Common use of PATENT AND COPYRIGHT INFRINGEMENT Clause in Contracts

PATENT AND COPYRIGHT INFRINGEMENT. Contractor will defend State against any third-party claim alleging that a Contractor-developed or manufactured Product or Service (the “Infringing Product”) directly infringes a United States patent or copyright (“Infringement Claim”), and Contractor will pay all damages finally awarded against State by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Contractor in settlement of an Infringement Claim. Contractor’s duties under this Section 10 – Patent, and Copyright Infringement are conditioned upon: (a) State promptly notifying Contractor in writing of the Infringement Claim; (b) Contractor having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) State cooperating with Contractor and, if requested by Contractor, providing reasonable assistance in the defense of the Infringement Claim. If an Infringement Claim occurs, or in Contractor’s opinion is likely to occur, Contractor may at its option and expense: (a) procure for State the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non-infringing; or (c) with the State’s consent, and such consent shall be reasonably granted, grant State (i) a pro-rated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded software). In addition to the other damages disclaimed under this Agreement, Contractor will have no duty to defend or indemnify State for any Infringement Claim that arises from or is based upon: (a) State Data, State- Provided Equipment, Non-Contractor Content,or third-party equipment, hardware, software, data or other third-party materials; (b) the combination of the Product or Service with any products or materials not provided by Contractor; (c) a Product or Service designed, modified, or manufactured in accordance with State’s designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Contractor; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by State to use or install an update to the Product or Service that is intended to correct the claimed infringement. In no event will Contractor’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Contractor from State from sales or license of the Infringing Product. This Section 10 – Patent, and Copyright Infringement provides State’s sole and exclusive remedies and Contractor’s entire liability in the event of an Infringement Claim. clarity, the rights and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 9 – Limitation of Liability above.

PATENT AND COPYRIGHT INFRINGEMENT. Contractor 13.2.1. Seller will defend State at its expense any suit brought against any third-party claim alleging Customer to the extent that a Contractor-developed or manufactured Product or Service (the “Infringing Product”) directly infringes a United States patent or copyright (“it is based on an Infringement Claim”), and Contractor Seller will pay all indemnify Customer for those costs and damages finally awarded against State by a court of competent jurisdiction Customer for an Infringement Claim, or agreed to in writing by Contractor in settlement of an Infringement Claim. ContractorSeller’s duties under this Section 10 – Patent, to defend and Copyright Infringement indemnify are conditioned upon: (ai) State Customer promptly notifying Contractor Seller in writing of the such Infringement Claim; (bii) Contractor Seller having sole control of the defense of the such suit and all negotiations for its settlement or compromise; and (ciii) State cooperating with Contractor Customer providing to Seller cooperation and, if requested by ContractorSeller, providing reasonable assistance in the defense of the Infringement Claim. 13.2.2. If an Infringement Claim occurs, or in Contractor’s Seller's opinion is likely to occur, Contractor Seller may at its option and expense: (a) expense procure for State Customer the right to continue using the Infringing Product; (b) Equipment or IDEMIA Software, replace or modify the Infringing Product it so that it becomes non-infringing; infringing while providing functionally equivalent performance, or (c) with the State’s consent, and such consent shall be reasonably granted, grant State (i) a pro-rated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) Customer a credit for the Infringing Product, less a reasonable charge such Equipment or IDEMIA Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for depreciation (if the Infringing Product is Equipment, including such Equipment with embedded software)and IDEMIA Software. 13.2.3. In addition to the other damages disclaimed under this Agreement, Contractor Seller will have no duty to defend or indemnify State for any Infringement Claim that arises from or is based upon: upon (a) State Data, State- Provided Equipment, Non-Contractor Content,or third-party equipment, hardware, software, data or other third-party materials; (bi) the combination of the Product Equipment or Service IDEMIA Software with any products software, apparatus or materials device not provided furnished by ContractorSeller; (cii) a Product the use of ancillary equipment or Service designed, modified, software not furnished by Seller and that is attached to or manufactured used in accordance connection with State’s designs, specifications, guidelines the Equipment or instructionsIDEMIA Software; (diii) any Equipment that is not Seller’s design or formula; (iv) a modification of the Product or Service IDEMIA Software by a party other than Contractor; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this AgreementSeller; or (fv) the failure by State Customer to use or install an update enhancement release to the Product or Service IDEMIA Software that is intended to correct the claimed infringement. In no event will Contractor’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Contractor from State from sales or license of The foregoing states the Infringing Product. This Section 10 – Patent, and Copyright Infringement provides State’s sole and exclusive remedies and Contractor’s entire liability in of Seller with respect to infringement of patents and copyrights by the event of an Infringement Claim. clarity, the rights Equipment and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 9 – Limitation of Liability aboveIDEMIA Software or any parts thereof.

