging that Customer Your Data, or your Your use of any Sage Service or Content the Services in breach violation of this Agreement, infringes such third party’s or misappropriates the intellectual property rights of a third party or violates applicable law, (ii) your modification of Our products or services, (iii) any breach by You of this agreement, (iv) any omission, misrepresentation, or negligence by You, (v) any damages to third parties caused by Our products or services that are sold or resold by you in breach of this agreement, or (vi) your failure to abide by all applicable laws or regulations, and will shall indemnify us from Us for any damages, attorney fees and costs damages finally awarded against us as a result ofagainst, or and for reasonable attorney’s fees incurred by, Us in connection with any amounts paid by us under a court-approved settlement of such claimClaim; provided, provided we that We (a) promptly give you You written notice of such claimthe Claim; (b) give you You sole control of the defence defense and settlement of such claim the Claim (except provided that you You may not settle such claim any Claim unless it the settlement unconditionally releases us release Us of all liability), ; and (c) give you provide to You all reasonable assistance, at your Our expense. 10.3 . Exclusive Remedy: This section 10 Section B.9 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim Claim described in this section 10Section.

Mutual Indemnification. 10.1 We shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of a Sage Service One in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify you from any damages, legal fees and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of such claim, provided you (a) promptly give us written notice of such claim; and (b) give us sole control of the defence and settlement of such claim (except that we may not settle such claim unless it unconditionally releases you of all liability); and (c) give us all reasonable assistance at our expense. If we receive information about an infringement claim related to a Sage ServiceOne , we may in our discretion and at no cost to you (i) modify the Sage Service One so that it no longer infringes, without breaching our warranties under section 9.2; or (ii) obtain a license for your continued use of that Sage Service One in accordance with this Agreement; or (iii) terminate your subscriptions subscription for that Sage Service One (or the infringing part) upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptionssubscription. The above defence and indemnification obligations do not apply to the extent such claim arises from Content, a Non-Sage Application, your breach of this Agreement or your continued use of the infringing element of the Sage Service One after we have notified you not to use it. 10.2 You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Customer Data, or your use of any Sage Service or Content One in breach of this Agreement, infringes such third party’s intellectual property rights or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of such claim, provided we (a) promptly give you written notice of such claim; (b) give you sole control of the defence and settlement of such claim (except that you may not settle such claim unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expense. 10.3 This section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section 10.

Mutual Indemnification. 10.1 5.1 We shall defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that the use of a Sage Service Bank Feeds in accordance with this Agreement agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify you from any damages, legal fees and costs finally awarded against you as a result of, or for amounts paid by you under a court-approved settlement of such claim, provided you (a) promptly give us written notice of such claim; and (b) give us sole control of the defence and settlement of such claim (except that we may not settle such claim unless it unconditionally releases you of all liability); and (c) give us all reasonable assistance at our expense. If we receive information about an infringement claim related to a Sage ServiceBank Feeds, we may in our discretion and at no cost to you (i) modify the Sage Service Bank Feeds so that it no longer infringes, without breaching our warranties under section 9.23.4 above; or (ii) obtain a license for your continued use of that Sage Service Bank Feeds in accordance with this Agreementagreement ; or (iii) terminate your subscriptions subscription for that Sage Service Bank Feeds upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptionssubscription. The above defence and indemnification obligations do not apply to the extent such claim arises from Content, a Non-Sage Application, your breach of this Agreement agreement or your continued use of the infringing element of the Sage Service Bank Feeds after we have notified you not to use it. 10.2 5.2 You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Bank Feeds Customer Data, or your use of any Sage Service or Content Bank Feeds in breach of this Agreementagreement, or your use of any information developed by us from our content licensors and provided to you in connection with Sage Bank Feeds in breach of this agreement , infringes such third party’s intellectual property rights or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of such claim, provided we (a) promptly give you written notice of such claim; (b) give you sole control of the defence and settlement of such claim (except that you may not settle such claim unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expense. If you are an Advisor you will also defend us against any claim, demand, suit or proceeding brought against us as a result of your breach of section 2.2 above or our withdrawal of your access to Sage Bank Feeds pursuant to section 5.12 below. 10.3 5.3 This section 10 5 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section 105.

Mutual Indemnification. 10.1 Indemnification by Us. We shall defend you You against any claim, demand, suit suit, or proceeding made or brought against you You by a third party alleging that the use of a Sage Service in accordance with this Agreement the Purchased Marketing Cloud Services as permitted hereunder infringes or misappropriates such third party’s the intellectual property rightsrights of a third party (a “Claim Against You”), and will shall indemnify you from You for any damages, legal attorney fees and costs finally awarded against you You as a result of, or and for amounts paid by you You under a court-court approved settlement of such claimof, a Claim Against You; provided you that You: (a) promptly give us Us written notice of such claimthe Claim Against You; and (b) give us Us sole control of the defence defense and settlement of such claim the Claim Against You (except provided that we We may not settle such claim any Claim Against You unless it the settlement unconditionally releases you You of all liability); and (c) give us provide to Us all reasonable assistance assistance, at our Our expense. If we We receive information about regarding an infringement , misappropriation or other claim related to a Sage Service, we We may in our discretion Our discretion, and at no cost to you (i) modify the Sage Service Marketing Cloud Services, so that it they no longer infringesinfringe misappropriate or give rise to any other claim, without breaching our Our warranties under section 9.2; or “Our Warranties” above, (ii) obtain a license for your Your continued use of that Sage Service the subject Marketing Cloud Services in accordance with this Agreement; or , (iii) terminate your Your subscriptions for that Sage Service such Marketing Cloud Services upon 30 days’ written notice and refund you to You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence and indemnification obligations do not apply , or (iv) require You to immediately, upon receipt of notice from Us, discontinue all use of any Indexed Content or Your Data that may be related to an actual or potential infringement, misappropriation or other claim, to the extent not prohibited by law, delete from Your systems any such claim Indexed Content or delete or permit Us to delete from the Marketing Cloud Services, any of Your Data, in each case within five days of receipt of notice from Us. You shall, if so requested by Us, certify such deletion and discontinuance of use in writing. We shall be authorized to provide a copy of such certification to the third party claimant. We shall have no obligation to indemnify You to the extent any Claim Against You arises from Indexed Content, a NonThird-Sage ApplicationParty Social Platform, your Your breach of the terms of this Agreement or your continued use actions of the infringing element of the Sage Service after we have notified you not to use it. 10.2 You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Customer Data, or your use of any Sage Service or Content in breach of this Agreement, infringes such third party’s intellectual property rights or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of such claim, provided we (a) promptly give you written notice of such claim; (b) give you sole control of the defence and settlement of such claim (except that you may not settle such claim unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expensehosting provider. 10.3 This section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section 10.

