Common use of PATENT, COPYRIGHT AND TRADEMARK INDEMNITY Clause in Contracts

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase order. The Contractor shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase order. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order Contract which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase ordercontract. The Contractor shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderContract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-non- infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order Contract which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase ordercontract. The Contractor shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderContract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: (a) the design of any product or legal process provided or used in the performance of the purchase order Contract which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law law; or (b) any copyrighted matter in any report report, document or other material provided to the commonwealth County under the purchase orderContract. The Contractor shall defend any suit or proceeding brought against the Commonwealth County on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. This is upon condition that the Commonwealth County shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, involved the Commonwealth County may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth County at the Contractor’s written request, it shall be at the Contractor’s Contractor s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth County harmless from all damages, costs, costs and expenses, including attorney’s fees fees, that the Contractor or the Commonwealth County may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderContract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) County any amounts paid by the Commonwealth County towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which this Contract that is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth University under the purchase orderthis Contract. The Contractor shall defend any suit or proceeding brought against the Commonwealth University on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the this Contract. This is upon condition that the Commonwealth University shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth University may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth University at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth University harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth University may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderthis Contract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement infringing products, replace them with non-infringement infringing equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are that is obtained contemporaneously with the infringing product, or, at the option of the CommonwealthUniversity, only those items of equipment or software which that are held to be infringing, and to pay the CommonwealthUniversity: 1) any amounts paid by the Commonwealth University towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth University for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph section continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase order. The Contractor shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase order. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor A. Buyer shall, at its own expense expense, indemnify and hold Seller harmless from and against any claim, expense, damage or loss resulting from, and shall defend at its optionown expense (including reasonable attorneys fees and expenses) any claim or suit that may be made against Seller for any alleged infringement of any patent, either procure trade xxxx, copyright, or other proprietary right related to the right Products covered by this Agreement to continue use the extent that the alleged infringement arises from Seller's compliance with Specifications and instructions issued by Buyer and/or an Issuing Party. Seller shall give Buyer prompt notice in writing of any such suit or claim and its documentation and permit Buyer, through counsel of Buyer's choice, to answer the charge of infringement and defend such suit and control the settlement thereof. Seller shall cooperate with Buyer at Buyer's expense, in the defense and/or settlement of such suit or claim. Buyer shall not be responsible or liable for any settlement made without its prior written consent. In addition, in the event that an infringement productssuit results in a judgment against Buyer's designs, replace them with non-infringement equal performance products or modify them so Buyer's liability shall also be to purchase at Seller's cost all materials obsoleted by the judgment, including finished goods, work in progress, and Buyer unique materials that they are no longer infringing. If the Contractor is unable have been purchased within lead time by Seller to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringingfulfill Buyer's Purchase Order(s), and to pay the Commonwealth: 1) reimburse Seller for cancellation and/or return charges for obsoleted standard products that have been purchased within lead time by Seller to fulfill Buyer's Purchase Orders. B. Seller shall, at its own expense, indemnify and hold Buyer and each Issuing Party harmless from and against any amounts paid by the Commonwealth towards the purchase claim, expense, damage, or loss resulting from, and shall defend at its own expense (including reasonable attorneys fees and expenses), any claim or suit that may be made against any of the product, less straight line depreciation; 2) them for any license fee paid by the Commonwealth for the use alleged infringement of any softwarepatent, less an amount for trade xxxx, copyright, or other proprietary right related to the period of usage; Products covered by this Agreement except to the extent that the alleged infringement arises from Seller's compliance with Specifications and 3) instructions issued by Buyer and the pro rata portion Issuing Party. Buyer and the Issuing Party shall give Seller prompt notice in writing of any maintenance fee representing such suit or claim and its documentation and permit Seller, through counsel of Seller's choice, to answer the time remaining charge of infringement and defend such suit and control the settlement thereof. Buyer and the Issuing Party shall cooperate with Seller at Seller's expense, in the defense and/or settlement of such suit or claim. Seller shall not be responsible or liable for any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor settlement made without its prior written consent. C. This Section 19, as limited by Section 15, allocates the total responsibility and liability for, and the sole remedy for, any actual or alleged infringement of any patent, trademark or copyright by any Products or services delivered hereunder, or any part thereof. This Section 19 is in lieu of and replaces any other expressed, implied, or statutory warranty against infringement. If a supplier of Components is or may be required to indemnify, -------------------------------------------------------------------------------- Iomega WS, Supplier RM Rev. P, July 30, 1997 -- -- defend or hold Seller, Buyer or an Issuing Party harmless with respect to any alleged infringement, Seller agrees to coordinate its activities with respect to such supplier with Buyer and to assign its rights with respect to such supplier to Buyer upon request. D. Seller is authorized to use Buyers logo and trademarks only to the extent necessary to meet the required specification for the Product(s) and only after Buyer's prior review and approval of each use. No other rights with respect to Buyer's trademarks, trade names or brand names are conferred, either expressly or by implication, upon Seller.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which this Contract that is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth University under the purchase orderthis Contract. The Contractor shall defend any suit or proceeding brought against the Commonwealth University on account of any alleged patent, copyright copyright, or trademark infringement in the United States of any of the products provided or used in the performance of the this Contract. This is upon condition that the Commonwealth University shall provide prompt notification in writing of such suit or proceeding; full right, authorization authorization, and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth University may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth University at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth University harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth University may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderthis Contract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement infringing products, replace them with non-infringement infringing equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are that is obtained contemporaneously with the infringing product, or, at the option of the CommonwealthUniversity, only those items of equipment or software which that are held to be infringing, and to pay the CommonwealthUniversity: 1) any amounts paid by the Commonwealth University towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth University for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph section continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor Subgrantee warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order Grant Agreement which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase orderGrant Agreement. The Contractor Subgrantee shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the ContractGrant Agreement. