Common use of PATENT AND COPYRIGHT INDEMNIFICATION Clause in Contracts

PATENT AND COPYRIGHT INDEMNIFICATION. Subject to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as it is based on a claim that the Licensed Product delivered hereunder infringes any United States copyright. However, and subject to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion may, at its option and expense, (a) replace or modify the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination of the Licensed Product delivered hereunder with any software or device not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusion.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject Motorola agrees to the limitation of liability set forth in Section 9 belowdefend, Syncfusion shall defend at its expense, any action, suit, or proceeding brought suits against Customer insofar as it is Iridium based on upon a claim that any Subscriber Device furnished hereunder directly infringe a patent or copyright in the Licensed Product delivered hereunder infringes any United States copyright. HoweverGateway Operator's Marketing Area where Iridium sells the Subscriber Device and to pay costs, fines, and subject damages finally awarded in any such suit, provided that Motorola is notified promptly in writing of the suit and at Motorola's request and at its expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any Subscriber Devices furnished hereunder is enjoined as a result of such suit, Motorola at its option and at no expense to Iridium, will obtain for Iridium the limitation right to use or sell said Subscriber Device or will substitute an equivalent Device reasonably acceptable to Iridium and extend this indemnity thereto or will accept the return of liability set forth in Section 9 belowthe Subscriber Device and reimburse Iridium the purchase price therefor, Syncfusion’s less a reasonable charge for reasonable wear and tear. This indemnity hereunder does not extend to any claims of suit based upon any infringement or misappropriation alleged infringement of any patent, trade secret, trademark, patent or other intellectual property rights, Customer acknowledges and agrees that copyright by the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution alteration of any such claims before a court Subscriber Devices furnished by Motorola or by the combination of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion may, at its option Subscriber Devices furnished by Motorola and expense, (a) replace or modify the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not other elements nor does it extend to any infringement Subscriber Devices of Iridium's design or claim thereof which is based upon (i) formula. The foregoing states the combination entire liability of the Licensed Product delivered hereunder with any software Motorola for patent or device not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusioncopyright infringement. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO IRIDIUM ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject LICENSOR at its own expense will defend any action brought against LICENSEE to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as extent that it is based on a claim that any Licensed Program used within the scope of the license hereunder infringes a United States patent or copyright, provided: LICENSEE notifies LICENSOR promptly in writing of the action (and all prior claims relating to such action) and LICENSOR has sole control of the defense and all negotiations for the settlement or compromise. In the event any Licensed Programs become, or in LICENSOR's opinion are likely to become, the subject of a claim of infringement of a patent or copyright, LICENSOR may at its option either secure the LICENSEE's right to continue using the Licensed Product delivered hereunder infringes any United States copyrightPrograms, replace or modify them to make them non-infringing, or if neither of the foregoing alternatives is reasonably available to LICENSOR, discontinue the Licensed program upon one month's written notice. HoweverIf, however, the Licensed Program is not the subject of a claim of patent or copyright infringement, LICENSEE may notify LICENSOR in writing during the one month after LICENSOR's notice of discontinuance that LICENSEE elects to continue to be licensed with respect to the Licensed Program until there has been an injunction or the claim has been withdrawn, and subject agrees to undertake at LICENSEE's expense the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation defense' of any patentaction against LICENSEE and to indemnify LICENSOR with respect to all costs, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writingdamages, and upon Customer granting Syncfusion full authority, information, and assistance (attorney's fees attributable to such continued use after such notice is given to LICENSOR; it being understood that LICENSOR may participate at Syncfusion’s expense, up to the limitation of liability) for its expense in the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but action if such claim is against LICENSOR. LICENSOR shall not be responsible have no Liability for any compromise made without its consent. Syncfusion may, at its option and expense, (a) replace claim of copyright or modify the Licensed Product so that patent infringement will not exist or (b) refund to Customer prepaid License Fees based on use of other than a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination current unaltered release of the Licensed Product delivered hereunder with any software or device not supplied Program available from LICENSOR if such infringement would have been avoided by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the use of a current unaltered release of the Licensed Product not performed by Syncfusion.Program available from LICENSOR. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF

