Common use of Proprietary Rights Indemnification Clause in Contracts

Proprietary Rights Indemnification. KOFAX shall defend any suit or proceeding brought against Tech Data based on a claim of a third party that the Product(s), or any part thereof, furnished by KOFAX constitutes an infringement of any patent, copyright, trademark of the US or other third party intellectual right, provided that KOFAX is notified promptly in writing and given Authority, information and assistance (at KOFAX's expense) for the defense of such a suit or proceeding, and KOFAX will pay all damages and costs, including attorneys fees in connection therewith. In case the Product(s) furnished by KOFAX, or any part thereof, is enjoined, KOFAX shall, at its expense and option (i) procure for Tech Data the right to continue using the Product(s); (ii) replace the same with non-infringing Product(s); (iii) modify the Product(s) so it becomes non-infringing; or (iv) grant Tech Data credit for such equipment at the purchase price and accept its return. KOFAX shall not be liable to Tech Data hereunder if the patent infringement or claim hereof is based upon the use of the Product in connection with other Products not reasonably intended for use with the Product, or in a manner for which the KOFAX Product(s) was not designed, or where the Product(s) was modified by or for Tech Data in a manner to become infringing. IN NO EVENT SHALL KOFAX BE LIABLE TO TECH DATA UNDER THIS PARAGRAPH FOR CONSEQUENTIAL OR SPECIAL DAMAGES EXCEPT WHERE A THIRD PARTY OBTAINS SUCH DAMAGES AGAINST TECH DATA. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KOFAX SHALL HAVE NO LIABILITY OR OBLIGATION TO TECH DATA WITH RESPECT TO PATENT OR COPYRIGHT INFRINGEMENT MATTERS.

Proprietary Rights Indemnification. KOFAX (a) CBT shall defend indemnify CL and hold it harmless from any suit and all damages, liabilities, costs and expenses (including but not limited to reasonable attorneys' fees) incurred by CL as a result of any claim (or proceeding brought against Tech Data based on a claim of by an end user that is related to a third party claim) that the Product(s), Courseware or the Trademarks or any part thereof, furnished by KOFAX constitutes an infringement of thereof infringes any patent, copyright, trademark or trade secret of the US or other any third party intellectual rightparty, provided that KOFAX is notified CL promptly notifies CBT in writing of any such claim and given AuthorityCBT shall control and defend or settle any such claim at CBT's expense and with CBT's choice of counsel. CL shall cooperate with CBT, information and assistance (at KOFAXCBT's expense) for the , in defending or settling such claim and CL may join in defense with counsel of such a suit or proceeding, and KOFAX will pay all damages and costs, including attorneys fees in connection therewith. In case the Product(s) furnished by KOFAX, or any part thereof, is enjoined, KOFAX shall, its choice at its own expense. CL may not settle any claim without CBT's prior written consent. Following notice of any claim with respect to which CL believes itself entitled to indemnification under this section, CBT shall have the right at its option and expense and option to (i) procure for Tech Data CL and the End-Users the right or license to continue using use the Product(s)Courseware as delivered; (ii) replace modify the same with infringing materials so as to render them non-infringing Product(s)infringing; (iii) modify replace the Product(s) so it becomes non-infringingCourseware or parts thereof with other functionally equivalent software; or (iv) grant Tech Data credit if (i), (ii) and (iii), and each of them, are not commercially feasible, terminate this Agreement and refund to CL amounts paid for such equipment at the purchase price and accept its return. KOFAX unsold inventory, which inventory CL shall not be liable promptly return to Tech Data hereunder if the patent CBT. (b) CBT shall have no liability for any infringement or claim hereof is based upon on (i) the use of the Product Courseware other than as set forth in connection the Documentation; (ii) the modification of the Courseware by any party other than CBT if such infringement would have been avoided by the use of the unmodified Courseware; or (iii) the combination or use of the Courseware with other Products software, items or processes not reasonably intended furnished by CBT if such infringement would have been avoided by the use of the Courseware alone. If the Courseware being distributed infringes an intellectual property right of a third party, CL shall have up to 90 days (after a new release of the Courseware that does not infringe has been provided to CL) to begin distribution of such new release. CBT shall have no liability or obligation to indemnify pursuant to this Section for any infringement violation due to use with the Product, or in a manner for which the KOFAX Product(s) of Courseware by an end user that was not designed, or where the Product(sprovided with a new release within such ninety (90) was modified by or for Tech Data in a manner to become infringingday period. IN NO EVENT SHALL KOFAX BE LIABLE TO TECH DATA UNDER THIS PARAGRAPH FOR CONSEQUENTIAL OR SPECIAL DAMAGES EXCEPT WHERE A THIRD PARTY OBTAINS SUCH DAMAGES AGAINST TECH DATA. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KOFAX SHALL HAVE NO LIABILITY OR OBLIGATION TO TECH DATA WITH RESPECT TO PATENT OR COPYRIGHT INFRINGEMENT MATTERS.SECTION 4.2

Proprietary Rights Indemnification. KOFAX 10.1 ECi, at its own expense, shall defend any suit or proceeding third party action brought against Tech Data Customer, to the extent that it is based on a claim that a Program used within the scope of the license granted hereunder infringes on a third party that valid and enforceable copyright registered in the Product(s)United States or Canada, or a trade secret under governing law, and shall hold Customer harmless from any part liability for any damages finally awarded by a court as a result of such a claim, or resulting from the settlement thereof, furnished by KOFAX constitutes an infringement of any patent, copyright, trademark of the US or other third party intellectual right, provided that KOFAX is notified Customer notifies ECi promptly in writing of the action (and given Authority, information all prior claims relating to such action) and assistance (at KOFAX's expense) for ECi has sole control of the defense and all negotiations for settlement or compromise of such a suit the claim. 10.2 In the event that any Program (in whole or proceeding, and KOFAX will pay all damages and costs, including attorneys fees in connection therewith. In case the Product(spart) furnished by KOFAXbecomes, or any part thereofECi is advised by legal counsel that it is likely to become, is enjoinedthe subject of an infringement claim, KOFAX shall, ECi may at its expense and option (i) procure for Tech Data the either secure Customer's right to continue using such program, replace or modify it to make it noninfringing (in ways not materially adversely affecting the Product(sutility of the program); , or if none of the foregoing alternatives is reasonably available or commercially feasible to ECi, discontinue the Program upon one month's notice and terminate Customer’s license and, where the Program is licensed on a perpetual basis, grant Customer a pro rata refund of the license fee paid for the discontinued Program, calculated on the basis of straight-line depreciation over a three-year useful life or, where the Program is licensed on a subscription basis, grant Customer a pro rata refund of the unused portion of any license fees paid in advance for the discontinued Program, based on the number of full months, if any, remaining in the duration of the subscription term 10.3 Notwithstanding anything in this Agreement, ECi shall have no liability for any claim of infringement based on (ii1) replace use of other than the same with non-infringing Product(s); (iii) modify current supported release of the Product(s) so it becomes non-infringing; or (iv) grant Tech Data credit for Program, unaltered by anyone except ECi, if such equipment at the purchase price and accept its return. KOFAX shall not be liable to Tech Data hereunder if the patent infringement or claim hereof is based upon would have been avoided by the use of such current supported unaltered release and ECi has provided or offers to provide such release to Customer; (2) use or combination of the Product in connection Program with other Products programs or data not reasonably intended supplied or approved by ECi to the extent such use or combination caused the infringement; (3) use of the Program for use with the Product, a purpose or in a manner for which the KOFAX Product(s) Program was not designed, ; or where (4) any modification to the Product(s) was modified by or Program made without ECi’s express written approval. The remedies set forth in this Section 10 constitute the sole and exclusive remedies of Customer and ECi's exclusive liability with respect to claims for Tech Data in a manner to become infringing. IN NO EVENT SHALL KOFAX BE LIABLE TO TECH DATA UNDER THIS PARAGRAPH FOR CONSEQUENTIAL OR SPECIAL DAMAGES EXCEPT WHERE A THIRD PARTY OBTAINS SUCH DAMAGES AGAINST TECH DATA. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KOFAX SHALL HAVE NO LIABILITY OR OBLIGATION TO TECH DATA WITH RESPECT TO PATENT OR COPYRIGHT INFRINGEMENT MATTERSinfringement of proprietary rights of third parties.

