Common use of PATENT AND COPYRIGHT INDEMNIFICATION Clause in Contracts

PATENT AND COPYRIGHT INDEMNIFICATION. If a third party claims that a Deliverable that Chordiant provides to IBM or to the Customer infringes that third party’s patent or copyrights, or misappropriates that third party’s trade secrets, regardless of whether that third party had made such claim against IBM or a Customer which has been provided a Deliverable that is the basis of the infringement or misappropriation claim, Chordiant will defend IBM or its Customer against that claim at Chordiant’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by Chordiant, provided that IBM or its Customer (as applicable): 1. promptly notifies Chordiant in writing of the claim; 2. allows Chordiant to control and cooperates with Chordiant in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect IBM. If such a claim is or is likely to be made, Chordiant will, at its own expense, exercise the following remedies in any order selected by Chordiant: (i) obtain for IBM and the Customer the right to continue to use, sell and license the Deliverables consistent with this Subcontractor Agreement; (ii) modify Deliverables so they are non-infringing and in compliance with this Agreement; (iii) replace the affected Deliverables with non-infringing ones that comply with this Subcontractor Agreement; or if after attempting to exercise (i), (ii) and (iii), none of these are commercially reasonable, then it shall accept the return of infringing Deliverable(s) and refund any amount paid for such infringing Deliverable(s). Chordiant may accept the first of remedies (i), (ii) or (iii), in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible: 1. IBM's or the Customer’s modification of a Deliverable, or a Deliverable’s use in other than its Specified Operating Environment when the claim would not have occurred but for such modification or use; 2. the combination, operation, or use of a Deliverable with any products not provided by Chordiant as a system, or not in accordance with the Deliverable’s specifications, or the combination, operation or use of a Deliverable with any product, data, business method or apparatus that Chordiant did not provide or specify, when the claim would not have occurred but for such combination, operation or use; 3. IBM’s or the Customer’s failure to install a Chordiant-supplied update or upgrade, when the claim would not have occurred but for such failure; or 4. infringement by a non-Chordiant Deliverable alone, when the claim would not have occurred but for such non-Chordiant Deliverable. If a third party claims that a deliverable provided by IBM to IBM’s Customer which includes a Chordiant Deliverable infringes that third party’s patent or copyright, or misappropriates that third party’s trade secrets, IBM will defend Chordiant against that claim at IBM’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by IBM, provided that Chordiant: 1. promptly notifies IBM in writing of the claim; and 2. allows IBM to control and cooperates with IBM in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause of the infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend shall not apply if the combination, operation or use of the Chordiant Deliverable in the IBM deliverable is in accordance with the documentation or specifications for the Chordiant Deliverable or the combination was made with the written approval of Chordiant.

PATENT AND COPYRIGHT INDEMNIFICATION. If a third party 12.1 Sycamore agrees to indemnify and hold Xxxxxxxx harmless from and against all claims and judicial or governmental determinations that a Deliverable that Chordiant provides to IBM the Products as delivered by Sycamore under this Agreement infringe or to the Customer infringes that third party’s misappropriate any United States patent or rights, copyrights, or misappropriates that third party’s trade secrets, regardless or trademarks. Sycamore shall assume the defense of whether that third party had made any such claim against IBM or a Customer which has been provided a Deliverable that is the basis regardless as to its ultimate validity, of the infringement or misappropriation claim, Chordiant will defend IBM or its Customer brought against that claim Xxxxxxxx in the United States by counsel retained at Chordiant’s expense and shall pay all costs, damages, and attorneySycamore's fees that a court finally awards, or that are included in a settlement approved by Chordiantown expense, provided that IBM or its Customer (as applicable): 1. Xxxxxxxx promptly notifies Chordiant Sycamore in writing of such claim or the claim; 2commencement of any such suit, action, proceeding or threat covered by this Section. allows Chordiant to Sycamore shall maintain sole and exclusive control of the defense and/or settlement of any such claim and cooperates with Chordiant Xxxxxxxx shall cooperate in the defense and of such claim. 12.2 In the event that the use or sale of all or any related settlement negotiationsportion of the Products is enjoined, provided that any such settlement does not adversely affect IBM. If such or, in Sycamore's judgment, may be enjoined, as a claim is result of a suit based on alleged infringement or is likely misappropriation of the third party intellectual property rights, Sycamore agrees to be made, Chordiant will, at its own expense, exercise the following remedies in any order selected by Chordianteither: (i) obtain procure for IBM and the Customer Xxxxxxxx the right to continue to useuse the Product, sell and license the Deliverables consistent with this Subcontractor Agreement; or (ii) replace or modify Deliverables the infringing or misappropriating Product so they are non-infringing that it becomes non- infringing. In the event that the foregoing alternatives cannot be reasonably accomplished by Sycamore, Sycamore shall direct Xxxxxxxx to return the Product to Sycamore and upon receipt of the Product(s), Sycamore shall reimburse Xxxxxxxx for the price originally paid by Xxxxxxxx. Upon Sycamore's fulfillment of the alternatives set out in compliance with this Section and Section 12.1, Sycamore shall be relieved of any further obligation or liability to Xxxxxxxx as a result of any such infringement or misappropriation. 12.3 Regardless of any other provisions of this Agreement; (iii) replace the affected Deliverables with non-infringing ones that comply with , this Subcontractor Agreement; or if after attempting to exercise Section shall not apply (i)) to any designs, specifications or modifications originating with or requested by Xxxxxxxx, or (ii) and (iii)to the combination of any Product with other equipment, none of these are commercially reasonable, then it shall accept the return of infringing Deliverable(s) and refund any amount paid for software or products not supplied by Sycamore if such infringing Deliverable(s). Chordiant may accept the first of remedies (i), (ii) or (iii), in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible: 1. IBM's or the Customer’s modification of a Deliverable, or a Deliverable’s use in other than its Specified Operating Environment when the claim would not have occurred but for such modification or use; 2. the combination, operation, or use of a Deliverable with any products not provided by Chordiant as a system, or not in accordance with the Deliverable’s specifications, or the combination, operation or use of a Deliverable with any product, data, business method or apparatus that Chordiant did not provide or specify, when the claim misappropriation would not have occurred but for such combination, operation or use; 3. IBM’s or the Customer’s (iii) Xxxxxxxx failure to install a Chordiant-supplied an update or upgradeprovided at no additional charge, when where the claim update would not have occurred but for such failure; or 4. infringement by a non-Chordiant Deliverable alone, when the claim would not have occurred but for such non-Chordiant Deliverable. If a third party claims that a deliverable provided by IBM to IBM’s Customer which includes a Chordiant Deliverable infringes that third party’s patent or copyright, or misappropriates that third party’s trade secrets, IBM will defend Chordiant against that claim at IBM’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by IBM, provided that Chordiant: 1. promptly notifies IBM in writing of the claim; and 2. allows IBM to control and cooperates with IBM in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause of avoided the infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend shall not apply if the combination, operation or use of the Chordiant Deliverable in the IBM deliverable is in accordance with the documentation or specifications for the Chordiant Deliverable or the combination was made with the written approval of Chordiantclaim.

