Common use of Proprietary Rights Indemnity Clause in Contracts

Proprietary Rights Indemnity. Cadence will defend at its own expense, or its option reimburse Customer for reasonable costs of defense, in connection with any legal action brought against Customer to the extent that it is based on a claim or allegation that any Software infringes a U.S. patent or copyright of any third party, and Cadence will pay any costs and damages finally awarded against Customer in any such action that are attributable to any such claim or incurred by Customer through settlement thereof, but shall not be responsible for any compromise made or expense incurred without its consent. However, such defense and payments are subject to the condition that Customer gives Cadence prompt written notice of such claim, allows Cadence to direct the defense and settlement of the claim, and cooperates with Cadence as necessary for defense and settlement of the claim. Should any Licensed Materials, or the operation thereof, become or in Cadence’s opinion be likely to become, the subject of such claim, Cadence may, at Cadence’s option and expense, procure for Customer the right to continue using the Licensed Materials, replace or modify the Licensed Materials so that they become non-infringing, or terminate the license granted hereunder for such Licensed Materials and refund to Customer the Fees (less a reasonable charge for the period during which Customer has had availability of such Licensed Materials for Use and of the Maintenance Services). Cadence will have no liability for any infringement claim to the extent it; (i) is based on modification of Licensed Materials other than by Cadence, with or without authorization; or (ii) results from failure of Customer to Use and Updated version of the Licensed Materials; or (iii) is based on the combination or Use of a Licensed Materials with any other software, program or device not provided by Cadence if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence with designs, plans or specifications furnished by Customer, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed Materials. THE FOREGOING STATES CADENCE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENTS.

Proprietary Rights Indemnity. Cadence If Customer is made the subject of any claim or lawsuit by reason of its use of the SERVICES provided hereunder based on the allegation that the SERVICE as provided by Sprint constitutes an infringement of any third party patent, copyright or trade secret, enforceable in countries ratifying the Berne Convention, Customer will promptly notify Sprint thereof in SPRINT PROPRIETARY INFORMATION 5 06/16/03 writing. Sprint will defend at its own expenseand indemnify Customer against all such claims, demands, and causes of action based on the actual or its option reimburse Customer for reasonable alleged infringement of any such third party right. The indemnities set forth in this Section will include, without limitation, all penalties, awards and judgments, all court and arbitration costs, attorney's fees and other out-of-pocket costs of defense, reasonably incurred in connection with any legal action brought against such claims, demands and causes of action. Sprint will have sole discretion to settle or compromise such claim or lawsuit without the written consent of Customer provided that such settlement or compromise does not require Customer to make any payment not indemnified. Sprint will have the extent that it is based on a claim or allegation that any Software infringes a U.S. patent or copyright of any third party, sole right to retain and Cadence will pay any costs and damages finally awarded against Customer select counsel to represent its interests in any such action that are attributable to defending any such claim or incurred by litigation as part of its indemnification obligation hereunder. Sprint will not reimburse Customer through settlement thereoffor its attorneys' fees and costs in connection with Customer's separate retention of counsel, but shall not be responsible for unless Sprint will have wrongly failed to defend and indemnify Customer. If any compromise made or expense incurred without its consent. However, such defense and payments are subject action results in a final injunction against Customer with respect to the condition SERVICES provided pursuant to this Agreement, Sprint agrees that Customer gives Cadence prompt written notice of such claim, allows Cadence to direct the defense and settlement of the claim, and cooperates with Cadence as necessary for defense and settlement of the claim. Should any Licensed Materials, or the operation thereof, become or in Cadence’s opinion be likely to become, the subject of such claim, Cadence may, it will at Cadence’s its option and its sole expense, either (1) procure for Customer the right to continue using the Licensed Materials, infringing SERVICES or (2) replace or modify the Licensed Materials same so that they become it becomes non-infringinginfringing or (3) substitute for the SERVICES non-infringing replacement SERVICES having a capability equivalent to the SERVICES provided herein. If none of the foregoing alternatives is reasonably available to Sprint, or then Customer will have the right to terminate the license granted hereunder for such Licensed Materials and refund to Customer the Fees (less a reasonable charge for the period during which Customer has had availability affected portions of such Licensed Materials for Use and of the Maintenance Services). Cadence this Agreement, Sprint will have no liability for any infringement claim under this indemnity provision to the extent it; (i) the claim is based on modification a use, a modification, or a combination of Licensed Materials other than by CadenceSprint SERVICES with products, with goods or without authorization; or (ii) results from failure of Customer to Use and Updated version of the Licensed Materials; or (iii) is based on the combination or Use of a Licensed Materials with any other software, program or device services not directly provided by Cadence if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence with designs, plans or specifications furnished by Customer, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed Materials. THE FOREGOING STATES CADENCE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENTSSprint.