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the ContractorSubgrantee’s written request, it shall be at the ContractorSubgrantee’s expense, but the responsibility for such expense shall be only that within the ContractorSubgrantee’s written authorization. The Contractor Subgrantee shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor Subgrantee or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderContract. If any of the products provided by the Contractor Subgrantee in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor Subgrantee shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor Subgrantee is unable to do any of the preceding, the Contractor Subgrantee agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: : 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; ; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor Subgrantee under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product the item(s) or the process provided or used in the performance of the purchase order which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth Commonwealth under the purchase order. The Contractor shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products item(s) provided or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products item(s) provided or used in the performance of the purchase order. If any of the products item(s) provided by the Contractor are held in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement productsitem(s), replace them with non-infringement noninfringement equal performance products item(s) or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are is obtained contemporaneously with the infringing productitem(s), or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase item(s) of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an a reasonable amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants 12.1 Licensee agrees that it is Licensor has the sole owner or author ofright to defend, or has entered into a suitable legal agreement concerning either: a) the design of at its option to settle, and Licensor agrees, at its own expense, to defend or at its option to settle, any product or process provided or used in the performance of the purchase order which is covered by a patentclaim, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase order. The Contractor shall defend any suit or proceeding brought against Licensee on the Commonwealth on account issue of infringement of any alleged patent, copyright or trademark infringement in associated with the United States Product distributed hereunder or the use thereof subject to the limitations hereinafter set forth. Licensor shall have sole control of any of such action or settlement negotiations (provided that Licensee will have the products provided or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full rightright to reasonably participate, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conductat its own expense, in its sole discretion, the defense of any such action. If information matter) and assistance are furnished by the Commonwealth at the Contractorprovided further that Licensor may not settle any such matter without Licensee’s prior written requestconsent if such settlement obligates Licensee to make a financial commitment, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless requires Licensee to agree to take or refrain from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademarktaking action (other than as provided below), or patent interests and rights otherwise affects a material right of Licensee. Licensor agrees to pay any final judgment or settlement amount entered against Licensee on such issue in any products provided or used in the performance of the purchase order. If any of the products provided by the Contractor in such suit or proceeding are held defended by Licensor. Licensee agrees that Licensor at its sole option shall be relieved of the foregoing obligations if Licensee fails to constitute notify Licensor in a timely fashion of such claim and such delay materially prejudices Licensor’s ability to defend such claim and if Licensee fails to give Licensor the authority to proceed as contemplated herein, and does not, at Licensor's expense, give Licensor proper and full information and assistance to settle and/or defend any such claim, suit or proceeding. If the Product, or any part thereof are, or in the opinion of Licensor may become, the subject of any claim, suit or proceeding for infringement and of any such patent, copyright or trademark or if it is adjudicatively determined that the Product, or any part thereof infringe any such patent, copyright or trademark, or if the distribution or use is of the Product, or any part thereof is, as a result, enjoined, the Contractor shallthen Licensee may, at its own expense option and at its option, either expense: (a) procure for Licensee the right under such patent, copyright or trademark to continue use of such infringement productsdistribute or use, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the precedingas appropriate, the Contractor agrees to remove all Product or such part thereof; or (b) replace the equipment Product, or software which are obtained contemporaneously part thereof with other suitable Product or parts; or (c) suitably modify the infringing productProduct, or part thereof: or (d) terminate this Agreement. 12.2 Notwithstanding the provisions of Subsection 12.1 above, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1Licensor assumes no liability for: (a) any amounts paid by infringement claims arising from or based upon the Commonwealth towards the purchase of the productcombination, less straight line depreciation; 2) any license fee paid by the Commonwealth for the operation, or use of any softwareProduct with equipment, less an amount product, data, or programming not supplied by Licensor for which the period Product was not intended to be used; (b) any trademark infringements claims involving any marking or branding not applied by Licensor; or (c) any infringement claims attributable to use of usage; and 3) the pro rata portion Product in violation of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations terms of the Contractor under End-User License Agreement. 12.3 The foregoing provisions of this paragraph continue without time limit. No costs Section 12 state the entire liability and obligation of Licensor and the exclusive remedy of Licensee with respect to any alleged infringement of patents, copyrights, trademarks or expenses shall be incurred for other intellectual property rights by the account of the Contractor without its written consentProduct or any part thereof.