PATENT AND COPYRIGHT INDEMNIFICATION. If (a) Mentat represents and warrants that it has sufficient right, title and interest in and to the Licensed Software to enter into this Agreement and further warrants that it is not aware that the Licensed Software infringes [**] and that it has not been notified by a third party claims of a possibility that the Licensed Software might infringe any patent, copyright or other proprietary right of a Deliverable third party. Each of Mentat’s employees, consultants, contractors, partners or agents who has been or will be involved in the development of the Original Software will have signed an agreement with Mentat conveying all proprietary rights in the Original Software to Mentat and agreeing to maintain in confidence all trade secrets embodied in the Original Software. Mentat has full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights granted to Licensee. (b) Mentat agrees at its expense to defend Licensee and PalmSource Sublicensees in any suit, claim or proceeding brought against Licensee or a PalmSource Sublicensee alleging that Chordiant provides Original Software infringes (i) any patent enforceable in the [**]; and Mentat shall indemnify Licensee for any judgment of a court or settlement provided, however that Licensee (1) notifies Mentat promptly in writing of such suit, claim or proceeding, and (2) gives Mentat full control of the defense of such suit, claim, or proceeding and full information and assistance to IBM defend such suit, claim or proceeding; provided that Mentat shall have no right to incur any liability on behalf of Licensee without Licensee’s prior written approval; and further provided that Mentat shall have no liability for settlements or costs incurred without its consent. Mentat shall have no liability to indemnify Licensee in any suit, claim or proceeding brought against Licensee to the Customer infringes that third party’s patent or copyrights, or misappropriates that third party’s trade secrets, regardless of whether that third party had made such claim against IBM or a Customer which has been provided a Deliverable that is the basis of extent the infringement or misappropriation claim, Chordiant will defend IBM violation arises from the use of (1) any modification to the Original Software from what was supplied by Mentat and such infringement or its Customer against that claim at Chordiant’s expense and shall pay all costs, damages, and attorney's fees that a court finally awardsviolation would have been avoided if Licensee had used unmodified Original Software as supplied by Mentat, or that are included in a settlement approved by Chordiant, provided that IBM or its Customer (as applicable): 1. promptly notifies Chordiant in writing 2) the combination of the claim;Licensed Software with any third party software or hardware not combined by or for Mentat if the claim for such infringement or violation would have been avoided if such third party software or hardware had not been so combined with the Licensed Software. [**] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 2. allows Chordiant to control and cooperates with Chordiant (c) If Licensee’s use of Original Software is enjoined, or in the defense and any related settlement negotiationsevent that Mentat desires to minimize its liabilities hereunder, provided that any such settlement does not adversely affect IBM. If such a claim is or is likely to be made, Chordiant willMentat may, at its own expenseoption, exercise the following remedies in any order selected by Chordiant: either, (i1) substitute other functionally equivalent software, or (2) modify Original Software so that it remains functionally equivalent, but is no longer is an infringement or violation, or (3) obtain for IBM and the Customer Licensee the right to continue its use. If none of the foregoing is reasonably available, then Mentat may terminate this Agreement upon thirty (30) days written notice to use, sell and license Licensee. Upon satisfaction by Licensee of the Deliverables consistent with this Subcontractor Agreement; (ii) modify Deliverables so they are non-infringing and conditions set forth in compliance with this Agreement; (iii) replace the affected Deliverables with non-infringing ones that comply with this Subcontractor Agreement; or if after attempting to exercise (iSection 7(d), (ii) and (iii), none of these are commercially reasonable, then it shall accept the return of infringing Deliverable(s) and refund any amount paid for such infringing Deliverable(s). Chordiant may accept the first of remedies (i), (ii) or (iii), after termination by Mentat in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities accordance with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible: 1. IBM's or the Customer’s modification of a DeliverableMentat shall refund all Distribution Fees, or a Deliverable’s use in other than its Specified Operating Environment when the claim would not have occurred but for such modification or use; 2. the combinationSource Sublicense Fees, operation, or use of a Deliverable with any products not provided by Chordiant as a system, or not in accordance with the Deliverable’s specifications, or the combination, operation or use of a Deliverable with any product, data, business method or apparatus that Chordiant did not provide or specify, when the claim would not have occurred but for such combination, operation or use; 3. IBM’s or the Customer’s failure to install a Chordiant-supplied update or upgrade, when the claim would not have occurred but for such failure; or 4. infringement by a non-Chordiant Deliverable alone, when the claim would not have occurred but for such non-Chordiant Deliverable. If a third party claims that a deliverable provided by IBM to IBM’s Customer which includes a Chordiant Deliverable infringes that third party’s patent or copyright, or misappropriates that third party’s trade secrets, IBM will defend Chordiant against that claim at IBM’s expense and shall pay all costs, damagesAdditional Sublicensee Fees, and attorney's fees that a court finally awardsSource Code Fees previously paid by Licensee to Mentat under this Agreement during the previous three (3) years. (d) THE OBLIGATIONS OF MENTAT UNDER THIS SECTION 9 SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF LICENSEE IN THE EVENT OF ANY SUIT, or that are included in a settlement approved by IBM, provided that Chordiant: 1. promptly notifies IBM in writing of the claim; and 2. allows IBM to control and cooperates with IBM in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause of the infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend shall not apply if the combination, operation or use of the Chordiant Deliverable in the IBM deliverable is in accordance with the documentation or specifications for the Chordiant Deliverable or the combination was made with the written approval of ChordiantCLAIM OR PROCEEDING BROUGHT AGAINST LICENSEE ALLEGING THAT THE LICENSED SOFTWARE INFRINGES ANY PATENT OR COPYRIGHT OR VIOLATES A TRADE SECRET RIGHT OF A THIRD PARTY.