PATENT AND COPYRIGHT INDEMNIFICATION. Subject to the limitation of liability set forth in Section 9 belowNLT shall, Syncfusion shall at its own expense, defend any action, suit, or proceeding brought suit instituted against Customer insofar as it Dealer which is based on an allegation that any Products manufactured by NLT and sold to Dealer hereunder constitute an infringement of any patent or copyright of a third party and shall indemnify Dealer against the cost of any settlement or any award of damage and costs made against Dealer by a final judgment of a court of last resort such settlement or award is based upon a claim that the Licensed any such Product delivered hereunder infringes any United States copyright. Howeverpatent or copyright of a third party, and subject to the limitation provided that Dealer gives NLT immediate notice, in writing, of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any notice or claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that permits NLT through NLT's counsel to defend the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, same and upon Customer granting Syncfusion full authority, gives NLT all available information, assistance and assistance (at Syncfusion’s expense, up authority to the limitation of liability) for enable NLT to assume such defense. NLT shall control the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before suit, including appeals from any judgment therein and any negotiations for the settlement or compromise thereof with full authority to enter into a court of competent jurisdictionbinding settlement or compromise. In the event that any Future Product is held to infringe and its use is enjoined, but shall not be responsible for any compromise made without its consent. Syncfusion mayNLT shall, at its option and expense, (ai) procure for Dealer the right to continue using such Product, (ii) provide the necessary parts and documentation to replace or modify the Licensed such Product so that infringement will not exist it no longer infringes, or (biii) refund grant Dealer a credit for such Future Product upon its return to Customer prepaid License Fees on a pro-rata basisNLT allowing for reasonable depreciation for use. Notwithstanding the foregoingprovisions of this Section, Syncfusion’s indemnification hereunder NLT shall not extend have no liability whatsoever to Dealer with respect to any patent or copyright infringement or claim thereof which is based upon or arises out of (i) the use of any Product in combination of the Licensed Product delivered hereunder with any software an apparatus or device not manufactured or supplied by Syncfusion; NLT, if such combination causes or contributes to the infringement, (ii) the use of any specifications provided to Syncfusion by Customer; Product in a manner for which it was neither designed nor contemplated, or (iii) modifications any modification of any Product by Dealer or any third party which causes the Product to become infringing. This Section states the Licensed Product not performed by Syncfusionentire liability of NLT for or arising out of any patent or copyright infringement or claim thereof with respect to Products furnished to Dealer under this Agreement.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, suit or proceeding brought against Customer insofar in so far as it is based on a claim that the Licensed Product delivered hereunder infringes any United States copyright. However, and subject Subject to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of patent infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under unless otherwise set forth in an addendum to this Agreement is SyncfusionAgreement. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, information and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, liability Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion may, at its option and expense, (a) replace or modify the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon upon: (i) the combination of the Licensed Product delivered hereunder with any software or device not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusion.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject LICENSOR at its own expense will defend any action brought against LICENSEE to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as extent that it is based on a claim that any Licensed Program used within the scope of the license hereunder infringes a United States patent or copyright, provided: LICENSEE notifies LICENSOR promptly in writing of the action (and all prior claims relating to such action) and LICENSOR has sole control of the defense and all negotiations for the settlement or compromise. In the event any Licensed Programs become, or in LICENSOR's opinion are likely to become, the subject of a claim of infringement of a patent or copyright, LICENSOR may at its option either secure the LICENSEE's right to continue using the Licensed Product delivered hereunder infringes any United States copyrightPrograms, replace or modify them to make them non-infringing, or if neither of the foregoing alternatives is reasonably available to LICENSOR, discontinue the Licensed program upon one month's written notice. HoweverIf, and however, the Licensed Program is not the subject of a claim of patent or copyright infringement, LICENSEE may notify LICENSOR in writing during the one mouth after LICENSOR's notice of discontinuance that LICENSEE elects to continue to be licensed with respect to the limitation of liability set forth Licensed Program until there has been in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement injunction or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges the claim has been withdrawn. and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (to undertake at Syncfusion’s expense, up to the limitation of liability) for LICENSEE's expense the defense of any action against LICENSEE and to indemnify LICENSOR with respect to all costs, damages, and attorney's fees attributable to such claim. Subject continued use after such notice is given to LICENSOR; it being understood that LICENSOR may participate at its expense in the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution defense of any such claims before a court of competent jurisdiction, but action if such claim is against LICENSOR. LICENSOR shall not be responsible have no liability for any compromise made without its consent. Syncfusion may, at its option and expense, (a) replace claim of copyright or modify the Licensed Product so that parent infringement will not exist or (b) refund to Customer prepaid License Fees based on use of other than a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination current unaltered release of the Licensed Product delivered hereunder with any software or device not supplied Program available from LICENSOR if such infringement would have been avoided by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the use of a current unaltered release of the Licensed Product not performed by SyncfusionProgram available from LICENSOR. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject LICENSOR at its own expense will defend any action brought against LICENSEE to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as extent that it is based on a claim that any Licensed Program used within the scope of the license hereunder infringes a United States patent or copyright, provided: LICENSEE notifies LICENSOR promptly in writing of the action (and all prior claims relating to such action) and LICENSOR has sole control of the defense and all negotiations for the settlement or compromise. In the event any Licensed Programs become, or in LICENSOR's opinion are likely to become, the subject of a claim of infringement of a patent or copyright, LICENSOR may at its option either secure the LICENSEE's right to continue using the Licensed Product delivered hereunder infringes any United States copyrightPrograms, replace or modify them to make them non-infringing, or if neither of the foregoing alternatives is reasonably available to LICENSOR, discontinue the Licensed Program upon one month's notice. HoweverIf, however, the Licensed Program is not the subject of a claim of patent or copyright infringement, LICENSEE may notify LICENSOR in writing during the one month after LICENSOR's notice of discontinuance that LICENSEE elects to continue to be licensed with respect to the Licensed Program until there has been an injunction or the claim has been withdrawn, and subject agrees to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (undertake at Syncfusion’s expense, up to the limitation of liability) for LICENSEE's expense the defense of any action against LICENSEE and to indemnify LICENSOR with respect to all costs, damages, and attorney's fees attributable to such claim. Subject continued use after such notice is given to LICENSOR; it being understood that LICENSOR may participate at its expense in the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution defense of any such claims before a court of competent jurisdiction, but action if such claim is against LICENSOR. LICENSOR shall not be responsible have no liability for any compromise made without its consent. Syncfusion may, at its option and expense, (a) replace or modify the Licensed Product so that claim of copyright of patent infringement will not exist or (b) refund to Customer prepaid License Fees based on use of other than a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination current unaltered release of the Licensed Product delivered hereunder with any software or device not supplied Program available from LICENSOR if such infringement would have been avoided by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the use of a current unaltered release of the Licensed Product not performed by SyncfusionProgram available from LICENSOR. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject to the limitation of liability set forth in Section 9 below, Syncfusion (a) IGT shall defend any action, suit, suit or proceeding brought against Customer insofar as CZO to the extent it is based on a claim that the Licensed Product delivered hereunder IGT manufactured product directly infringes any a patent or copyright issued by the United States copyright. However, States; provided IGT is notified promptly in writing and subject to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full given authority, information, information and assistance (at Syncfusion’s IGT's expense, up to the limitation of liability) for the defense of such claimthe suit or proceeding. Subject to the limitation of liability, Syncfusion IGT shall pay all damages and costs finally awarded therein against CustomerCZO in such suit or proceeding or settlement, subject to if IGT has been given full control of the limitation defense and the negotiations for settlement, if any, of liability the suit or proceeding (any settlement shall require the consent of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but CZO which shall not be responsible for unreasonably withheld). If any compromise made without its consent. Syncfusion IGT manufactured product is held in such suit or proceeding directly to infringe a patent or copyright of the United States, or is, in IGT's opinion, likely to be held directly to infringe such a patent or copyright, IGT may, at its option and expense, in the following order (a) replace or modify procure for CZO the Licensed Product so that infringement will not exist or right to continue using said product, (b) replace the product with non-infringing product, (c) modify the product so that it becomes a non-infringing product, or (d) require return of the product and refund the purchase price for the product (less a deduction for depreciation equal to Customer prepaid License Fees on a proone and two-rata basisthirds percent (1.67%) of the purchase price for each full month since the date of shipment of the product). Notwithstanding IGT shall have no liability to CZO if the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (ia) the combination use of the Licensed Product delivered hereunder product in combination with any other products, devices or software or device which are not supplied furnished to CZO by Syncfusion; IGT, (iib) any specifications provided to Syncfusion modification of the product by Customer; other than IGT or (iiic) modifications to use of the Licensed Product not performed by Syncfusionproduct as part of any infringing process, apparatus or product. THIS SECTION STATES THE ENTIRE LIABILITY OF IGT FOR PATENT OR COPYRIGHT INFRINGEMENT.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject LICENSOR at its own expense will defend any action brought against LICENSEE to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as extent that it is based on a claim that any Licensed Program used within the scope of the license hereunder infringes a United States patent or copyright, provided: LICENSEE notifies LICENSOR promptly in writing of the action (and all prior claims relating to such action) and LICENSOR has sole control of the defense and all negotiations for the settlement or compromise. In the event any Licensed Programs become, or in LICENSOR's opinion are likely to become, the subject of a claim of infringement of a patent or copyright, LICENSOR may at its option either secure the LICENSEE's right to continue using the Licensed Product delivered hereunder infringes any United States copyrightPrograms, replace or modify them to make them non-infringing, or if neither of the foregoing alternatives is reasonably available to LICENSOR, discontinue the Licensed program upon one month's written notice. HoweverIf, however, the Licensed Program is not the subject of a claim of patent or copyright infringement, LICENSEE may notify LICENSOR in writing during the one month after LICENSOR's notice of discontinuance that LICENSEE elects to continue to be licensed with respect to the Licensed Program until there has been an