Common use of PATENT AND COPYRIGHT INDEMNIFICATION Clause in Contracts

PATENT AND COPYRIGHT INDEMNIFICATION. Core will defend at its own expense any action against Licensee brought by a third party to the 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, and Core will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a settlement of such action. The foregoing obligations are conditioned on Licensee notifying Core promptly in writing of such action; giving Core sole control of the defense thereof and any related settlement negotiations; and cooperating, at Core's request and expense in such defense. If the Software Programs become, or in Core's opinion are likely to become, the subject of an infringement claim, Core may, at its sole option and expense, either (i) procure for Licensee the right to continue using the Software Programs, (ii) replace or modify the Software Programs so that they become non-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 paid 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 accordance with this Agreement, any use of the Software 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 use of the Software Programs after receiving notice that the Software Programs infringe the 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 infringement defense under this Section must be brought before the first anniversary of the date of termination or expiration of this Agreement.

PATENT AND COPYRIGHT INDEMNIFICATION. Core will defend at its own expense any action against Licensee brought by a third party to the 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, and Core will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a settlement of such action. The foregoing obligations are conditioned on Licensee notifying Core promptly in writing of such action; giving Core sole control of the defense thereof and any related settlement negotiations; and cooperating, at Core's request and expense in such defense. If the Software Programs become, or in Core's opinion are likely to become, the subject of an infringement claim, Core may, at its sole option and expense, either (i) procure for Licensee the right to continue using the Software Programs, (ii) replace or modify the Software Programs so that they become non-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 paid 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 accordance with this Agreement, ; any use of the Software 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, such combination; 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 use of the Software Programs after receiving notice that the Software Programs infringe the 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 infringement defense under this Section must be brought before the first anniversary of the date of termination or expiration of this Agreement. THIS SECTION STATES CORE'S ENTIRE LIABILITY AND LICENSEE'S EXCLUSIVE REMEDY FOR ANY CLAIMS OR ALLEGATIONS OF INFRINGEMENT.

PATENT AND COPYRIGHT INDEMNIFICATION. Core Pwnie Express will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Software Programs infringe infringes any U.S. patents, trademarks or copyrights of a third party, and Core Pwnie Express will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to by Pwnie Express in a settlement of such action. The foregoing obligations are conditioned on Licensee notifying Core Pwnie Express promptly in writing of such action; giving Core Pwnie Express sole control of the defense thereof and any related settlement negotiations; and cooperating, at Core's Pwnie Express’s request and expense in such defense. If the Software Programs becomebecomes, or in Core's Pwnie Express’s opinion are is likely to become, the subject of an infringement claim, Core Pwnie Express may, at its sole option and expense, either (i) procure for Licensee the right to continue using the Software ProgramsSoftware, (ii) replace or modify the Software Programs so that they become it becomes non-infringing, or (iii) accept return of the Software ProgramsSoftware, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund Licensee the annual pre-paid fees paid for such Software Programs on a pro-rata or depreciated basis, as applicable. Notwithstanding the foregoing, Core Pwnie Express 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 accordance with this Agreement, ; any use of the Software Programs in combination with equipment, software, or data not supplied by Core Pwnie Express if such infringement would have been avoided but for the combination with other equipment, software or data, such combination; 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 Pwnie Express or its authorized agents or subcontractors, ; or the use of the Software Programs after receiving notice that the Software Programs infringe infringes the 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 infringement defense under this Section must be brought before the first anniversary of the date of expiration or termination or expiration of this Agreement. THIS SECTION STATES PWNIE EXPRESS’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OR ALLEGATIONS OF INFRINGEMENT.

PATENT AND COPYRIGHT INDEMNIFICATION. Core will defend at its own expense any action against Licensee brought by a third party to the 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, and Core will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a settlement of such action. The foregoing obligations are conditioned on Licensee notifying Core promptly in writing of such action; giving Core sole control of the defense thereof and any related settlement negotiations; and cooperating, at Core's ’s request and expense in such defense. If the Software Programs become, or in Core's ’s opinion are likely to become, the subject of an infringement claim, Core may, at its sole option and expense, either (i) procure for Licensee the right to continue using the Software Programs, (ii) replace or modify the Software Programs so that they become non-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 paid 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 accordance with this Agreement, any use of the Software 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 use of the Software Programs after receiving notice that the Software Programs infringe the intellectual property rights of a third party. THIS SECTION STATES CORE'S ’S ENTIRE LIABILITY AND LICENSEE'S ’S EXCLUSIVE REMEDY FOR ANY CLAIMS OR ALLEGATIONS OF INFRINGEMENT. Any and all claims for indemnification or infringement defense under this Section must be brought before the first anniversary of the date of termination or expiration of this Agreement.

PATENT AND COPYRIGHT INDEMNIFICATION. Core Pwnie Express will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Software Programs infringe infringes any U.S. patents, trademarks or copyrights of a third party, and Core Pwnie Express will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to by Pwnie Express in a settlement of such action. The foregoing obligations are conditioned on Licensee notifying Core Pwnie Express promptly in writing of such action; giving Core Pwnie Express sole control of the defense thereof and any related settlement negotiations; and cooperating, at Core's Pwnie Express’s request and expense in such defense. If the Software Programs becomebecomes, or in Core's Pwnie Express’s opinion are is likely to become, the subject of an infringement claim, Core Pwnie Express may, at its sole option and expense, either (i) procure for Licensee the right to continue using the Software ProgramsSoftware, (ii) replace or modify the Software Programs so that they become it becomes non-infringing, or (iii) accept return of the Software ProgramsSoftware, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the pre-annual pre- paid fees paid for such Software Programs on a pro-rata or depreciated basis, as applicable. Notwithstanding the foregoing, Core Pwnie Express 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 accordance with this Agreement, ; any use of the Software Programs in combination with equipment, software, or data not supplied by Core Pwnie Express if such infringement would have been avoided but for the combination with other equipment, software or data, such combination; 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 Pwnie Express or its authorized agents or subcontractors, ; or the use of the Software Programs after receiving notice that the Software Programs infringe infringes the 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 infringement defense under this Section must be brought before the first anniversary of the date of expiration or termination or expiration of this Agreement. THIS SECTION STATES PWNIE EXPRESS’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OR ALLEGATIONS OF INFRINGEMENT.