PATENT AND COPYRIGHT INDEMNIFICATION. If (a) MENTAT represents and warrants that it has sufficient right, title and interest in and to the LICENSED SOFTWARE to enter into this Agreement and further warrants that it is not aware that the LICENSED SOFTWARE infringes any patent, copyright, or trade secret belonging to a third party claims in any country and that it has not been notified by a Deliverable third party of a possibility that Chordiant provides the LICENSED SOFTWARE might infringe any patent, copyright or other proprietary right of a third party. Each of MENTAT'S employees, consultants, contractors, partners or agents who has been or will be involved in the development of the ORIGINAL SOFTWARE will have signed an agreement with MENTAT conveying all proprietary rights in the ORIGINAL SOFTWARE to IBM MENTAT and agreeing to maintain in confidence all trade secrets embodied in the ORIGINAL SOFTWARE. MENTAT represents and warrants that it has full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights granted to LICENSEE. (b) MENTAT agrees at its expense to defend and indemnify LICENSEE in any suit, claim or proceeding brought against LICENSEE alleging that ORIGINAL SOFTWARE infringes a U.S. patent or a copyright in any country, or violates a trade secret right of a third party; provided, however that LICENSEE (1) notifies MENTAT promptly in writing of such suit, claim or proceeding, (2) gives MENTAT full control of the defense of such suit, claim, or proceeding and full information and assistance to defend such suit, claim or proceeding and (3) allows MENTAT to pay any judgment of a court; provided that MENTAT shall have no liability for settlements or costs incurred without its consent. MENTAT shall have no liability to indemnify LICENSEE in any suit, claim or proceeding brought against LICENSEE to the Customer infringes that third party’s patent or copyrights, or misappropriates that third party’s trade secrets, regardless of whether that third party had made such claim against IBM or a Customer which has been provided a Deliverable that is the basis of extent the infringement or misappropriation claimviolation arises from the use of (1) altered ORIGINAL SOFTWARE as originally supplied by MENTAT and such infringement or violation would have been avoided if LICENSEE had used unaltered ORIGINAL SOFTWARE as originally supplied, Chordiant will defend IBM (2) non-licensed software with LICENSED SOFTWARE and the claim for such infringement or its Customer against that claim at Chordiant’s expense and shall pay all costs, damages, and attorney's fees that a court finally awardsviolation would have been avoided if such non-licensed software had not been used. (c) If LICENSEE'S use of ORIGINAL SOFTWARE is enjoined, or that are included in a settlement approved by Chordiant, provided that IBM or its Customer (as applicable): 1. promptly notifies Chordiant in writing of the claim; 2. allows Chordiant to control and cooperates with Chordiant in the defense and any related settlement negotiationsevent that MENTAT desires to minimize its liabilities hereunder, provided that any such settlement does not adversely affect IBM. If such a claim is or is likely to be made, Chordiant MENTAT will, at its own expenseoption, exercise the following remedies in any order selected by Chordiant: either, (i1) substitute other equally suitable software, or (2) modify ORIGINAL SOFTWARE so that it no longer is an infringement or violation, or (3) obtain for IBM and the Customer LICENSEE the right to continue its use. If none of the foregoing is reasonably available, then MENTAT may terminate this Agreement upon thirty (30) days written notice to use, sell and license LICENSEE. Upon satisfaction by LICENSEE of the Deliverables consistent with this Subcontractor Agreement; (ii) modify Deliverables so they are non-infringing and conditions set forth in compliance with this Agreement; (iii) replace the affected Deliverables with non-infringing ones that comply with this Subcontractor Agreement; or if after attempting to exercise (iSection 7(c), (ii) and (iii), none of these are commercially reasonable, then it shall accept the return of infringing Deliverable(s) and refund any amount paid for such infringing Deliverable(s). Chordiant may accept the first of remedies (i), (ii) or (iii), after termination by MENTAT in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities accordance with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, MENTAT shall refund the pro-rated SOURCE CODE FEE and no terms and conditions in pro-rated DISTRIBUTION FEES paid by LICENSEE to MENTAT under this Agreement, based on the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible: 1. IBM's or the Customer’s modification number of a Deliverable, or a Deliverable’s use in other than its Specified Operating Environment when the claim would not have occurred but for such modification or use; 2. the combination, operation, or use of a Deliverable with any products not provided by Chordiant as a system, or not in accordance with the Deliverable’s specifications, or the combination, operation or use of a Deliverable with any product, data, business method or apparatus that Chordiant did not provide or specify, when the claim would not have occurred but for such combination, operation or use; 3. IBM’s or the Customer’s failure to install a Chordiant-supplied update or upgrade, when the claim would not have occurred but for such failure; or 4. infringement by a non-Chordiant Deliverable alone, when the claim would not have occurred but for such non-Chordiant Deliverable. If a third party claims that a deliverable provided by IBM to IBM’s Customer which includes a Chordiant Deliverable infringes that third party’s patent or copyright, or misappropriates that third party’s trade secrets, IBM will defend Chordiant against that claim at IBM’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included days remaining in a settlement approved by IBMfive year life. (d) THE OBLIGATION OF MENTAT UNDER THIS SECTION 9 SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF LICENSEE IN THE EVENT OF ANY SUIT, provided that Chordiant: 1CLAIM OR PROCEEDING BROUGHT AGAINST LICENSEE ALLEGING THAT THE LICENSED SOFTWARE INFRINGES ANY PATENT OR COPYRIGHT OR VIOLATES A TRADE SECRET RIGHT OF A THIRD PARTY. promptly notifies IBM in writing of the claim; and 2. allows IBM to control and cooperates with IBM in the defense and any related settlement negotiationsALL OTHER LIABILITIES OR OBLIGATION OF MENTAT FOR DAMAGES INCLUDING, provided that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause of the infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend shall not apply if the combinationBUT NOT LIMITED TO, operation or use of the Chordiant Deliverable in the IBM deliverable is in accordance with the documentation or specifications for the Chordiant Deliverable or the combination was made with the written approval of ChordiantCONSEQUENTIAL AND INCIDENTAL DAMAGES ARE SPECIFICALLY DISCLAIMED.

PATENT AND COPYRIGHT INDEMNIFICATION. If Core will defend at its own expense any action against Licensee brought by a third party claims that a Deliverable that Chordiant provides to IBM or to the Customer infringes extent that the action is based upon a claim that the Software Programs infringe any U.S. patents, trademarks or copyrights of a third party’s patent or copyrights, or misappropriates and Core will pay those costs and damages finally awarded against Licensee in any such action that third party’s trade secrets, regardless of whether that third party had made are specifically attributable to such claim against IBM or a Customer which has been provided a Deliverable that is the basis of the infringement or misappropriation claim, Chordiant will defend IBM or its Customer against that claim at Chordiant’s expense those costs and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included damages agreed to in a settlement approved by Chordiant, provided that IBM or its Customer (as applicable): 1of such action. The foregoing obligations are conditioned on Licensee notifying Core promptly notifies Chordiant in writing of the claim; 2. allows Chordiant to such action; giving Core sole control and cooperates with Chordiant in of the defense thereof and any related settlement negotiations; and cooperating, provided that any at Core's request and expense in such settlement does not adversely affect IBMdefense. If such a claim is the Software Programs become, or is in Core's opinion are likely to be madebecome, Chordiant willthe subject of an infringement claim, Core may, at its own sole option and expense, exercise the following remedies in any order selected by Chordiant: either (i) obtain procure for IBM and the Customer Licensee the right to continue to use, sell and license using the Deliverables consistent with this Subcontractor Agreement; (ii) modify Deliverables so they are non-infringing and in compliance with this Agreement; (iii) replace the affected Deliverables with non-infringing ones that comply with this Subcontractor Agreement; or if after attempting to exercise (i)Software Programs, (ii) and replace or modify the Software Programs so that they become non-infringing, or (iii), none of these are commercially reasonable, then it shall ) accept the return of infringing Deliverable(s) the Software Programs, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund any amount Licensee the pre-paid fees paid for such infringing Deliverable(s)Software Programs on a pro-rata basis. Chordiant may accept Notwithstanding the first of remedies (i)foregoing, (ii) Core will have no obligation under this Section or (iii), in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities otherwise with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible: 1. IBM's or the Customer’s modification of a Deliverable, or a Deliverable’s use in other than its Specified Operating Environment when the any infringement claim would not have occurred but for such modification or use; 2. the combination, operation, or based upon any use of a Deliverable with any products not provided by Chordiant as a system, or the Software Programs not in accordance with this Agreement, any use of the Deliverable’s specificationsSoftware Programs in combination with equipment, software, or data not supplied by Core if such infringement would have been avoided but for the combination with other equipment, software or data, any use of any release of the Software Programs other than the most current release made available to Licensee, any modification of the Software Programs by any person other than Core or its authorized agents or subcontractors, or the combination, operation or use of a Deliverable with any product, data, business method or apparatus that Chordiant did not provide or specify, when the claim would not have occurred but for such combination, operation or use; 3. IBM’s or the Customer’s failure to install a Chordiant-supplied update or upgrade, when the claim would not have occurred but for such failure; or 4. infringement by a non-Chordiant Deliverable alone, when the claim would not have occurred but for such non-Chordiant Deliverable. If a third party claims that a deliverable provided by IBM to IBM’s Customer which includes a Chordiant Deliverable infringes that third party’s patent or copyright, or misappropriates that third party’s trade secrets, IBM will defend Chordiant against that claim at IBM’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by IBM, provided that Chordiant: 1. promptly notifies IBM in writing of the claim; and 2. allows IBM to control and cooperates with IBM in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause of the infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend shall not apply if the combination, operation or use of the Chordiant Deliverable in Software Programs after receiving notice that the IBM deliverable is in accordance with Software Programs infringe the documentation intellectual property rights of a third party. THIS SECTION STATES CORE'S ENTIRE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR ANY CLAIMS OR ALLEGATIONS OF INFRINGEMENT. Any and all claims for indemnification or specifications for infringement defense under this Section must be brought before the Chordiant Deliverable first anniversary of the date of termination or the combination was made with the written approval expiration of Chordiantthis Agreement.