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which this Contract that is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth University under the purchase orderthis Contract. The Contractor shall defend any suit or proceeding brought br ought against the Commonwealth University on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the this Contract. This is upon condition that the Commonwealth University shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth University may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth University at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth University harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth University may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderthis Contract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement infringing products, replace them with non-infringement non- infringing equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are that is obtained contemporaneously with the infringing product, or, at the option of the CommonwealthUniversity, only those items of equipment or software which that are held to be infringing, and to pay the CommonwealthUniversity: 1) any amounts paid by the Commonwealth University towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth University for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph section continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which this Contract that is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth University under the purchase orderthis Contract. The Contractor shall defend any suit or proceeding brought xxxxxx t against the Commonwealth University on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the this Contract. This is upon condition that the Commonwealth University shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth University may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth University at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth University harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth University may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderthis Contract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement infringing products, replace them with non-infringement non- infringing equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are that is obtained contemporaneously with the infringing product, or, at the option of the CommonwealthUniversity, only those items of equipment or software which that are held to be infringing, and to pay the CommonwealthUniversity: 1) any amounts paid by the Commonwealth University towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth University for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph section continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor Grantee warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order Grant which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report report, document or other material provided to the commonwealth Commonwealth under the purchase orderGrant. The Contractor Grantee shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the ContractGrant. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the ContractorGrantee’s written request, it shall be at the ContractorGrantee’s expense, but the responsibility for such expense shall be only that within the ContractorGrantee’s written authorization. The Contractor Grantee shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor Grantee or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderGrant. If any of the products provided by the Contractor Grantee in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor Grantee shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor Grantee is unable to do any of the preceding, the Contractor Grantee agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor Grantee under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor Grantee without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of(a) Indemnification by INFRAREDX. INFRAREDX shall defend, or has entered into a suitable legal agreement concerning either: a) the design of at its option shall settle, any product or process provided or used in the performance of the purchase order which is covered by a patentclaim, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase order. The Contractor shall defend any suit or proceeding brought against Distributor, or its directors, officers or employees or its customer by a third party on the Commonwealth on account issue of infringement of any alleged U.S. or Japanese patent existing as of the Effective Date, copyright or trademark by the Products sold hereunder or the use thereof, subject to the limitations hereinafter set forth. INFRAREDX shall have sole control of any such action or settlement negotiations, and INFRAREDX agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Distributor or its customer on such issue in any such suit or proceeding defended by INFRAREDX. Distributor agrees that INFRAREDX at its sole option shall be relieved of the foregoing obligations unless Distributor notifies INFRAREDX promptly in writing of such claim, suit or proceeding and gives INFRAREDX authority to proceed as contemplated herein and, at INFRAREDX’s expense, gives INFRAREDX proper and full information and assistance to settle and/or defend any such claim suit or proceeding. If the Products, or any part thereof, are, or in the opinion of INFRAREDX may become, the subject of any claim, suit or proceeding for infringement of any patent, copyright or trademark, or if it is adjudicatively determined that the Products, or any part thereof, infringe any patent, copyright or trademark, or if the sale or use of the Products, or any part thereof: is, as a result, enjoined, then INFRAREDX may, at its option and expense either: (i) procure for Distributor and its customers the right under such patent, copyright or trademark infringement in to sell or use, as appropriate, the United States of any Products or such part thereof; or (ii) replace the Products, or part thereof, with other suitable Products or parts; or (iii) suitably modify the Products, or part thereof; or (iv) if the use of the products provided Products, or used in part thereof, is prevented by injunction, remove the performance of Products, or part thereof, and refund the Contractaggregate payments paid therefore by Distributor, less a reasonable sum for use and damage. This is upon condition that the Commonwealth INFRAREDX shall provide prompt notification in writing of such suit not be liable for any costs or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in expenses incurred without its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s prior written authorization. The Contractor shall indemnify [***] = Text Omitted and hold Filed Separately with the Commonwealth harmless from all damages, costs, Securities and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 200.80(b)(4) and Rule 406 of the rights occurring to any holder Securities Act of copyright1933, trademark, or patent interests and rights in any products provided or used in the performance of the purchase order. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consentas amended.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor Grantee warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) } the design of any product or process provided or used in the performance of the purchase order Grant which is covered by a patent, . copyright, or trademark registration or other right duly authorized by state or federal law or b) } any copyrighted matter in any inany report document or other material provided to the commonwealth under the purchase orderGrant. The Contractor Grantee shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the ContractGrant. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s Grantee's written request, it shall be at the Contractor’s Grantee's expense, but the responsibility for such expense shall be only that within the Contractor’s Grantee's written authorization. The Contractor Grantee shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s 's fees that the Contractor Grantee or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademarktrademark , or patent interests and rights in any products provided or used in the performance of the purchase orderGrant. If any of the products provided by the Contractor Grantee in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor Grantee shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor Grantee is unable to do any of the preceding, the Contractor Grantee agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, ,and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2depreciation;2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor Grantee under this paragraph continue without time limittimelimit. No costs or expenses shall be incurred for the account incurredfortheaccount of the Contractor Grantee without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the : a. The design of any product or process provided or used in the performance of the purchase order Contract which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any law. b. Any copyrighted matter in any report document or other material provided to the commonwealth System under the purchase orderContract. The Contractor shall defend any suit or proceeding brought against the Commonwealth System on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. This is upon under the condition that the Commonwealth System shall provide prompt notification in writing of such suit or proceedingproceedings; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for in the defense of same. As principles of governmental or public law are involved, the Commonwealth System may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth System at the Contractor’s 's written request, it shall be at the Contractor’s 's expense, but the responsibility for such expense shall be only that within the Contractor’s written 's authorization. The Contractor shall indemnify and hold the Commonwealth System harmless from all damages, costs, and expenses, including attorney’s 's fees that the Contractor