Proprietary Rights Indemnity. Cadence Enova will defend at its own expense, or its option reimburse Customer Cash America for reasonable costs of defense, in connection with any legal action brought against Customer Cash America to the extent that it is based on a claim or allegation that any Software infringes a U.S. patent or copyright of any third party, and Cadence Enova will pay any costs and damages finally awarded against Customer Cash America in any such action that are attributable to any such claim or incurred by Customer Cash America through settlement thereof, but shall not be responsible for any compromise made or expense incurred without its consent. However, such defense and payments are subject to the condition that Customer Cash America gives Cadence Enova prompt written notice of such claim, allows Cadence Enova to direct the defense and settlement of the claim, and cooperates with Cadence Enova as necessary for defense and settlement of the claim. Should any Licensed Materials, or the operation thereof, become or in CadenceEnova’s opinion be likely to become, the subject of such claim, Cadence Enova may, at CadenceEnova’s option and expense, procure for Customer Cash America the right to continue using the Licensed Materials, replace or modify the Licensed Materials so that they become non-infringing, or terminate the license granted hereunder for such Licensed Materials and refund to Customer Cash America the Maintenance Fees (less a reasonable charge for the period during which Customer Cash America has had availability of such Licensed Materials for Use and use of the Maintenance Services). Cadence Enova will have no liability for any infringement claim to the extent it; (i) is based on modification of Licensed Materials other than by CadenceEnova, with or without authorization; or (ii) results from failure of Customer Cash America to Use and an Updated version of the Licensed Materials; or (iii) is based on the combination or Use of a Licensed Materials with any other software, program or device not provided by Cadence Enova if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence Enova with designs, plans or specifications furnished by CustomerCash America, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed Materials. THE FOREGOING STATES CADENCEENOVA’S ENTIRE LIABILITY AND CUSTOMERCASH AMERICA’S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENTS.. SOFTWARE LICENSE AND MAINTENANCE AGREEMENT

Proprietary Rights Indemnity. Cadence will indemnify, defend and hold Customer harmless, at its Cadence's own expense, or its option reimburse Customer for reasonable costs of defense, in connection with against any legal claim or action brought against Customer to the extent that it is based on a claim or allegation that any Software Licensed Program directly infringes a U.S. patent U.S., European or copyright Japanese patent, copyright, trademark, or trade secret of any third party, and Cadence will pay any liabilities and costs and damages finally awarded against Customer in any such action that are attributable to any such claim or incurred by Customer through settlement thereof, but shall not be responsible for any compromise made or expense incurred without its consent. However, such defense and payments are subject to the condition that Customer gives Cadence prompt written notice of such claim, allows Cadence to direct the defense and settlement of the claim, and cooperates with Cadence as reasonably necessary for defense and settlement of the claim. Should any Licensed MaterialsProgram, or the operation thereof, become or in Cadence’s 's opinion be likely to become, the subject of such claim, Cadence may, at Cadence’s 's option and expense, procure for Customer the right to continue using the Licensed MaterialsProgram, replace or modify the Licensed Materials Program so that they become it becomes non-infringing, or, if neither of the foregoing options are commercially reasonable or practicable, terminate the license granted hereunder for such Licensed Materials Program and refund to Customer the Fees (less a reasonable charge for the period during which Customer has had availability of such Licensed Materials Program for Use and of the Maintenance Services). Cadence will have no liability for any infringement claim to the extent it; it (i) is based on modification of a Licensed Materials Program other than by Cadence, with or without authorization; or (ii) results from failure of Customer to Use and Updated use an updated version of the a Licensed MaterialsProgram provided by Cadence to Customer; or (iii) is based on the combination or Use use of a Licensed Materials Program with any other software, program or device not provided by Cadence if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence with designs, plans or specifications furnished by Customer, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed Materials. THE FOREGOING STATES CADENCE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENTS.on