PATENT AND COPYRIGHT INDEMNIFICATION. If a third party 12.1 Ascend agrees to indemnify and hold buyer harmless from and against all valid claims and judicial or governmental determinations that a Deliverable that Chordiant provides to IBM the Products as delivered by Ascend under this Agreement infringe or to the Customer infringes that third party’s misappropriate any United States patent or rights, copyrights, or misappropriates that third party’s trade secrets, regardless or trademarks. Ascend shall assume the defense of whether that third party had made any such claim against IBM or a Customer which has been provided a Deliverable that is the basis of the infringement or misappropriation claim, Chordiant will defend IBM or its Customer brought against that claim Buyer in the United States by counsel retained at Chordiant’s expense and shall pay all costs, damages, and attorneyAscend's fees that a court finally awards, or that are included in a settlement approved by Chordiantown expense, provided that IBM or its Customer (as applicable): 1. Buyer promptly notifies Chordiant Ascend in writing of such claim or the claim; 2commencement of any such suit, action, proceeding or threat covered by this Section. allows Chordiant to Ascend shall maintain sole and exclusive control of the defense and/or settlement of any such claim and cooperates with Chordiant Buyer shall cooperate in the defense and of such claim. 12.2 In the event that the use or sale of all or any related settlement negotiationsportion of the Products is enjoined, provided that any such settlement does not adversely affect IBM. If such or, in Ascend's judgment, may be enjoined as a claim is result of a suit based on alleged infringement or is likely misappropriation of the third party intellectual property rights, Ascend agrees to be made, Chordiant will, at its own expense, exercise the following remedies in any order selected by Chordiant: either (i) obtain procure for IBM and the Customer Buyer the right to continue to useuse the Product, sell and license the Deliverables consistent with this Subcontractor Agreement; or (ii) replace or modify Deliverables the infringing or misappropriating Product so they are that it becomes non-infringing infringing. In the event that the foregoing alternatives cannot be reasonably accomplished by Ascend, Ascend shall direct Buyer to return the Product to Ascend and in compliance with this Agreement; (iii) replace upon receipt of the affected Deliverables with non-infringing ones that comply with this Subcontractor Agreement; or if after attempting to exercise (iProduct(s), (ii) and (iii)Ascend shall reimburse Buyer for the price originally paid by Buyer as depreciated by an equal annual amount over the lifetime of the Product. Upon Ascend's fulfillment of the alternatives set out in this Section, none Ascend shall be relieved of these are commercially reasonable, then it shall accept the return any further obligation or liability to Buyer as a result of infringing Deliverable(s) and refund any amount paid for such infringing Deliverable(s). Chordiant may accept the first of remedies (i), (ii) or (iii), in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible: 1. IBM's or the Customer’s modification of a Deliverable, or a Deliverable’s use in other than its Specified Operating Environment when the claim would not have occurred but for such modification or use; 2. the combination, operation, or use of a Deliverable with any products not provided by Chordiant as a system, or not in accordance with the Deliverable’s specifications, or the combination, operation or use of a Deliverable with any product, data, business method or apparatus that Chordiant did not provide or specify, when the claim would not have occurred but for such combination, operation or use; 3. IBM’s or the Customer’s failure to install a Chordiant-supplied update or upgrade, when the claim would not have occurred but for such failure; or 4. infringement by a non-Chordiant Deliverable alone, when the claim would not have occurred but for such non-Chordiant Deliverable. If a third party claims that a deliverable provided by IBM to IBM’s Customer which includes a Chordiant Deliverable infringes that third party’s patent or copyright, or misappropriates that third party’s trade secrets, IBM will defend Chordiant against that claim at IBM’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by IBM, provided that Chordiant: 1. promptly notifies IBM in writing of the claim; and 2. allows IBM to control and cooperates with IBM in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause of the infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend shall not apply if the combination, operation or use of the Chordiant Deliverable in the IBM deliverable is in accordance with the documentation or specifications for the Chordiant Deliverable or the combination was made with the written approval of Chordiant.

PATENT AND COPYRIGHT INDEMNIFICATION. If (a) Mentat represents and warrants that it has sufficient right, title and interest in and to the Licensed Software to enter into this Agreement and further warrants that it is not aware that the Licensed Software infringes [**] and that it has not been notified by a third party claims of a possibility that the Licensed Software might infringe any patent, copyright or other proprietary right of a Deliverable third party. Each of Mentat’s employees, consultants, contractors, partners or agents who has been or will be involved in the development of the Original Software will have signed an agreement with Mentat conveying all proprietary rights in the Original Software to Mentat and agreeing to maintain in confidence all trade secrets embodied in the Original Software. Mentat has full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights granted to Licensee. (b) Mentat agrees at its expense to defend Licensee and PalmSource Sublicensees in any suit, claim or proceeding brought against Licensee or a PalmSource Sublicensee alleging that Chordiant provides Original Software infringes (i) any patent enforceable in the [**] and Mentat shall indemnify Licensee for any judgment of a court or settlement provided, however that Licensee (1) notifies Mentat promptly in writing of such suit, claim or proceeding, and (2) gives Mentat full control of the defense of such suit, claim, or proceeding and full information and assistance to IBM defend such suit, claim or proceeding; provided that Mentat shall have no right to incur any liability on behalf of Licensee without Licensee’s prior written approval; and further provided that Mentat shall have no liability for settlements or costs incurred without its consent. Mentat shall have no liability to indemnify Licensee in any suit, claim or proceeding brought against Licensee to the Customer infringes that third party’s patent or copyrights, or misappropriates that third party’s trade secrets, regardless of whether that third party had made such claim against IBM or a Customer which has been provided a Deliverable that is the basis of extent the infringement or misappropriation claim, Chordiant will defend IBM violation arises from the use of (1) any modification to the Original Software from what was supplied by Mentat and such infringement or its Customer against that claim at Chordiant’s expense and shall pay all costs, damages, and attorney's fees that a court finally awardsviolation would have been avoided if Licensee had used unmodified Original Software as supplied by Mentat, or that are included in a settlement approved by Chordiant, provided that IBM or its Customer (as applicable): 1. promptly notifies Chordiant in writing 2) the combination of the claim;Licensed Software with any third party software or hardware not combined by or for Mentat if the claim for such infringement or violation would have been avoided if such third party software or hardware had not been so combined with the Licensed Software. [**] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 2. allows Chordiant to control and cooperates with Chordiant (c) If Licensee’s use of Original Software is enjoined, or in the defense and any related settlement negotiationsevent that Mentat desires to minimize its liabilities hereunder, provided that any such settlement does not adversely affect IBM. If such a claim is or is likely to be made, Chordiant willMentat may, at its own expenseoption, exercise the following remedies in any order selected by Chordiant: either, (i1) substitute other functionally equivalent software, or (2) modify Original Software so that it remains functionally equivalent, but is no longer is an infringement or violation, or (3) obtain for IBM and the Customer Licensee the right to continue its use. If none of the foregoing is reasonably available, then Mentat may terminate this Agreement upon thirty (30) days written notice to use, sell and license Licensee. Upon satisfaction by Licensee of the Deliverables consistent with this Subcontractor Agreement; (ii) modify Deliverables so they are non-infringing and conditions set forth in compliance with this Agreement; (iii) replace the affected Deliverables with non-infringing ones that comply with this Subcontractor Agreement; or if after attempting to exercise (iSection 7(d), (ii) and (iii), none of these are commercially reasonable, then it shall accept the return of infringing Deliverable(s) and refund any amount paid for such infringing Deliverable(s). Chordiant may accept the first of remedies (i), (ii) or (iii), after termination by Mentat in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities accordance with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible:Mentat shall refund [**]. 