or the Commonwealth System may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderContract. If any of the products provided by the Contractor in such suit or proceeding proceedings are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the CommonwealthSystem, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: : (1) any Any amounts paid by the Commonwealth System towards the purchase of the product, less straight straight-line depreciation; . (2) any Any license fee paid by the Commonwealth System for the use of any software, less an amount for the period of usage; and . (3) the The pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which this Contract that is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth University under the purchase orderthis Contract. The Contractor shall defend any suit or proceeding brought against the Commonwealth University on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the this Contract. This is upon condition that the Commonwealth University shall provide prompt notification in writing of such suit or PENNSYLVANIA STATE SYSTEM OF HIGHER EDUCATION PASSHE‐SC‐1.1 REV: SEPTEMBER 2024 proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth University may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth University at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth University harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth University may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderthis Contract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement infringing products, replace them with non-infringement infringing equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are that is obtained contemporaneously with the infringing product, or, at the option of the CommonwealthUniversity, only those items of equipment or software which that are held to be infringing, and to pay the CommonwealthUniversity: 1) any amounts paid by the Commonwealth University towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth University for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph section continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which this Contract that is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth University under the purchase orderthis Contract. The Contractor shall defend any suit or proceeding brought against the Commonwealth University on account of any alleged patent, copyright copyright, or trademark infringement in the United States of any of the products provided or used in the performance of the this Contract. This is upon condition that the Commonwealth University shall provide prompt notification in writing of such suit or proceeding; full right, authorization authorization, and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth University may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth University at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth University harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth University may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderthis Contract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement infringing products, replace them with non-infringement non- infringing equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are that is obtained contemporaneously with the infringing product, or, at the option of the CommonwealthUniversity, only those items of equipment or software which that are held to be infringing, and to pay the CommonwealthUniversity: 1) any amounts paid by the Commonwealth University towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth University for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph section continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase order1. The Contractor ESCO shall defend hold the Owner/Operator harmless from any suit or proceeding which may be brought by a third party against the Commonwealth on account Owner/Operator, its departments, officers or employees for the alleged infringement of any alleged patent, copyright or trademark infringement in the United States or foreign patents, copyrights, or trademarks, or for a misappropriation of any trade secrets arising out of the products provided or used in the performance of this Agreement, including all work, services, materials, reports, studies, and computer programs provided by the Contract. This is upon condition that the Commonwealth shall provide prompt notification ESCO, and in writing of any such suit or proceeding; full rightproceeding will satisfy any final award for such infringement, authorization and opportunity including costs. The Owner/Operator agrees to conduct give Contractor prompt notice of any such claim of which it learns. No settlement which prevents the defense thereof; and full information and Owner/Operator from continuing to use the items provided by the ESCO shall be made without the Owner/Operator's prior written consent. In all reasonable cooperation for the defense of same. As principles of governmental or public law are involvedevents, the Commonwealth may Owner/Operator shall have the right to participate in or choose to conduct, in its sole discretion, the defense of any such actionsuit or proceeding through counsel of its own choosing. It is expressly agreed by the ESCO that, in the event it requests that the Owner/Operator to provide support to the ESCO in defending any such claim, the ESCO shall reimburse the Owner/Operator for all expenses (including attorneys' fees, if such are made necessary by the ESCO’s request) incurred by the Owner/Operator for such support. 2. The ESCO agrees to exercise reasonable due diligence to prevent claims of infringement on the rights of third parties. The ESCO certifies that, in all respects applicable to this Agreement, it has exercised and will continue to exercise due diligence to ensure that all works produced under this Agreement do not infringe on the patents, copyrights, trademarks, trade secrets or other proprietary interests of any kind which may be held by third parties. The ESCO also agrees to certify that work produced for the Owner/Operator under this Agreement shall be free and clear from all claims of any nature. 3. If the defense of the suit is delegated to the ESCO, the ESCO shall pay all damages and costs awarded therein against the Owner/Operator. If information and assistance are furnished by the Commonwealth Owner/Operator at the ContractorESCO’s written request, it shall be at the ContractorESCO’s expense, but the responsibility for such expense shall be only that within the ContractorESCO’s written authorization. 4. The Contractor shall indemnify and hold If, in the Commonwealth harmless from all damagesESCO’s opinion, coststhe products, and expensesmaterials, including attorney’s fees that the Contractor reports, studies, or the Commonwealth may pay computer programs furnished hereunder are likely to or incur by reason do become subject to a claim of any infringement or violation of the rights occurring to any holder of a United States patent, copyright, or trademark, or patent interests for a misappropriation of trade secret, then without diminishing the ESCO’s obligation to satisfy any final award, the ESCO may, at its option and expense, substitute functional equivalents for the alleged infringing products, materials, reports, studies, or computer programs or, at the ESCO’s option and expense, obtain the rights in any products provided for the Owner/Operator to continue the use of such products, materials, reports, studies, or used in the performance of the purchase ordercomputer programs. 5. If any of the products products, materials, reports, studies, or computer programs provided by the Contractor ESCO are in such suit or proceeding are held to constitute infringement and the use or publication thereof is enjoined, the Contractor ESCO shall, at its own expense and at its option, either procure the right to publish or continue use of such infringement infringing products, materials, reports, studies, or computer programs, replace them with non-infringement equal performance products infringing items, or modify them so that they are no longer infringing. 6. If the Contractor ESCO is unable to do any of the preceding, the Contractor ESCO agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) Owner/Operator: a. any amounts paid by the Commonwealth towards Owner/Operator less a reasonable amount based on the purchase acceptance and use of the product, less straight line depreciation; 2) deliverable; b. any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usageusage of any software; and 3) and c. the pro rata prorated portion of any maintenance fee service fees representing the time remaining in any period of maintenance paid forservice for which payment was made 7. The obligations of the Contractor ESCO under this paragraph Section continue without time limitlimit and survive the termination of this Agreement. 