PATENT AND COPYRIGHT INFRINGEMENT. Contractor 12.3.1. IDEMIA will defend State at its expense any suit brought against any third-party claim alleging Customer to the extent that a Contractor-developed or manufactured Product or Service (the “Infringing Product”) directly infringes a United States patent or copyright (“it is based on an Infringement Claim”), and Contractor IDEMIA will pay all indemnify Customer for those costs and damages finally awarded against State by a court of competent jurisdiction Customer for an Infringement Claim, or agreed to in writing by Contractor in settlement of an Infringement Claim. ContractorIDEMIA’s duties under this Section 10 – Patent, to defend and Copyright Infringement indemnify are conditioned upon: (ai) State Customer promptly notifying Contractor IDEMIA in writing of the such Infringement Claim; (bii) Contractor IDEMIA having sole control of the defense of the such suit and all negotiations for its settlement or compromise; and (ciii) State cooperating with Contractor Customer providing to IDEMIA cooperation and, if requested by ContractorIDEMIA, providing reasonable assistance in the defense of the Infringement Claim. 12.3.2. If an Infringement Claim occurs, or in Contractor’s IDEMIA's opinion is likely to occur, Contractor IDEMIA may at its option and expense: (a) expense procure for State Customer the right to continue using the Infringing Product; (b) Equipment or IDEMIA Software, replace or modify the Infringing Product it so that it becomes non-infringing; infringing while providing functionally equivalent performance, or (c) with the State’s consent, and such consent shall be reasonably granted, grant State (i) a pro-rated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) Customer a credit for the Infringing Product, less a reasonable charge such Equipment or IDEMIA Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for depreciation (if the Infringing Product is Equipment, including such Equipment with embedded software)and IDEMIA Software. 12.3.3. In addition to the other damages disclaimed under this Agreement, Contractor IDEMIA will have no duty to defend or indemnify State for any Infringement Claim that arises from or is based upon: upon (a) State Data, State- Provided Equipment, Non-Contractor Content,or third-party equipment, hardware, software, data or other third-party materials; (bi) the combination of the Product Equipment or Service IDEMIA Software with any products software, apparatus or materials device not provided furnished by ContractorIDEMIA; (cii) a Product the use of ancillary equipment or Service designed, modified, software not furnished by IDEMIA and that is attached to or manufactured used in accordance connection with State’s designs, specifications, guidelines the Equipment or instructionsIDEMIA Software; (diii) any Equipment that is not IDEMIA’s design or formula; (iv) a modification of the Product or Service IDEMIA Software by a party other than Contractor; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this AgreementIDEMIA; or (fv) the failure by State Customer to use or install an update enhancement release to the Product or Service IDEMIA Software that is intended to correct the claimed infringement. In no event will Contractor’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Contractor from State from sales or license of The foregoing states the Infringing Product. This Section 10 – Patent, and Copyright Infringement provides State’s sole and exclusive remedies and Contractor’s entire liability in of IDEMIA with respect to infringement of patents and copyrights by the event of an Infringement Claim. clarity, the rights Equipment and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 9 – Limitation of Liability aboveIDEMIA Software or any parts thereof.