Proprietary Rights Indemnification. KOFAX Licensor represents and warrants that (i) at the time of execution of this Agreement, Licensor is not involved in any litigation that will impact or affect the Licensed Services or Documentation to be provided under this Agreement except as expressly set forth in Exhibit A-4 hereto, and (ii) Licensor has all right, title, ownership interest, and/or marketing rights necessary to provide the Licensed Services and Documentation to GM, and that except as may be expressly set forth in Exhibit A-4 hereto, each License, the Licensed Services and Documentation and their sale, license and use hereunder do not and shall defend not directly or indirectly violate or infringe upon any suit copyright, patent, trade secret, or proceeding brought other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“Infringement”). [*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Licensor shall indemnify and hold GM and Third Party Service Providers and their respective successors, officers, directors, employees, and agents harmless from and against Tech Data any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses (including reasonable legal fees) resulting from or arising out of any litigation, any breach or claimed breach of the foregoing warranties, or which is based on a claim of a third party that the Product(s)an Infringement, and Licensor shall defend and settle, at its expense, all suits or proceedings arising therefrom. Any such defense shall be exercised with reasonable consultation with GM, and no settlement shall impose any part thereof, furnished by KOFAX constitutes an infringement obligation on GM. GM shall inform Licensor of any patent, copyright, trademark of such suit or proceeding against GM and shall have the US or other third party intellectual right, provided that KOFAX is notified promptly right to participate in writing and given Authority, information and assistance (at KOFAX's expense) for the defense of any such a suit or proceeding, and KOFAX will pay all damages and costs, including attorneys fees in connection therewith. In case the Product(s) furnished by KOFAX, or any part thereof, is enjoined, KOFAX shall, proceeding at its expense and through counsel of its choosing. Licensor shall notify GM of any actions, claims, or suits against Licensor based on an alleged Infringement of any party's intellectual property rights in and to the Licensed Services or Documentation. In the event an injunction is sought or obtained against use of the Licensed Services or Documentation or in GM’s opinion is likely to be sought or obtained, Licensor shall promptly, at its option and expense, either (iA) procure for Tech Data GM the right to continue using to use the Product(s)infringing Licensed Services or Documentation as set forth in this Agreement, or (B) replace or modify the infringing Licensed Services or Documentation to make its use non-infringing while being capable of performing the same function without degradation of performance. Licensor shall have no indemnity obligation to GM or its Third Party Service Providers under this Section 13 if the claim(s) of Infringement is based upon (i) a modification of the Licensed Services made by GM, a GM Affiliate, or a Third Party Service Provider; (ii) replace the same with continued use of the Licensed Services by GM or a GM Affiliate for greater than a reasonable period of time after a non-infringing Product(s); alternative with no loss of functionality has been made available by Licensor for installation at Licensor’s sole expense, or (iii) modify the Product(s) so it becomes non-infringing; or (iv) grant Tech Data credit for such equipment at the purchase price and accept its return. KOFAX shall not be liable to Tech Data hereunder if the patent infringement or claim hereof is based upon the use of the Product Licensed Services (other than an intended use known to Licensor) in connection combination with other Products software or data, provided that the Licensed Services are not reasonably intended for use with the Product, or in any cause of a manner for which the KOFAX Product(s) was not designed, or where the Product(s) was modified by or for Tech Data in a manner to become infringing. IN NO EVENT SHALL KOFAX BE LIABLE TO TECH DATA UNDER THIS PARAGRAPH FOR CONSEQUENTIAL OR SPECIAL DAMAGES EXCEPT WHERE A THIRD PARTY OBTAINS SUCH DAMAGES AGAINST TECH DATA. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KOFAX SHALL HAVE NO LIABILITY OR OBLIGATION TO TECH DATA WITH RESPECT TO PATENT OR COPYRIGHT INFRINGEMENT MATTERSclaim.