1. IBM's or the Customer’s modification of a Deliverable(d) THE OBLIGATIONS OF MENTAT UNDER THIS SECTION 9 SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF LICENSEE IN THE EVENT OF ANY SUIT, or a Deliverable’s use in other than its Specified Operating Environment when the claim would not have occurred but for such modification or use; 2. the combination, operation, or use of a Deliverable with any products not provided by Chordiant as a system, or not in accordance with the Deliverable’s specifications, or the combination, operation or use of a Deliverable with any product, data, business method or apparatus that Chordiant did not provide or specify, when the claim would not have occurred but for such combination, operation or use; 3. IBM’s or the Customer’s failure to install a Chordiant-supplied update or upgrade, when the claim would not have occurred but for such failure; or 4. infringement by a non-Chordiant Deliverable alone, when the claim would not have occurred but for such non-Chordiant Deliverable. If a third party claims that a deliverable provided by IBM to IBM’s Customer which includes a Chordiant Deliverable infringes that third party’s patent or copyright, or misappropriates that third party’s trade secrets, IBM will defend Chordiant against that claim at IBM’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by IBM, provided that Chordiant: 1. promptly notifies IBM in writing of the claim; and 2. allows IBM to control and cooperates with IBM in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause of the infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend shall not apply if the combination, operation or use of the Chordiant Deliverable in the IBM deliverable is in accordance with the documentation or specifications for the Chordiant Deliverable or the combination was made with the written approval of ChordiantCLAIM OR PROCEEDING BROUGHT AGAINST LICENSEE ALLEGING THAT THE LICENSED SOFTWARE INFRINGES ANY PATENT OR COPYRIGHT OR VIOLATES A TRADE SECRET RIGHT OF A THIRD PARTY.

PATENT AND COPYRIGHT INDEMNIFICATION. If a third party claims that a Deliverable that Chordiant provides to IBM or 16.1 Subject to the Customer infringes limitations of Section 16.2 below, Sycamore agrees to indemnify and hold Sprint harmless from and against all valid claims and judicial or governmental determinations that third party’s the Products as delivered by Sycamore under this Agreement infringe or misappropriate any United States patent or rights, copyrights, or misappropriates that third party’s trade secrets, regardless trademarks, or any other intellectual property right, or right of whether that third party had made publicity. Sycamore shall assume the defense of any such claim against IBM or a Customer which has been provided a Deliverable that is the basis of the infringement or misappropriation claim, Chordiant will defend IBM or its Customer brought against that claim Sprint in the United States by counsel retained at ChordiantSycamore’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by Chordiantown expense, provided that IBM or its Customer (as applicable): 1. Sprint promptly notifies Chordiant Sycamore in writing of such claim or the claim; 2commencement of any such suit, action, proceeding or threat covered by this Section. allows Chordiant to Sycamore shall maintain sole and exclusive control of the defense of any such claim and cooperates with Chordiant Sprint shall cooperate in the defense and of such claim. In no event shall Sprint consent to any related settlement negotiations, provided that judgment or decree or do any other act in compromise of any such settlement does not adversely affect IBM. If such claim without first obtaining Sycamore’s written consent. 16.2 In the event that the use or sale of all or any portion of the Products is enjoined as a claim is result of a suit based on alleged infringement or is likely misappropriation of the third party intellectual property rights, Sycamore agrees to be made, Chordiant will, at its own expense, exercise the following remedies in any order selected by Chordianteither: (i) obtain procure for IBM and the Customer Sprint the right to continue to useuse or sell the Product, sell and license the Deliverables consistent with this Subcontractor Agreement; or (ii) replace or modify Deliverables the infringing or misappropriating Product so they are that it becomes non-infringing and infringing. [*]. Upon Sycamore’s fulfillment of the alternatives set out in compliance with this Section, Sycamore shall be relieved of any further obligation or liability to Sprint as a result of any such infringement or misappropriation. 16.3 Regardless of any other provisions of this Agreement; (iii) replace the affected Deliverables with non-infringing ones that comply with , this Subcontractor Agreement; or if after attempting to exercise Section shall not apply (i)) to any designs, specifications or modifications originating with or requested by Sprint, or (ii) and (iii)to the combination of any Product with other equipment, none of these are commercially reasonable, then it shall accept the return of infringing Deliverable(s) and refund any amount paid for software or products not supplied by Sycamore if such infringing Deliverable(s). Chordiant may accept the first of remedies (i), (ii) or (iii), in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible: 1. IBM's or the Customer’s modification of a Deliverable, or a Deliverable’s use in other than its Specified Operating Environment when the claim would not have occurred but for such modification or use; 2. the combination, operation, or use of a Deliverable with any products not provided by Chordiant as a system, or not in accordance with the Deliverable’s specifications, or the combination, operation or use of a Deliverable with any product, data, business method or apparatus that Chordiant did not provide or specify, when the claim misappropriation would not have occurred but for such combination, operation or use; 3. IBM’s or the Customer’s failure to install a Chordiant-supplied update or upgrade, when the claim would not have occurred but for such failure; or 4. infringement by a non-Chordiant Deliverable alone, when the claim would not have occurred but for such non-Chordiant Deliverable. If a third party Sprint shall indemnify and hold Sycamore harmless against all claims that a deliverable provided by IBM to IBMSprint’s Customer which includes a Chordiant Deliverable designs, specifications, modifications or combinations of Products with other equipment infringes that or misappropriates any third party’s patent or copyrightrights, or misappropriates that third party’s copyrights, trade secrets, IBM will defend Chordiant against that claim at IBM’s expense and shall pay all coststrademarks or other intellectual property rights. 16.4 THIS SECTION STATES SYCAMORE’S ENTIRE LIABILITY TO SPRINT, damagesEXCEPT FOR SPRINT’S RIGHTS UNDER SECTION 19 BELOW, and attorney's fees that a court finally awardsFOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY PATENT RIGHTS, or that are included in a settlement approved by IBMCOPYRIGHTS, provided that Chordiant: 1. promptly notifies IBM in writing of the claim; and 2. allows IBM to control and cooperates with IBM in the defense and any related settlement negotiationsTRADE SECRETS, provided that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause of the infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend shall not apply if the combination, operation or use of the Chordiant Deliverable in the IBM deliverable is in accordance with the documentation or specifications for the Chordiant Deliverable or the combination was made with the written approval of ChordiantTRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS.