8. No costs Notwithstanding the above, the ESCO shall have no obligation for: a. modification of any product, service, or expenses deliverable provided by the Owner/Operator; b. any material provided by the Owner/Operator to the ESCO and incorporated into, or used to prepare, a product, service, or deliverable; c. use of the product, service, or deliverable in other than its specified operating environment; d. the combination, operation, or use of the product, service, or deliverable with other products, services, or deliverables not provided by the ESCO as a system or the combination, operation, or use of the product, service, or deliverable, with any products, data, or apparatus that ESCO did not provide; e. infringement of a non-ESCO product alone. f. the Owner/Operator’s distribution, marketing or use beyond the scope contemplated by the Agreement; or g. the Owner/Operator’s failure to use corrections or enhancements made available to the Owner/Operator by the ESCO at no charge. 9. The obligation to indemnify the Owner/Operator, under the terms of this Section, shall be incurred the ESCO’s sole and exclusive obligation for the account infringement or misappropriation of the Contractor without its written consentintellectual property.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which this Contract that is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth University under the purchase orderthis Contract. The Contractor shall defend any suit or proceeding brought br ou ght against the Commonwealth University on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the this Contract. This is upon condition that the Commonwealth University shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth University may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth University at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth University harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth University may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderthis Contract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement infringing products, replace them with non-infringement non- infringing equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are that is obtained contemporaneously with the infringing product, or, at the option of the CommonwealthUniversity, only those items of equipment or software which that are held to be infringing, and to pay the CommonwealthUniversity: 1) any amounts paid by the Commonwealth University towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth University for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph section continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor Grantee warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order Grant which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report report, document or other material provided to the commonwealth Commonwealth under the purchase orderGrant. The Contractor Grantee shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the ContractGrant. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s Grantee's written request, it shall be at the Contractor’s Grantee's expense, but the responsibility for such expense shall be only that within the Contractor’s Grantee's written authorization. The Contractor Grantee shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s 's fees that the Contractor Grantee or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderGrant. If any of the products provided by the Contractor Grantee in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor Grantee shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor Grantee is unable to do any of the preceding, the Contractor Grantee agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor Grantee under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor Grantee without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor Professional warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) : a. the design of any product or process provided or used in the performance of the purchase order Agreement which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) law, or b. any copyrighted matter in any report document report, document, or other material provided to the commonwealth System under the purchase orderAgreement. The Contractor Professional shall defend indemnify and hold the System harmless against any suit or proceeding brought against the Commonwealth System on account of any alleged patent, copyright copyright, or trademark infringement in the United States of any of the products provided or used in the performance of the ContractAgreement, unless such product was specified by the System for use by the Professional. This is upon condition that the Commonwealth System shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth System may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth System at the ContractorProfessional’s written request, it shall be at the ContractorProfessional’s expense, but the responsibility for such expense shall be only that within the ContractorProfessional’s written authorization. The Contractor Professional shall indemnify and hold the Commonwealth System harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor Professional or the Commonwealth System may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderAgreement, unless such product was specified by the System for use by the Professional. If any of the products provided by the Contractor Professional in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor Professional shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor Professional is unable to do any of the preceding, the Contractor Professional agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the CommonwealthSystem, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) System: a. any amounts paid by the Commonwealth System towards the purchase of the product, less straight line depreciation; 2) ; b. any license fee paid by the Commonwealth System for the use of any software, less an amount for the period of usage; and 3) and c. the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor Professional under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of(a) Indemnification by INFRAREDX. INFRAREDX shall defend, or has entered into a suitable legal agreement concerning either: a) the design of at its option shall settle, any product or process provided or used in the performance of the purchase order which is covered by a patentclaim, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase order. The Contractor shall defend any suit or proceeding brought against Distributor, or its directors, officers or employees or its customer by a third party on the Commonwealth on account issue of infringement of any alleged U.S. or Japanese patent existing as of the Effective Date, copyright or trademark by the Products sold hereunder or the use thereof, subject to the limitations hereinafter set forth. INFRAREDX shall have sole control of any such action or settlement negotiations, and XXXXXXXXX agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Distributor or its customer on such issue in any such suit or proceeding defended by INFRAREDX. Distributor agrees that INFRAREDX at its sole option shall be relieved of the foregoing obligations unless Distributor notifies INFRAREDX promptly in writing of such claim, suit or proceeding and gives INFRAREDX authority to proceed as contemplated herein and, at INFRAREDX’s expense, gives INFRAREDX proper and full information and assistance to settle and/or defend any such claim suit or proceeding. If the Products, or any part thereof, are, or in the opinion of INFRAREDX may become, the subject of any claim, suit or proceeding for infringement of any patent, copyright or trademark, or if it is adjudicatively determined that the Products, or any part thereof, infringe any patent, copyright or trademark, or if the sale or use of the Products, or any part thereof: is, as a result, enjoined, then INFRAREDX may, at its option and expense either: (i) procure for Distributor and its customers the right under such patent, copyright or trademark infringement in to sell or use, as appropriate, the United States of any Products or such part thereof; or (ii) replace the Products, or part thereof, with other suitable Products or parts; or (iii) suitably modify the Products, or part thereof; or (iv) if the use of the products provided Products, or used in part thereof, is prevented by injunction, remove the performance of Products, or part thereof, and refund the Contractaggregate payments paid therefore by Distributor, less a reasonable sum for use and damage. This is upon condition that the Commonwealth INFRAREDX shall provide prompt notification in writing of such suit not be liable for any costs or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in expenses incurred without its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s prior written authorization. The Contractor shall indemnify [***] = Text Omitted and hold Filed Separately with the Commonwealth harmless from all damages, costs, Securities and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 200.80(b)(4) and Rule 406 of the rights occurring to any holder Securities Act of copyright1933, trademark, or patent interests and rights in any products provided or used in the performance of the purchase order. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consentas amended.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor CONTRACTOR warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: (a) the design of any product service(s), product(s) or process process(es) provided or used in the performance of the purchase order CONTRACT which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or (b) any copyrighted matter in any report document or other material provided to the commonwealth DISTRICT under the purchase orderthis CONTRACT. The Contractor CONTRACTOR shall defend any suit or proceeding brought against the Commonwealth DISTRICT on account of any alleged patent, copyright or trademark infringement in the United States of any of the products SERVICES provided or used in the performance of the ContractCONTRACT. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth DISTRICT may participate in or choose to conduct, in its DISTRICT’S sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth DISTRICT at the Contractor’s CONTRACTOR’S written request, it shall be at the Contractor’s CONTRACTOR’S expense, but the responsibility for such expense shall be only that within the Contractor’s CONTRACTOR’S written authorization. The Contractor CONTRACTOR shall indemnify and hold the Commonwealth DISTRICT harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor CONTRACTOR or the Commonwealth DISTRICT may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products SERVICES provided or used in the performance of the purchase orderCONTRACT. If any of the products SERVICES provided by the Contractor CONTRACTOR in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor CONTRACTOR shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-non- infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided A INDEMNITY Subject to the commonwealth under the purchase order. The Contractor provisions of this Section 8 and Section 10 below, Verifone shall at its expense defend any suit or proceeding brought action against the Commonwealth Customer to the extent such action is based on account of any alleged a claim that a Product or the Software infringes a United States patent, copyright or trademark infringement trademark, and Verifone shall pay those damages and costs finally awarded against the Customer in the United States of any of the products such action which are specifically attributable to such claim, provided or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification Customer notifies Verifone promptly in writing of such suit or proceeding; full rightaction, authorization and opportunity to conduct the Customer gives Verifone sole control of the defense thereof (and any negotiations for settlement or compromise thereof; ), and full information and all reasonable cooperation for the Customer cooperates in the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth thereof at the Contractor’s written request, it shall be at the ContractorVerifone’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase order. If any of the products provided by the Contractor Product or Software becomes, or in such suit or proceeding are held Verifone’s opinion is likely to constitute infringement and the use is enjoinedbecome, the Contractor shallsubject of a claim of infringement, then the Customer shall permit Verifone, at its own expense option and at its optionexpense, either to (1) procure the right to continue use using such Product or Software, (2) replace or modify such Product or Software so that it becomes non-infringing, or (3) accept return of such infringement productsProduct or Software and give the Customer a credit therefor, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the precedingless depreciation for use, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held damage and obsolescence thereof (such depreciation to be infringingcalculated as an equal amount per year over the life of such Product or Software, and which is agreed for purposes of this clause to pay be five (5) years from the Commonwealth: date of original delivery of such Product or Software). The Customer shall not incur any costs or expenses for the account of Verifone under or pursuant to this Section 8 without Verifone’s express prior written consent. THE FOREGOING STATES THE ENTIRE LIABILITY OF VERIFONE FOR INFRINGEMENT CLAIMS AND ACTIONS. B CERTAIN EXCEPTIONS Verifone shall have no liability to the Customer under this Section 8 or otherwise for any action or claim alleging infringement based upon any conduct involving (1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any softwareProduct in a manner other than as specified by Verifone, less an amount (2) the use of any Product in combination with other products, equipment, devices or software not supplied by Verifone (including without limitation any application software produced by the Customer for the period of usage; and use with such Product), (3) the pro rata portion alteration, modification or customization of any maintenance fee representing Product by any person other than Verifone, or by Verifone based on the time remaining Customer’s specifications or otherwise at the Customer’s direction (regardless of whether such alteration, modification or customization occurs before or after the Product is originally shipped or delivered by Verifone to the Customer); or (4) any failure to install an update to a Product provided by Verifone. In the event of an infringement action or claim against Verifone which is based on any conduct described in the preceding sentence, the Customer shall at its own expense defend such action or claim, and the Customer shall pay any period and all damages and costs finally awarded against Verifone in connection with such action or claim, provided that Verifone notifies the Customer promptly in writing of maintenance paid for. The obligations such action or claim, Verifone gives the Customer sole control of the Contractor under this paragraph continue without time limit. No costs defense thereof (and any negotiations for settlement or expenses shall be incurred for compromise thereof), and Verifone cooperates in the account of defense thereof at the Contractor without its written consentCustomer’s expense.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which this Contract that is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth University under the purchase orderthis Contract. The Contractor shall defend any suit or proceeding brought br oug ht against the Commonwealth University on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the this Contract. This is upon condition that the Commonwealth University shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth University may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth University at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth University harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth University may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderthis Contract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement infringing products, replace them with non-infringement non- infringing equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are that is obtained contemporaneously with the infringing product, or, at the option of the CommonwealthUniversity, only those items of equipment or software which that are held to be infringing, and to pay the CommonwealthUniversity: 1) any amounts paid by the Commonwealth University towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth University for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph section continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants (a) Indemnification. Company agrees that it is Manufacturer has the sole owner or author ofright to --------------- defend, or has entered into a suitable legal agreement concerning either: a) the design of at its option to settle, and Manufacturer agrees, at its own expense, to defend or at its option to settle, any product or process provided or used in the performance of the purchase order which is covered by a patentclaim, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase order. The Contractor shall defend any suit or proceeding brought against Company or any of its customers on the Commonwealth on account issue of infringement of any alleged United States patent, copyright or trademark infringement in by the United