Proprietary Rights Indemnification. KOFAX Red Hat hereby represents and warrants that the Products and the sale and use of the Products do not infringe on any copyright, patent, trademark, trade secret, or other proprietary or intellectual property right of any third party, and that there are no suits or proceedings pending or threatened alleging any such infringement Red Hat shall defend indemnify and hold Tech Data, Tech Data's parent, affiliates and subsidiaries and their respective officers, directors, employees and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs and expenses, which they or any of them incur or become obligated to pay resulting from or arising out of any breach or claimed breach of the foregoing warranty. Tech Data shall, as soon as reasonably possible, inform Red Hat of any such suit or proceeding brought filed against Tech Data based on a claim of a third party that and shall have the Product(s), or any part thereof, furnished by KOFAX constitutes an infringement of any patent, copyright, trademark of the US or other third party intellectual right, provided that KOFAX is notified promptly but not the obligation, to participate in writing and given Authority, information and assistance (at KOFAX's expense) for the defense of any such a suit or proceeding at Tech Data's expense. Tech Data will provide its reasonable assistance in the defense of any claim, suit or proceeding, and KOFAX will pay all damages and costs, including attorneys fees in connection therewithat Red Hat's expense. In case the Product(s) furnished by KOFAX, or any part thereof, is enjoined, KOFAX Red Hat shall, at its expense option and option expense, either (i) procure for Tech Data Data, its Customers and End Users the right to continue using to use the Product(s); Product as set forth in this Agreement, or (ii) replace replace, to the same with extent Products are available, or modify the Product to make its use non-infringing Product(s); while being capable of performing the same function without degradation of performance. If neither of the foregoing alternatives (iiii) modify the Product(s) so it becomes non-infringing; or (ivii) grant is reasonably available, Red Hat shall accept a return of the Products from Tech Data credit for such equipment Data, at the purchase price Red Hat's sole loss and accept its return. KOFAX expense, and shall not be liable refund to Tech Data hereunder if the patent full amount of the price paid by Tech Data for said returned Products, less any price protection credits, but not including any early payment or prepayment discounts. Red Hat shall have no liability under this Section 6.2 for any infringement or claim hereof is based upon on the use of any Product, if the Product in connection with other Products not reasonably intended for use with the Product, or is used in a manner or with equipment for which the KOFAX Product(s) it was not designed, reasonably intended. Red Hat's obligations under this Section 6.2 shall survive termination or where the Product(s) was modified by or for Tech Data in a manner to become infringing. IN NO EVENT SHALL KOFAX BE LIABLE TO TECH DATA UNDER THIS PARAGRAPH FOR CONSEQUENTIAL OR SPECIAL DAMAGES EXCEPT WHERE A THIRD PARTY OBTAINS SUCH DAMAGES AGAINST TECH DATA. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KOFAX SHALL HAVE NO LIABILITY OR OBLIGATION TO TECH DATA WITH RESPECT TO PATENT OR COPYRIGHT INFRINGEMENT MATTERSexpiration of this Agreement.

Proprietary Rights Indemnification. KOFAX shall defend any suit or proceeding brought against Tech Data based on a claim of a third party (A) Subject to CMN's compliance with Section 4.3(b), Netopia hereby represents and warrants that the Product(s), SDSL Router and its sale and use hereunder do not infringe upon any copyright or any part thereof, furnished by KOFAX constitutes an infringement trade secret of any patentthird party. Netopia shall defend, copyrightindemnify and hold CMN and its directors, trademark officers, employees and agents harmless from and against any suit, claim, action, demand, liability, loss, cost or expense (including reasonable legal expenses and attorney's fees) finally awarded by a court or tribunal of competent jurisdiction resulting from or arising directly or indirectly out of any breach of the US foregoing warranties; provided that Netopia is promptly informed and furnished a copy of each communication, notice or other third party intellectual right, provided that KOFAX action relating to the alleged breach and is notified promptly in writing and given Authorityauthority, information and assistance (at KOFAX's expense) for the defense of such a necessary to defend or settle said suit or proceeding, . (B) CMN hereby represents and KOFAX will pay warrants that the CopperRocket 201 and its sale and use hereunder do not infringe upon any copyright or trade secret of any third party. CMN further represents and warrants that CMN has all damages and costs, including attorneys fees rights necessary to provide the Intellectual Property made available to Netopia in connection therewithwith the development of the SDSL Router. In case CMN shall defend, indemnify and hold Netopia and its directors, officers, employees and agents harmless from and against any suit, claim, action, demand, liability, loss, cost or expense (including legal expenses and reasonable attorney's fees) finally awarded by a court or tribunal of competent jurisdiction resulting from or arising directly or indirectly out of any breach of the Product(sforegoing warranties; provided that CMN is promptly informed and furnished a copy of each communication, notice or other action relating to the alleged breach and is given authority, information and assistance necessary to defend or settle said suit or proceeding. (C) furnished by KOFAX, or any part thereof, is enjoined, KOFAX shallNetopia