PATENT AND COPYRIGHT INDEMNIFICATION. If Core will defend at its own expense any action against Licensee brought by a third party claims that a Deliverable that Chordiant provides to IBM or to the Customer infringes extent that the action is based upon a claim that the Software Programs infringe any U.S. patents, trademarks or copyrights of a third party’s patent or copyrights, or misappropriates and Core will pay those costs and damages finally awarded against Licensee in any such action that third party’s trade secrets, regardless of whether that third party had made are specifically attributable to such claim against IBM or a Customer which has been provided a Deliverable that is the basis of the infringement or misappropriation claim, Chordiant will defend IBM or its Customer against that claim at Chordiant’s expense those costs and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included damages agreed to in a settlement approved by Chordiant, provided that IBM or its Customer (as applicable): 1of such action. The foregoing obligations are conditioned on Licensee notifying Core promptly notifies Chordiant in writing of the claim; 2. allows Chordiant to such action; giving Core sole control and cooperates with Chordiant in of the defense thereof and any related settlement negotiations; and cooperating, provided that any at Core’s request and expense in such settlement does not adversely affect IBMdefense. If such a claim is the Software Programs become, or is in Core’s opinion are likely to be madebecome, Chordiant willthe subject of an infringement claim, Core may, at its own sole option and expense, exercise the following remedies in any order selected by Chordiant: either (i) obtain procure for IBM and the Customer Licensee the right to continue to use, sell and license using the Deliverables consistent with this Subcontractor Agreement; (ii) modify Deliverables so they are non-infringing and in compliance with this Agreement; (iii) replace the affected Deliverables with non-infringing ones that comply with this Subcontractor Agreement; or if after attempting to exercise (i)Software Programs, (ii) and replace or modify the Software Programs so that they become non-infringing, or (iii), none of these are commercially reasonable, then it shall ) accept the return of infringing Deliverable(s) the Software Programs, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund any amount Licensee the pre-paid fees paid for such infringing Deliverable(s)Software Programs on a pro-rata basis. Chordiant may accept Notwithstanding the first of remedies (i)foregoing, (ii) Core will have no obligation under this Section or (iii), in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities otherwise with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible: 1. IBM's or the Customer’s modification of a Deliverable, or a Deliverable’s use in other than its Specified Operating Environment when the any infringement claim would not have occurred but for such modification or use; 2. the combination, operation, or based upon any use of a Deliverable with any products not provided by Chordiant as a system, or the Software Programs not in accordance with this Agreement, any use of the Deliverable’s specificationsSoftware Programs in combination with equipment, software, or data not supplied by Core if such infringement would have been avoided but for the combination with other equipment, software or data, any use of any release of the Software Programs other than the most current release made available to Licensee, any modification of the Software Programs by any person other than Core or its authorized agents or subcontractors, or the combination, operation or use of a Deliverable with any product, data, business method or apparatus that Chordiant did not provide or specify, when the claim would not have occurred but for such combination, operation or use; 3. IBM’s or the Customer’s failure to install a Chordiant-supplied update or upgrade, when the claim would not have occurred but for such failure; or 4. infringement by a non-Chordiant Deliverable alone, when the claim would not have occurred but for such non-Chordiant Deliverable. If a third party claims that a deliverable provided by IBM to IBM’s Customer which includes a Chordiant Deliverable infringes that third party’s patent or copyright, or misappropriates that third party’s trade secrets, IBM will defend Chordiant against that claim at IBM’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by IBM, provided that Chordiant: 1. promptly notifies IBM in writing of the claim; and 2. allows IBM to control and cooperates with IBM in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause of the infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend shall not apply if the combination, operation or use of the Chordiant Deliverable in Software Programs after receiving notice that the IBM deliverable is in accordance with Software Programs infringe the documentation intellectual property rights of a third party. THIS SECTION STATES CORE’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OR ALLEGATIONS OF INFRINGEMENT. Any and all claims for indemnification or specifications for infringement defense under this Section must be brought before the Chordiant Deliverable first anniversary of the date of termination or the combination was made with the written approval expiration of Chordiantthis Agreement.

PATENT AND COPYRIGHT INDEMNIFICATION. If a 8.1 Licensor shall defend or, at its option, settle any claim or proceeding brought against Licensee to the extent that it is based on an assertion that the Program infringes any United States patent or copyright of any third party claims that a Deliverable that Chordiant provides to IBM or to the Customer infringes that third party’s patent or copyrights, or misappropriates that third party’s trade secrets, regardless of whether that third party had made such claim against IBM or a Customer which has been provided a Deliverable that is the basis of the infringement or misappropriation claim, Chordiant will defend IBM or its Customer against that claim at Chordiant’s expense and shall pay indemnify Licensee against all costs, damages, and attorney's fees that a court expenses finally awards, or that are included in a settlement approved by Chordiantawarded against Licensee which result from any such claim, provided that IBM Licensor shall have no liability hereunder unless (a) Licensee gives prompt written notice of any such claim or its Customer proceeding, (as applicable): 1. promptly notifies Chordiant in writing b) Licensor has sole control of the claim; 2. allows Chordiant to control defense of any such claim or proceeding and all negotiations for its compromise or settlement, and (c) Licensee reasonably cooperates with Chordiant in the defense and any related settlement negotiations, provided that any such settlement thereof and does not adversely affect IBMadmit liability or settle such claim without Licensor's written consent. If such a claim is or In the event that the Program is likely to be madebecome, Chordiant willin Licensor's opinion, or becomes, the subject of a claim, suit, proceeding, or action for infringement or misappropriation of a United States patent, copyright, trade secret, or other proprietary right, Licensor shall have the right, at its own option and expense, exercise to perform one of the following remedies in any order selected by Chordiant: its discretion: (i) obtain for IBM replace the Program with compatible, functionally equivalent non-infringing technology; (ii) modify the Program to make it non-infringing without impairing Licensee's ability to use and operate the Customer Program in accordance with the Documentation; or (iii) procure, at no increased cost to Licensee, the right to continue to use, sell and license using the Deliverables consistent with this Subcontractor Agreement; (ii) modify Deliverables so they are Program. 