injunction or the claim has been withdrawn, and subject agrees to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (undertake at Syncfusion’s expense, up to the limitation of liability) for LICENSEE's expense the defense of any action against LICENSEE and to indemnify LICENSOR with respect to all costs, damages, and attorney's fees attributable to such claim. Subject continued use after such notice is given to LICENSOR; it being understood that LICENSOR may participate at its expense in the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution defense of any such claims before a court of competent jurisdiction, but action if such claim is against LICENSOR. LICENSOR shall not be responsible have no Liability for any compromise made without its consent. Syncfusion may, at its option and expense, (a) replace claim of copyright or modify the Licensed Product so that patent infringement will not exist or (b) refund to Customer prepaid License Fees based on use of other than a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination current unaltered release of the Licensed Product delivered hereunder with any software or device not supplied Program available from LICENSOR if such infringement would have been avoided by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the use of a current unaltered release of the Licensed Product not performed by Syncfusion.Program available from LICENSOR. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF

PATENT AND COPYRIGHT INDEMNIFICATION. Subject to Vendor warrants that the limitation of liability set forth in Section 9 belowProducts do not infringe upon or violate any patent, Syncfusion shall defend any actioncopyright, suittrade secret, or proceeding any other proprietary right of any third party. Vendor will defend at its expense any action brought against Customer insofar as to the extent that it is based on a claim that licensed Products, used within the Licensed Product delivered hereunder infringes any scope of the license hereunder, infringe a copyright in the United States copyright. Howeveror a United States patent, and subject to the limitation of liability set forth stated herein. Vendor will pay any costs and damages finally awarded against the Customer in Section 9 belowsuch action which are attributable to such claim, Syncfusion’s indemnity hereunder does not extend provided that Customer notifies Vendor promptly in writing of the claim, allows Vendor to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim fully participate in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject claim and does not agree to the limitation any settlement of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made claim without its Vendor's consent. Syncfusion mayShould the licensed Products become, at its option and expenseor in Vendor's opinion be likely to become, (a) the subject of a claim of infringement of a copyright or a patent, Vendor may procure for the Customer the right to continue using the licensed Products, may replace or modify them to make them non-infringing, or may terminate the Licensed Product so that license of them. Vendor shall have no liability for any claim of copyright or patent infringement will not exist or (b) refund to Customer prepaid License Fees based on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) use of other than the latest unmodified release of the licensed Products from Vendor if such infringement would have been avoided by the use of the latest release of the licensed Products (of which Customer had notice and an opportunity to use) or (ii) use or combination of the Licensed Product delivered hereunder licensed Products with non-Vendor programs or data if such infringement would have been avoided by the use or combination of the licensed Products with other, or without, such programs or data. The foregoing states the entire liability of Vendor with respect to infringement of any software copyrights or device not supplied patents by Syncfusion; (ii) the licensed Products or any specifications provided parts thereof and Vendor shall have no liability with respect to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusionany other proprietary rights.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject COMET at its own expense will defend and indemnify Buyer and Xxxxx’s customer against any action brought against Buyer or Xxxxx’s customer to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as extent that it is based on a claim that any COMET Product used within the Licensed scope of the contract hereunder willfully infringes a U.S. patent or copyright at the time of entering into the contract, provided Xxxxx notifies COMET promptly in writing of the action (and all prior claims relating to such action) and COMET shall lead the defense and all negotiations for its settlement or compromise. In the event any COMET Product delivered hereunder infringes any United States copyright. Howeverbecomes, and or in COMET’s opinion is likely to become, the subject to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims a claim of infringement of a patent or misappropriation of any patentcopyright, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion may, COMET may at its option and expense, (a1) secure the Buyer’s right to continue using the COMET product; (2) replace or modify it to make it non-infringing; (3) upon return of all infringing COMET Products, refund to Buyer the Licensed Product so that infringement will not exist price actually paid by Buyer for the infringing Product, or (b4) refund to Customer prepaid License Fees substitute for the infringing Product another suitable, non- infringing Product. COMET shall have no liability for any claim of copyright or patent infringement based on (1) use of other than a pro-rata basis. Notwithstanding current unaltered release of the foregoing, Syncfusion’s indemnification hereunder shall not extend to any Product available from COMET if such infringement would have been avoided by the use of such current unaltered release or claim thereof which is based upon (i2) the use or combination of the Licensed COMET Product delivered hereunder with any software programs or device data not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; COMET. XXXXX extends no indemnity whatever against infringement claims against non-U.S. patents, copyrights or (iii) modifications to the Licensed Product not performed by Syncfusionother intellectual property. THE FOREGOING STATES THE ENTIRE LIABILITY OF COMET TO BUYER AND BUYER’S CUSTOMER WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OR PATENTS OF COMET PRODUCTS OR ANY PARTS THEREOF.