Mutual Indemnification. 10.1 We shall 9.1 Indemnification by Xxxxx. Xxxxx will defend you Customer against any claim, demand, suit or proceeding made or brought against you Customer by a third party alleging that the use of a Sage any Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rightsrights (a “Claim Against Customer”), and will indemnify you Customer from any damages, legal reasonable attorney fees and costs finally awarded against you Customer as a result of, or for amounts paid by you Customer under a court-settlement approved settlement of such claimby Xxxxx in writing of, a Claim Against Customer, provided you Customer (a) promptly give us gives Xxxxx written notice of such claim; and the Claim Against Customer, (b) give us gives Belle sole control of the defence defense and settlement of such claim the Claim Against Customer (except that we Xxxxx may not settle such claim any Claim Against Customer unless it unconditionally releases you Customer of all liability); , and (c) give us gives Xxxxx all reasonable assistance assistance, at our Xxxxx’s expense. If we receive Xxxxx receives information about an infringement or misappropriation claim related to a Sage Service, we Belle may in our its discretion and at no cost to you Customer (i) modify the Sage Service Services so that it they are no longer infringesclaimed to infringe or misappropriate, without breaching our Belle’s warranties under section 9.2; or “Belle Warranties” above, (ii) obtain a license for your Customer’s continued use of that Sage Service in accordance with this Agreement; , or (iii) terminate your Customer’s subscriptions for that Sage Service upon 30 days’ written notice and refund you Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence defense and indemnification obligations do not apply to if (I) the extent allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Belle, if the Services or use thereof would not infringe without such claim combination; (III) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (IV) a Claim against Customer arises from Content, a Non-Sage Application, your breach of this Agreement Belle Application or your continued use of the infringing element of the Sage Service after we have notified you not to use it. 10.2 You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Customer Data, or your use of any Sage Service or Content in Customer’s breach of this Agreement, infringes such third party’s intellectual property rights the Documentation or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of such claim, provided we (a) promptly give you written notice of such claim; (b) give you sole control of the defence and settlement of such claim (except that you may not settle such claim unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expenseOrder Forms. 10.3 This section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section 10.

Mutual Indemnification. 10.1 We shall 9.1 Indemnification by ARX NIMBUS, LLC. ARX NIMBUS, LLC will defend you Customer against any claim, demand, suit or proceeding made or brought against you Customer by a third party alleging that the use of a Sage any Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rightsrights (a “Claim Against Customer”), and will indemnify you Customer from any damages, legal attorney fees and costs finally awarded against you Customer as a result of, or for amounts paid by you Customer under a court-settlement approved settlement of such claimby ARX NIMBUS, LLC in writing of, a Claim Against Customer, provided you Customer (a) promptly give us gives ARX NIMBUS, LLC written notice of such claim; and the Claim Against Customer, (b) give us gives ARX NIMBUS, LLC sole control of the defence defense and settlement of such claim the Claim Against Customer (except that we ARX NIMBUS, LLC may not settle such claim any Claim Against Customer unless it unconditionally releases you Customer of all liability); , and (c) give us gives ARX NIMBUS, LLC all reasonable assistance assistance, at our ARX NIMBUS, LLC’s expense. If we receive ARX NIMBUS, LLC receives information about an infringement or misappropriation claim related to a Sage Service, we ARX NIMBUS, LLC may in our its discretion and at no cost to you Customer (i) modify the Sage Service Services so that it they are no longer infringesclaimed to infringe or misappropriate, without breaching our ARX NIMBUS, LLC’s warranties under section 9.2; or “Thrivaca™ Warranties” above, (ii) obtain a license for your Customer’s continued use of that Sage Service in accordance with this Agreement; , or (iii) terminate your Customer’s subscriptions for that Sage Service upon 30 days’ written notice and refund you Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defence defense and indemnification obligations do not apply to if (1) the extent allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Thrivaca™, if the Services or use thereof would not infringe without such claim combination; (3) a Claim Against Customer arises from Services under an Order Form for which there is no charge; or (4) a Claim against Customer arises from Content, a Non-Sage Application, your breach of this Agreement Thrivaca™ Application or your continued use of the infringing element of the Sage Service after we have notified you not to use it. 10.2 You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that Customer Data, or your use of any Sage Service or Content in Customer’s breach of this Agreement, infringes such third party’s intellectual property rights the Documentation or violates applicable law, and will indemnify us from any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of such claim, provided we (a) promptly give you written notice of such claim; (b) give you sole control of the defence and settlement of such claim (except that you may not settle such claim unless it unconditionally releases us of all liability), and (c) give you all reasonable assistance, at your expenseOrder Forms. 10.3 This section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section 10.