8.2 If Licensor supplies a non-infringing and in compliance with this Agreement; (iii) replace release of the affected Deliverables with Program or a non-infringing ones that comply with this Subcontractor Agreement; or if after attempting to exercise (i), (ii) and (iii), none of these are commercially reasonable, then it shall accept the return of infringing Deliverable(s) and refund any amount paid for such infringing Deliverable(s). Chordiant may accept the first of remedies (i), (ii) or (iii), in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible: 1. IBM's or the Customer’s modification of a Deliverable, or a Deliverable’s use in other than its Specified Operating Environment when the claim would not have occurred but for such modification or use; 2. the combination, operation, or use of a Deliverable with any products not provided by Chordiant as a system, or not in accordance with the Deliverable’s specifications, or the combination, operation or use of a Deliverable with any replacement product, data, business method or apparatus that Chordiant did not provide or specify, when the claim would not have occurred but for such combination, operation or use; 3. IBM’s or the Customer’s failure to install a Chordiant-supplied update or upgrade, when the claim would not have occurred but for such failure; or 4. infringement by a non-Chordiant Deliverable alone, when the claim would not have occurred but for Licensee shall promptly permit installation of such non-Chordiant Deliverable. If a third party claims that a deliverable provided by IBM to IBM’s Customer which includes a Chordiant Deliverable infringes that third party’s patent infringing release or copyright, or misappropriates that third party’s trade secrets, IBM will defend Chordiant against that claim at IBM’s expense product on the Authorized Hardware and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by IBM, provided that Chordiant: 1. promptly notifies IBM in writing terminate use of prior release(s) of the claim; andProgram. 2. allows IBM 8.3 Licensor shall have no liability to control and cooperates with IBM in the defense and any related settlement negotiations, provided Licensee that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause based on or arises out of the infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend shall not apply if the combination, operation or use of the Chordiant Deliverable Program or any component thereof when any modification not authorized in the IBM deliverable is in accordance with the documentation writing by Licensor causes infringement or specifications for the Chordiant Deliverable or where the combination was made of the Program with other hardware or software not licensed, provided by, or approved by Licensor causes the infringement. 8.4 If, in its judgment, Licensor deems that, due to a claim or proceeding based on alleged infringement or for any other reason, it is not in Licensor's practical interest to continue distributing the Program, Licensor may require Licensee, upon thirty (30) days written approval notice, to terminate use of Chordiantthe Program. Thirty days after notice to cease use of the Program, the Agreement shall terminate as to the Program involved, Licensee shall receive a prorated refund of any license fee paid, based on the percentage of unused license term remaining. For purposes of calculating the prorated portion of a license fee, the maximum length of time is considered to be five years. 8.5 EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE HEREIN, THE PROVISIONS OF THIS SECTION ARE IN LIEU OF ALL OTHER OBLIGATIONS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF NON-INFRINGEMENT, AND STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF LICENSOR AND THE SOLE, EXCLUSIVE, AND ENTIRE REMEDY OF LICENSEE WITH RESPECT TO ANY CLAIM OF INFRINGEMENT BY THE PROGRAM. IN NO EVENT SHALL LICENSOR BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY INFRINGEMENT UNDER THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PATENT AND COPYRIGHT INDEMNIFICATION. If a third party claims that a Deliverable that Chordiant provides to IBM (a) IGT shall defend any suit or proceeding brought against CZO to the Customer extent it is based on a claim that the IGT manufactured product directly infringes that third party’s a patent or copyrightscopyright issued by the United States; provided IGT is notified promptly in writing and given authority, or misappropriates that third party’s trade secrets, regardless of whether that third party had made such claim against IBM or a Customer which has been provided a Deliverable that is information and assistance (at IGT's expense) for the basis defense of the infringement suit or misappropriation claim, Chordiant will defend IBM or its Customer against that claim at Chordiant’s expense and proceeding. IGT shall pay all costsdamages and costs awarded against CZO in such suit or proceeding or settlement, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by Chordiant, provided that IBM or its Customer (as applicable): 1. promptly notifies Chordiant in writing if IGT has been given full control of the claim; 2. allows Chordiant to control and cooperates with Chordiant in the defense and the negotiations for settlement, if any, of the suit or proceeding (any related settlement negotiations, provided that any such settlement does shall require the consent of CZO which shall not adversely affect IBMbe unreasonably withheld). If any IGT manufactured product is held in such suit or proceeding directly to infringe a claim is patent or is copyright of the United States, or is, in IGT's opinion, likely to be madeheld directly to infringe such a patent or copyright, Chordiant willIGT may, at its own option and expense, exercise in the following remedies in any order selected by Chordiant: (ia) obtain procure for IBM and the Customer CZO the right to continue to useusing said product, sell and license the Deliverables consistent with this Subcontractor Agreement; (ii) modify Deliverables so they are non-infringing and in compliance with this Agreement; (iiib) replace the affected Deliverables product with non-infringing ones that comply with this Subcontractor Agreement; or if after attempting to exercise (i)product, (iic) and (iii), none of these are commercially reasonable, then it shall accept modify the return of infringing Deliverable(s) and refund any amount paid for such infringing Deliverable(s). Chordiant may accept the first of remedies (i), (ii) or (iii), in whichever order it may select, product so that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible: 1. IBM's or the Customer’s modification of a Deliverable, or a Deliverable’s use in other than its Specified Operating Environment when the claim would not have occurred but for such modification or use; 2. the combination, operation, or use of a Deliverable with any products not provided by Chordiant as a system, or not in accordance with the Deliverable’s specifications, or the combination, operation or use of a Deliverable with any product, data, business method or apparatus that Chordiant did not provide or specify, when the claim would not have occurred but for such combination, operation or use; 3. IBM’s or the Customer’s failure to install a Chordiant-supplied update or upgrade, when the claim would not have occurred but for such failure; or 4. infringement by becomes a non-Chordiant Deliverable aloneinfringing product, when or (d) require return of the product and refund the purchase price for the product (less a deduction for depreciation equal to one and two-thirds percent (1.67%) of the purchase price for each full month since the date of shipment of the product). IGT shall have no liability to CZO if the infringement or claim would thereof is based upon (a) the use of the product in combination with other products, devices or software which are not have occurred but for such non-Chordiant Deliverablefurnished to CZO by IGT, (b) modification of the product by other than IGT or (c) use of the product as part of any infringing process, apparatus or product. If THIS SECTION STATES THE ENTIRE LIABILITY OF IGT FOR PATENT OR COPYRIGHT INFRINGEMENT. (b) CZO shall indemnify IGT and defend any suit or proceeding brought against IGT to the extent it is based on a third party claims claim that the making or selling of CZO's product infringes a deliverable provided by IBM to IBM’s Customer which includes a Chordiant Deliverable infringes that third party’s patent or copyright; provided that CZO is notified promptly in writing and given authority, information and assistance (at CZO's expense) for the defense of the suit or misappropriates that third party’s trade secrets, IBM will defend Chordiant against that claim at IBM’s expense and proceeding. CZO shall pay all costsdamages and costs awarded against IGT in such suit or proceeding or settlement, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by IBM, provided that Chordiant: 1. promptly notifies IBM in writing if CZO has been given full control of the claim; and 2. allows IBM to control and cooperates with IBM in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause of the infringement claim negotiations for the settlement, if any, of the suit or 2) proceeding (any settlement shall require the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend consent of IGT which shall not apply if the combination, operation or use of the Chordiant Deliverable in the IBM deliverable is in accordance with the documentation or specifications for the Chordiant Deliverable or the combination was made with the written approval of Chordiantbe unreasonably withheld).