States Products sold hereunder or the use thereof, subject to the limitations hereinafter set forth. Manufacturer shall have sole control of any such action or settlement negotiations, and Manufacturer agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Company or any of its customers on such issue in any such suit or proceeding defended by Manufacturer. Company agrees that Manufacturer at its sole option shall be relieved of the products provided foregoing obligations unless Company or used in the performance any of the Contract. This is upon condition that the Commonwealth shall provide prompt notification its customers notifies Manufacturer within thirty (30) days (of receipt of a claim) in writing of such claim, suit or proceeding; full rightproceeding and gives Manufacturer authority to proceed as contemplated herein, authorization and opportunity to conduct the defense thereof; and, at Manufacturer's expense, gives Manufacturer proper and full information and all reasonable cooperation for assistance to settle and/or defend any such claim, suit or proceeding. If the defense Products, or any part thereof, are, or in the opinion of same. As principles of governmental or public law are involvedManufacturer may become, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense subject of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written requestclaim, it shall be at the Contractor’s expense, but the responsibility suit or proceeding for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason infringement of any infringement United States patent, copyright or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in if it is adjudicatively determined that the Products, or any products provided part thereof, infringe any United States patent, copyright or used in trademark, or if the performance sale or use of the purchase order. If Products, or any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is part thereof, is, as a result, enjoined, the Contractor shallthen Manufacturer may, at its own option and expense either: (i) procure for Company and at its option, either procure customers the right under such patent, copyright or trademark to continue use of such infringement productssell or use, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the precedingas appropriate, the Contractor agrees to remove all Products or such part thereof; or (ii) replace the equipment Products, or software which are obtained contemporaneously part thereof, with other suitable Products or parts; or (iii) suitably modify the infringing productProducts, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1part thereof; or (iv) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for if the use of any softwarethe Products, or part thereof, is prevented by injunction, remove the Products, or part thereof, and refund the aggregate payments paid therefor by Company, less an amount a reasonable sum for the period of usage; use and 3) the pro rata portion of damage. Manufacturer shall not be liable for any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its prior written consentauthorization.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants (a) Indemnification: Distributor agrees that it is Manufacturer has the sole owner or author ofright to defend, or has entered into a suitable legal agreement concerning either: a) the design of at its option to settle, and Manufacturer agrees, at its own expense, to defend or at its option to settle, any product or process provided or used in the performance of the purchase order which is covered by a patentclaim, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase order. The Contractor shall defend any suit or proceeding brought against Distributor or its End-User(s) on the Commonwealth on account issue of infringement of any alleged patent, copyright or trademark infringement in by the United States Products sold hereunder or the use thereof, subject to the limitations hereinafter set forth. Manufacturer shall have sole control of any such action or settlement negotiations, and Manufacturer agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Distributor or its End-User(s) on such issue in any such suit or proceeding defended by Manufacturer. Distributor agrees that Manufacturer at its sole option shall be relieved of the products provided foregoing obligations unless Distributor or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification its End-User(s) notifies Manufacturer promptly in writing of such claim, suit or proceeding; full rightproceeding and gives Manufacturer authority to proceed as contemplated herein, authorization and opportunity to conduct the defense thereof; and, at Manufacturer's expense, gives Manufacturer proper and full information and all reasonable cooperation for assistance to settle and/or defend any such claim, suit or proceeding. If the defense Products, or any part thereof, are, or in the opinion of same. As principles of governmental or public law are involvedManufacturer may become, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense subject of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written requestclaim, it shall be at the Contractor’s expense, but the responsibility suit or proceeding for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason infringement of any infringement patent, copyright or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in if it is adjudicatively determined that the Products, or any products provided part thereof, infringe any patent, copyright or used in trademark, or if the performance sale or use of the purchase order. If Products, or any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is part thereof, is, as a result, enjoined, the Contractor shallthen Manufacturer may, at its own expense option and at expense: (i) procure for Distributor and its option, either procure End-User(s) the right under such patent, copyright or trademark to continue use of such infringement productssell or use, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the precedingas appropriate, the Contractor agrees to remove all Products or such part thereof; or (ii) replace the equipment Products, or software which are obtained contemporaneously part thereof, with other suitable Products or parts; or (iii) suitably modify the infringing productProducts, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1part thereof; or (iv) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for if the use of any softwarethe Products, or part thereof, is prevented by injunction, remove the Products, or part thereof, and refund the aggregate payments paid therefore by Distributor, less an amount a reasonable sum for the period of usage; use and 3) the pro rata portion of damage. Manufacturer shall not be liable for any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its prior written consentauthorization.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which this Contract that is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth University under the purchase orderthis Contract. The Contractor shall defend any suit or proceeding brought against the Commonwealth University on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the this Contract. This is upon condition that the Commonwealth University shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth University may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth University at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth University harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth University may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderthis Contract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement infringing products, replace them with non-infringement non- infringing equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are that is obtained contemporaneously with the infringing product, or, at the option of the CommonwealthUniversity, only those items of equipment or software which that are held to be infringing, and to pay the CommonwealthUniversity: 1) any amounts paid by the Commonwealth University towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth University for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph section continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor Grantee warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order Grant which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase orderGrant. The Contractor Grantee shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the ContractGrant. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s Grantee's written request, it shall be at the Contractor’s Grantee's expense, but the responsibility for such expense shall be only that within the Contractor’s Grantee's written authorization. The Contractor Grantee shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s 's fees that the Contractor Grantee or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderGrant. If any of the products provided by the Contractor Grantee in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor Grantee shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor Grantee is unable to do any of the preceding, the Contractor Grantee agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor Grantee under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor Grantee without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, of or has entered into a suitable legal agreement concerning either: a) the design of any product item(s) or process provided or used in the performance of the purchase order which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to or used in the commonwealth performance of this Contract or any PO issued under the purchase orderthis Contract. The Contractor shall defend any suit or proceeding brought against the Commonwealth DGS or any Purchaser on account of any alleged patent, copyright copyright, or trademark infringement in the United States of any of the products item(s) provided or used in the performance of the Contract. This is this Contract or any PO, upon condition that DGS or the Commonwealth Purchaser shall provide prompt notification to the Contractor in writing of such suit or proceeding; full right, authorization authorization, and opportunity to conduct the defense thereofdefense; and full information and all reasonable information and cooperation required for the defense of samedefense. As principles of governmental or public law are may be involved, the Commonwealth DGS or any Purchaser may participate in or choose to conduct, in its sole discretion, the defense of any such action. If DGS or any Purchaser furnishes information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be furnished at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth DGS and any Purchaser harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor Contractor, DGS, or the Commonwealth Purchaser may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products item(s) provided or used in the performance of the purchase orderContract or any PO. If any of the products item(s) provided by the Contractor are held in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement productsitem(s), replace them with non-infringement infringing equal performance products item(s), or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are is obtained contemporaneously with the infringing productitem(s), or, at the option of the CommonwealthPurchaser, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: Purchaser 1) any amounts the Purchaser paid by the Commonwealth towards the purchase item(s) of the product, less straight line depreciation; 2) any license fee the Purchaser paid by the Commonwealth for the use of any software, less an a reasonable amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance the Purchaser paid forto the Contractor. The Contractor’s obligations of the Contractor under this paragraph Section continue without time limit. No costs or expenses shall be incurred for the Contractor‘s account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor PCO warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order Agreement which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase orderAgreement. The Contractor PCO shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the ContractAgreement. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s PCO's written request, it shall be at the Contractor’s PCO's expense, but the responsibility for such expense shall be only that within the Contractor’s PCO's written authorization. The Contractor PCO shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s 's fees that the Contractor PCO or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderAgreement. If any of the products provided by the Contractor PCO in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor PCO shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor PCO is unable to do any of the preceding, the Contractor agrees to The PCO will remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor PCO under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor PCO without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which this Contract that is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth University under the purchase orderthis Contract. The Contractor shall defend any suit or proceeding brought against the Commonwealth University on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the this Contract. This is upon condition that the Commonwealth University shall provide prompt notification in writing of such suit or PENNSYLVANIA STATE SYSTEM OF HIGHER EDUCATION PASSHE-SPC-1.5 REV: DECEMBER 2023 proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth University may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth University at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth University harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth University may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase orderthis Contract. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement infringing products, replace them with non-infringement infringing equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are that is obtained contemporaneously with the infringing product, or, at the option of the CommonwealthUniversity, only those items of equipment or software which that are held to be infringing, and to pay the CommonwealthUniversity: 1) any amounts paid by the Commonwealth University towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth University for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph section continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consent.

PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of(a) JetFax shall defend, or has entered into a suitable legal agreement concerning either: a) the design of at its option settle, at its own expense, any product or process provided or used in the performance of the purchase order which is covered by a patentclaim, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase order. The Contractor shall defend any suit or proceeding brought against Dealer on the Commonwealth on account issue of infringement of any United States patent, copyright or trademark by the Products, subject to the limitations herein. JetFax shall be relieved of the foregoing obligation unless Dealer (i) notifies JetFax promptly in writing of such claim, suit or proceeding, and (ii) gives JetFax information and assistance with respect to any such claim, suit or proceeding. If the Products, or any part thereof, are adjudicatively determined to be, or in JetFax's sole opinion may become, the subject of any claim, suit or proceeding for infringement of any United States patent, copyright or trademark, of if the sale or use of the Products, or any part thereof, is enjoined, then JetFax may, at its option and expense, (i) procure for Dealer and its customers the right to sell or use the Products under such patent, copyright or trademark, (ii) replace the Products with other suitable Products or parts, (iii) suitably modify the Products or (iv) remove the Products and refund the Price paid therefor by Dealer, if any, less a reasonable sum for use and damage. JetFax shall not be liable for any costs or expenses incurred without its prior written authorization. (b) Notwithstanding the provisions of Section 9.2(a), JetFax assumes no liability for (i) infringement of patent claims covering completed equipment or any assembly, circuit, combination, method or process in which any of the Products may be used but not covering the Products standing alone, (ii) any trademark infringement involving any marking or branding not applied by JetFax or involving any marking or branding applied at the request of Dealer or (iii) the modification of the Products, or any part thereof, unless such modification was made by JetFax. (c) The foregoing provisions of Section 9.2 state the entire liability and obligations of JetFax and the exclusive remedy of Dealer with respect to any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor Products or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase order. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, and to pay the Commonwealth: 1) any amounts paid by the Commonwealth towards the purchase of the product, less straight line depreciation; 2) any license fee paid by the Commonwealth for the use of any software, less an amount for the period of usage; and 3) the pro rata portion of any maintenance fee representing the time remaining in any period of maintenance paid for. The obligations of the Contractor under this paragraph continue without time limit. No costs or expenses shall be incurred for the account of the Contractor without its written consentpart thereof.