shall have the right, at its expense sole option and option at its expense, to either (i) procure for Tech Data CMN the right to continue using to use the Product(s); infringing SDSL Router as set forth in this Agreement, or (ii) replace or modify the same with infringing SDSL Router to make its use non-infringing Product(s); (iii) modify while being capable of performing the Product(s) so it becomes non-infringing; or (iv) grant Tech Data credit same function without degradation of performance. Netopia shall have no liability under this Section 4.3 for such equipment at the purchase price and accept its return. KOFAX shall not be liable to Tech Data hereunder if the patent any infringement or claim hereof is based upon on the use of the Product in connection SDSL Router with any other Products products not reasonably intended for use with provided by Netopia; if the Product, or SDSL Router is not used in a manner for which the KOFAX Product(s) it was not designed; if the SDSL Router is used in an infringing process; or if the claimed infringement arises out of information or materials delivered by CMN to Netopia in connection with development of the SDSL Router, or where from a modification of the Product(sSDSL Router after delivery by Netopia. Netopia's obligations hereunder shall not apply to any infringement occurring after Netopia has received notice alleging the infringement unless Netopia has given CMN written permission for such continuing infringement. (D) was modified by CMN shall have the right, at its sole option and at its expense, to either (i) procure for Netopia the right to continue to use the infringing CopperRocket 201 as set forth in this Agreement, or (ii) replace or modify the infringing CopperRocket 201 to make its use non-infringing while being capable of performing the same function without degradation of performance. Netopia shall have no liability under this Section for Tech Data in a manner to become infringing. IN NO EVENT SHALL KOFAX BE LIABLE TO TECH DATA UNDER THIS PARAGRAPH FOR CONSEQUENTIAL OR SPECIAL DAMAGES EXCEPT WHERE A THIRD PARTY OBTAINS SUCH DAMAGES AGAINST TECH DATA. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KOFAX SHALL HAVE NO LIABILITY OR OBLIGATION TO TECH DATA WITH RESPECT TO PATENT OR COPYRIGHT INFRINGEMENT MATTERS.any infringement based on the use of the CopperRocket 201 with any other products not

Proprietary Rights Indemnification. KOFAX 10.1 ECI, at its own expense, shall defend any suit or proceeding third party action brought against Tech Data Customer, to the extent that it is based on a claim that a Program used within the scope of the license granted hereunder infringes on a third party that valid and enforceable copyright registered in the Product(s)United States, or a trade secret, and shall hold Customer harmless from any part liability for any damages finally awarded by a court as a result of such a claim, or resulting from the settlement thereof, furnished by KOFAX constitutes an infringement of any patent, copyright, trademark of the US or other third party intellectual right, provided that KOFAX is notified Customer notifies ECI promptly in writing of the action (and given Authority, information all prior claims relating to such action) and assistance (at KOFAX's expense) for ECI has sole control of the defense and all negotiations for settlement or compromise of such a suit or proceeding, and KOFAX will pay all damages and costs, including attorneys fees in connection therewith. the claim. 10.2 In case the Product(s) furnished by KOFAXevent that any Program module becomes, or any part thereofECI is advised by legal counsel that it is likely to become, is enjoinedthe subject of an infringement claim, KOFAX shall, ECI may at its expense and option (i) procure for Tech Data the either secure Customer's right to continue using such program, replace or modify it to make it noninfringing (in ways not materially adversely affecting the Product(sutility of the program); , or if none of the foregoing alternatives is reasonably available or commercially feasible to ECI, discontinue the Program upon one month's notice and terminate Customer’s license and grant Customer a prorata refund of the license fee paid for the discontinued Program, calculated on the basis of straight-line depreciation over a three-year useful life. 10.3 ECI shall have no liability for any claim of infringement based on (ii1) replace use of other than the same with non-infringing Product(s); (iii) modify current supported release of the Product(s) so it becomes non-infringing; or (iv) grant Tech Data credit for Program, unaltered by anyone except ECI, if such equipment at the purchase price and accept its return. KOFAX shall not be liable to Tech Data hereunder if the patent infringement or claim hereof is based upon would have been avoided by the use of such current supported unaltered release and ECI has provided or offers to provide such release to Customer or (2) use or combination of the Product Program with programs or data not supplied or approved by ECI to the extent such use or combination caused the infringement. The remedies set forth in connection this Section 10 constitute the sole remedies of Customer and ECI's exclusive liability with other Products not reasonably intended respect to claims for use with the Product, or in a manner for which the KOFAX Product(s) was not designed, or where the Product(s) was modified by or for Tech Data in a manner to become infringing. IN NO EVENT SHALL KOFAX BE LIABLE TO TECH DATA UNDER THIS PARAGRAPH FOR CONSEQUENTIAL OR SPECIAL DAMAGES EXCEPT WHERE A THIRD PARTY OBTAINS SUCH DAMAGES AGAINST TECH DATA. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KOFAX SHALL HAVE NO LIABILITY OR OBLIGATION TO TECH DATA WITH RESPECT TO PATENT OR COPYRIGHT INFRINGEMENT MATTERSinfringement of proprietary rights of third parties.