PATENT AND COPYRIGHT INDEMNIFICATION. If Core will defend at its own expense any action against Licensee brought by a third party claims that a Deliverable that Chordiant provides to IBM or to the Customer infringes extent that the action is based upon a claim that the Software Programs infringe any U.S. patents, trademarks or copyrights of a third party’s patent or copyrights, or misappropriates and Core will pay those costs and damages finally awarded against Licensee in any such action that third party’s trade secrets, regardless of whether that third party had made are specifically attributable to such claim against IBM or a Customer which has been provided a Deliverable that is the basis of the infringement or misappropriation claim, Chordiant will defend IBM or its Customer against that claim at Chordiant’s expense those costs and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included damages agreed to in a settlement approved by Chordiant, provided that IBM or its Customer (as applicable): 1of such action. The foregoing obligations are conditioned on Licensee notifying Core promptly notifies Chordiant in writing of the claim; 2. allows Chordiant to such action; giving Core sole control and cooperates with Chordiant in of the defense thereof and any related settlement negotiations; and cooperating, provided that any at Core's request and expense in such settlement does not adversely affect IBMdefense. If such a claim is the Software Programs become, or is in Core's opinion are likely to be madebecome, Chordiant willthe subject of an infringement claim, Core may, at its own sole option and expense, exercise the following remedies in any order selected by Chordiant: either (i) obtain procure for IBM and the Customer Licensee the right to continue to useusing the Software Programs, sell and license the Deliverables consistent with this Subcontractor Agreement; (ii) replace or modify Deliverables the Software Programs so that they are become non-infringing infringing, or (iii) accept return of the Software Programs, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund Licensee the pre-paid fees for such Software Programs on a pro-rata basis. Notwithstanding the foregoing, Core will have no obligation under this Section or otherwise with respect to any infringement claim based upon any use of the Software Programs not in compliance accordance with this Agreement; (iii) replace any use of the affected Deliverables Software Programs in combination with non-infringing ones that comply with this Subcontractor Agreement; or if after attempting to exercise (i)equipment, (ii) and (iii), none of these are commercially reasonable, then it shall accept the return of infringing Deliverable(s) and refund any amount paid for such infringing Deliverable(s). Chordiant may accept the first of remedies (i), (ii) or (iii), in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible: 1. IBM's or the Customer’s modification of a Deliverablesoftware, or a Deliverable’s use in other than its Specified Operating Environment when the claim data not supplied by Core if such infringement would not have occurred but for such modification or use; 2. the combination, operation, or use of a Deliverable with any products not provided by Chordiant as a system, or not in accordance with the Deliverable’s specifications, or the combination, operation or use of a Deliverable with any product, data, business method or apparatus that Chordiant did not provide or specify, when the claim would not have occurred been avoided but for such combination, operation ; any use of any release of the Software Programs other than the most current release made available to Licensee; any modification of the Software Programs by any person other than Core or use; 3. IBM’s its authorized agents or subcontractors; or the Customer’s failure to install a Chordiant-supplied update or upgrade, when the claim would not have occurred but for such failure; or 4. infringement by a non-Chordiant Deliverable alone, when the claim would not have occurred but for such non-Chordiant Deliverable. If a third party claims that a deliverable provided by IBM to IBM’s Customer which includes a Chordiant Deliverable infringes that third party’s patent or copyright, or misappropriates that third party’s trade secrets, IBM will defend Chordiant against that claim at IBM’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by IBM, provided that Chordiant: 1. promptly notifies IBM in writing of the claim; and 2. allows IBM to control and cooperates with IBM in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause of the infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend shall not apply if the combination, operation or use of the Chordiant Deliverable in Software Programs after receiving notice that the IBM deliverable is in accordance with Software Programs infringe the documentation intellectual property rights of a third party. Any and all claims for indemnification or specifications for infringement defense under this Section must be brought before the Chordiant Deliverable first anniversary of the date of termination or the combination was made with the written approval expiration of Chordiantthis Agreement. THIS SECTION STATES CORE'S ENTIRE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR ANY CLAIMS OR ALLEGATIONS OF INFRINGEMENT.

PATENT AND COPYRIGHT INDEMNIFICATION. If a third party claims that a Deliverable that Chordiant provides to IBM or to the Customer infringes that third party’s patent or copyrights, or misappropriates that third party’s trade secrets, regardless of whether that third party had made such claim against IBM or a Customer which has been provided a Deliverable that is the basis of the infringement or misappropriation claim, Chordiant will defend IBM or its Customer against that claim at Chordiant’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by Chordiant, provided that IBM or its Customer (as applicable): 1. promptly notifies Chordiant in writing of the claim; 2. allows Chordiant to control and cooperates with Chordiant in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect IBM. If such a claim is or is likely to be made, Chordiant willNLT shall, at its own expense, exercise defend any suit instituted against 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 following remedies 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 any such Product infringes any patent or copyright of a third party, provided that Dealer gives NLT immediate notice, in writing, of any order selected by Chordiant: notice or claims of infringement and permits NLT through NLT's counsel to defend the same and gives NLT all available information, assistance and authority to enable NLT to assume such defense. NLT shall control the defense of any such suit, including appeals from any judgment therein and any negotiations for the settlement or compromise thereof with full authority to enter into a binding settlement or compromise. In the event that any Future Product is held to infringe and its use is enjoined, NLT shall, at its option and expense, (i) obtain procure for IBM and the Customer Dealer the right to continue to use, sell and license the Deliverables consistent with this Subcontractor Agreement; (ii) modify Deliverables so they are non-infringing and in compliance with this Agreement; (iii) replace the affected Deliverables with non-infringing ones that comply with this Subcontractor Agreement; or if after attempting to exercise (i)using such Product, (ii) provide the necessary parts and (iii)documentation to replace or modify such Product so that it no longer infringes, none of these are commercially reasonable, then it shall accept the return of infringing Deliverable(s) and refund any amount paid for such infringing Deliverable(s). Chordiant may accept the first of remedies (i), (ii) or (iii)) grant Dealer a credit for such Future Product upon its return to NLT allowing for reasonable depreciation for use. Notwithstanding the provisions of this Section, in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding NLT shall have no liability whatsoever to Dealer with respect to any claim of patent or copyright infringement or trade secret misappropriationclaim thereof which is based upon or arises out of (i) the use of any Product in combination with an apparatus or device not manufactured or supplied by NLT, if such combination causes or contributes to the infringement, (ii) the use of any Product in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Product by Dealer or any third party which causes the Product to become infringing. Chordiant’s obligations and responsibilities This Section states the entire liability of NLT for or arising out of any patent or copyright infringement or claim thereof with respect to the Customer are subject Products furnished to all the conditions, limitations and restrictions contained in Dealer under this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible: 1. IBM's or the Customer’s modification of a Deliverable, or a Deliverable’s use in other than its Specified Operating Environment when the claim would not have occurred but for such modification or use; 2. the combination, operation, or use of a Deliverable with any products not provided by Chordiant as a system, or not in accordance with the Deliverable’s specifications, or the combination, operation or use of a Deliverable with any product, data, business method or apparatus that Chordiant did not provide or specify, when the claim would not have occurred but for such combination, operation or use; 3. IBM’s or the Customer’s failure to install a Chordiant-supplied update or upgrade, when the claim would not have occurred but for such failure; or 4. infringement by a non-Chordiant Deliverable alone, when the claim would not have occurred but for such non-Chordiant Deliverable. If a third party claims that a deliverable provided by IBM to IBM’s Customer which includes a Chordiant Deliverable infringes that third party’s patent or copyright, or misappropriates that third party’s trade secrets, IBM will defend Chordiant against that claim at IBM’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by IBM, provided that Chordiant: 1. promptly notifies IBM in writing of the claim; and 2. allows IBM to control and cooperates with IBM in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect Chordiant; IBM’s foregoing obligation to defend shall only apply 1) if the IBM deliverable without combination with the Chordiant Deliverable is the sole cause of the infringement claim or 2) the claim is due solely to IBM’s or IBM’s Customer’s failure to install a Chordiant-supplied update or upgrade and IBM’s obligation to defend shall not apply if the combination, operation or use of the Chordiant Deliverable in the IBM deliverable is in accordance with the documentation or specifications for the Chordiant Deliverable or the combination was made with the written approval of ChordiantAgreement.