PATENT AND COPYRIGHT INFRINGEMENT. Contractor will defend State 12.1 In lieu of any other warranty by VCTC or Consultant against any third-party claim alleging that a Contractor-developed or manufactured Product or Service (the “Infringing Product”) directly infringes a United States patent or copyright (“Infringement Claim”)infringement, statutory or otherwise, it is agreed that Consultant shall defend at its expense any claim or suit against VCTC on account of any finding that any item furnished under this Agreement or the normal use or sale thereof arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Contractor will Consultant shall pay all costs and damages finally awarded against State by a court of competent jurisdiction for an Infringement Claimin any such suit or claim, or agreed to in writing by Contractor in settlement of an Infringement Claim. Contractor’s duties under this Section 10 – Patent, and Copyright Infringement are conditioned upon: (a) State provided that Consultant is promptly notifying Contractor notified in writing of the Infringement Claimsuit or claim and given authority, information and assistance at Consultant‟s expense for the defense of same. However, Consultant will not indemnify VCTC if the suit or claim results from: (1) VCTC‟s alteration of a deliverable, such that said deliverable in its altered form infringes upon any presently existing U.S. letters patent or copyright; or (b2) Contractor having the use of a deliverable in combination with other material not provided by Consultant when such use in combination infringes upon an existing U.S. letters patent or copyright. 19.2 Consultant shall have sole control of the defense of the any such claim or suit and all negotiations for its settlement thereof. Consultant shall not be obligated to indemnify VCTC under any settlement made without Consultant‟s consent or compromise; and (c) State cooperating with Contractor and, if requested by Contractor, providing reasonable assistance in the event VCTC fails to cooperate fully in the defense of the Infringement Claimany suit or claim, provided, however, that said defense shall be at Consultant‟s expense. If an Infringement Claim occursthe use or sale of said item in enjoined as a result of such suit or claim, or in Contractor’s opinion is likely Consultant, at no expense to occurVCTC, Contractor may at its option and expense: (a) procure shall obtain for State VCTC the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non-infringing; or (c) with the State’s consent, use and such consent shall be reasonably granted, grant State (i) a pro-rated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded software). In addition to the other damages disclaimed under this Agreement, Contractor will have no duty to defend or indemnify State for any Infringement Claim that arises from or is based upon: (a) State Data, State- Provided Equipment, Non-Contractor Content,or third-party equipment, hardware, software, data or other third-party materials; (b) the combination of the Product or Service with any products or materials not provided by Contractor; (c) a Product or Service designed, modifiedsell said item, or manufactured in accordance with State’s designs, specifications, guidelines or instructions; shall substitute an equivalent item acceptable to VCTC and extend this patent and copyright indemnity thereto. FTA REQUIREMENTS Federal Transit Administration (dFTA) a modification of the Product or Service requirements attached hereto are incorporated herein by a party other than Contractor; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms this reference and are an enforceable part of this Agreement; . References therein to Consultant in those requirements include any assignee. FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS FTA 1. FEDERAL CHANGES Consultant shall at all times comply with all applicable Federal Transit Administration (FTA) regulations, policies, procedures and directives, including without limitation those listed directly or (f) by reference in the failure grant agreements between the VCTC and FTA, as they may be amended or promulgated from time to time during the term of this Agreement. Failure by State Consultant to use or install an update to the Product or Service that is intended to correct the claimed infringementso comply shall constitute a material breach of this contract. In no event will Contractor’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Contractor from State from sales or license of the Infringing Product. This Section 10 – Patent, and Copyright Infringement provides State’s sole and exclusive remedies and Contractor’s entire liability in the event any such changes significantly affect the cost or the schedule to perform the work, Consultant shall be entitled to submit a claim for an equitable adjustment under the applicable provisions of an Infringement Claim. clarity, the rights and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 9 – Limitation of Liability aboveAgreement.