Proprietary Rights Indemnity. Cadence will Precept shall defend at its own expensePrecept's expense any ---------------------------- claim, suit or its option reimburse Customer for reasonable costs of defense, in connection with any legal action proceeding brought against Customer to the extent that Licensee insofar as it is based on a claim that the Software constitutes an infringement of a U.S. copyright or allegation that any Software infringes a U.S. patent or copyright a misappropriation of a trade secret of a third party. To qualify for such a defense and payment Licensee must: (i) give Precept prompt written notice of any third party, such claim; and Cadence will (ii) allow Precept to control and fully cooperate with Precept in the defense and all related settlement negotiations. Precept shall pay any costs reasonable attorney's fees incurred by Licensee before Precept assumes the defense and all damages finally awarded against Customer or paid in any such action that are attributable compromise to any such claim or incurred by Customer through settlement thereof, third parties which Licensee is obligated to pay but shall not be responsible for any compromise made or expense incurred without its consent. HoweverLicensee shall have the right to participate in the defense using counsel of its own, such defense and payments are subject to the condition that Customer gives Cadence prompt written at its own expense. Upon notice of such claim, allows Cadence to direct the defense and settlement of the claim, and cooperates with Cadence as necessary for defense and settlement of the claim. Should any Licensed Materials, or the operation thereof, become or in Cadence’s opinion be a claimed infringement likely to becomeresult in an injunction or if in Precept's opinion such a claim is likely, Precept shall have the subject of such claim, Cadence mayright, at Cadence’s its sole option and expense, procure for Customer to obtain the right to continue using licensing the Licensed MaterialsSoftware, replace substitute other computer software with substantially similar operating capabilities, or modify the Licensed Materials Software so that they become non-it is no longer infringing. In the event that none of the above options are reasonably available in Precept's opinion. Licensee's sole and exclusive remedy shall be to terminate this Agreement, or terminate to return the license granted hereunder Software to Precept and to obtain a refund from Precept of any Royalty paid by Licensee for such Licensed Materials and refund to Customer the Fees Software. PRECEPT SHALL HAVE NO OBLIGATION TO LICENSEE IF ANY ALLEGED COPYRIGHT OR PATENT INFRINGEMENT OR CLAIM THEREOF IS BASED UPON THE USE OF THE SOFTWARE IN CONNECTION OR IN COMBINATION WITH EQUIPMENT, DEVICES, OR SOFTWARE (less a reasonable charge for the period during which Customer has had availability of such Licensed Materials for Use and of the Maintenance Services). Cadence will have no liability for any infringement claim to the extent it; INCLUDING, WITHOUT LIMITATION, THE APPLICATIONS) NOT DELIVERED BY PRECEPT (iIF SUCH INFRINGEMENT OR CLAIM COULD HAVE BEEN AVOIDED BY THE USE OF THE SOFTWARE WITH OTHER EQUIPMENT, DEVICES, OR SOFTWARE) is based on modification of Licensed Materials other than by Cadence, with or without authorization; or (ii) results from failure of Customer to Use and Updated version of the Licensed Materials; or (iii) is based on the combination or Use of a Licensed Materials with any other software, program or device not provided by Cadence if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence with designs, plans or specifications furnished by Customer, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed MaterialsOR THE USE OF THE SOFTWARE IN A MANNER FOR WHICH IT WAS NOT INTENDED OR USE OF OTHER THAN THE MOST CURRENT RELEASE OF THE DEVELOPMENT SOFTWARE IF SUCH CLAIM WOULD HAVE BEEN PREVENTED BY THE USE OF SUCH RELEASE. THE FOREGOING STATES CADENCE’S ENTIRE LIABILITY LICENSEE'S SOLE AND CUSTOMER’S EXCLUSIVE REMEDY FOR WITH RESPECT TO CLAIMS OF INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS INFRINGEMENTSOF ANY KIND.

Proprietary Rights Indemnity. Cadence If Customer is made the subject of any claim or lawsuit by reason of its use of the SERVICES provided hereunder based on the allegation that the SERVICE as provided by Sprint constitutes an infringement of any third party patent, copyright or trade secret, enforceable in countries ratifying the Berne Convention, Customer will promptly notify Sprint thereof in writing. Sprint will defend at its own expenseand indemnify Customer against all such claims, demands, and causes of action based on the actual or its option reimburse Customer for reasonable alleged infringement of any such third party right. The indemnities set forth in this Section will include, without limitation, all penalties, awards and judgments, all court and arbitration costs, attorney's fees and other out-of-pocket costs of defense, reasonably incurred in connection with any legal action brought against such claims, demands and causes of action. Sprint will have sole discretion to settle or compromise such claim or lawsuit without the written consent of Customer provided that such settlement or compromise does not require Customer to make any payment not indemnified. Sprint will have the extent that it is based on a claim or allegation that any Software infringes a U.S. patent or copyright of any third party, sole right to retain and Cadence will pay any costs and damages finally awarded against Customer select counsel to represent its interests in any such action that are attributable to defending any such claim or incurred by litigation as part of its indemnification obligation hereunder. Sprint will not reimburse Customer through settlement thereoffor its attorneys' fees and costs in connection with Customer's separate retention of counsel, but shall not be responsible for unless Sprint will have wrongly failed to defend and indemnify Customer. If any compromise made or expense incurred without its consent. However, such defense and payments are subject action results in a final injunction against Customer with respect to the condition SERVICES provided pursuant to this Agreement, Sprint agrees that Customer gives Cadence prompt written notice of such claim, allows Cadence to direct the defense and settlement of the claim, and cooperates with Cadence as necessary for defense and settlement of the claim. Should any Licensed Materials, or the operation thereof, become or in Cadence’s opinion be likely to become, the subject of such claim, Cadence may, it will at Cadence’s its option and its sole expense, either (1) procure for Customer the right to continue using the Licensed Materials, infringing SERVICES or (2) replace or modify the Licensed Materials same so that they become it becomes non-infringinginfringing or (3) substitute for the SERVICES non-infringing replacement SERVICES having a capability equivalent to the SERVICES provided herein with no adverse economic impact to Customer. If none of the foregoing alternatives is reasonably available to Sprint, or then Customer will have the right to terminate the license granted hereunder for such Licensed Materials and refund to Customer the Fees (less a reasonable charge for the period during which Customer has had availability affected portions of such Licensed Materials for Use and of the Maintenance Services)this Agreement. Cadence Sprint will have no liability for any infringement claim under this indemnity provision to the extent it; (i) the claim is based on modification a use, a modification, or a combination of Licensed Materials other than by CadenceSprint SERVICES with products, with goods or without authorization; or (ii) results from failure of Customer to Use and Updated version of the Licensed Materials; or (iii) is based on the combination or Use of a Licensed Materials with any other software, program or device services not directly provided by Cadence if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence with designs, plans or specifications furnished by Customer, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed Materials. THE FOREGOING STATES CADENCE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENTSSprint.

Proprietary Rights Indemnity. Cadence If Customer is made the subject of any claim or lawsuit by reason of its use of the SERVICEs provided hereunder based on the allegation that the SERVICE as provided by Sprint constitutes an infringement of any third party patent, copyright or trade secret, enforceable in countries ratifying the Berne Convention, Customer will promptly notify Sprint thereof in writing. Sprint will defend at its own expenseand indemnify Customer against all such claims, demands, and causes of action based on the actual or its option reimburse Customer for reasonable alleged infringement of any such third party right. The indemnities set forth in this Section will include, without limitation, all penalties, awards and judgments, all court and arbitration costs, attorney's fees and other out-of-pocket costs of defense, reasonably incurred in connection with any legal action brought against such claims, demands and causes of action. Sprint will have sole discretion to settle or compromise such claim or lawsuit without the written consent of Customer provided that such settlement or compromise does not require Customer to make any payment not indemnified. Sprint will have the extent that it is based on a claim or allegation that any Software infringes a U.S. patent or copyright of any third party, sole right to retain and Cadence will pay any costs and damages finally awarded against Customer select counsel to represent its interests in any such action that are attributable to defending any such claim or incurred by litigation as part of its indemnification obligation hereunder. Sprint will not reimburse Customer through settlement thereoffor its attorneys' fees and costs in connection with Customer's separate retention of counsel, but shall not be responsible for unless Sprint will have wrongly failed to defend and indemnify Customer. If any compromise made or expense incurred without its consent. However, such defense and payments are subject action results in a final injunction against Customer with respect to the condition SERVICEs provided pursuant to this Agreement, Sprint agrees that Customer gives Cadence prompt written notice of such claim, allows Cadence to direct the defense and settlement of the claim, and cooperates with Cadence as necessary for defense and settlement of the claim. Should any Licensed Materials, or the operation thereof, become or in Cadence’s opinion be likely to become, the subject of such claim, Cadence may, it will at Cadence’s its option and its sole expense, either (1) procure for Customer the right to continue using the Licensed Materials, infringing SERVICEs or (2) replace or modify the Licensed Materials same so that they become it becomes non-infringinginfringing or (3) substitute for the SERVICEs non-infringing replacement SERVICEs having a capability equivalent to the SERVICEs provided herein. If none of the foregoing alternatives is reasonably available to Sprint, or then Customer will have the right to terminate the license granted hereunder for such Licensed Materials and refund to Customer the Fees (less a reasonable charge for the period during which Customer has had availability affected portions of such Licensed Materials for Use and of the Maintenance Services)this Agreement. Cadence Sprint will have no liability for any infringement claim under this indemnity provision to the extent it; (i) the claim is based on modification a use, a modification, or a combination of Licensed Materials other than by CadenceSprint SERVICEs with products, with goods or without authorization; or (ii) results from failure of Customer to Use and Updated version of the Licensed Materials; or (iii) is based on the combination or Use of a Licensed Materials with any other software, program or device services not directly provided by Cadence if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence with designs, plans or specifications furnished by Customer, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed Materials. THE FOREGOING STATES CADENCE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENTSSprint.

Proprietary Rights Indemnity. Cadence If Customer is made the subject of any claim or lawsuit by reason of its use of the Services provided hereunder based on the allegation that the Service as provided by Sprint constitutes an infringement of any third party patent, copyright or trade secret, enforceable in countries ratifying the Borne Convention, Customer will promptly notify Sprint thereof in writing. Sprint will defend at its own expenseand indemnify Customer against all such claims, demands, and causes of action based on the actual or its option reimburse Customer for reasonable alleged infringement of any such third party right. The indemnities set forth in this Section will include, without limitation, all penalties, awards and judgments, all court and arbitration costs, attorney's fees and other out-of-pocket costs of defense, reasonably incurred in connection with any legal action brought against such claims, demands and causes of action. Sprint will have sole discretion to settle or compromise such claim or lawsuit without the written consent of Customer provided. that such settlement or compromise does- not require Customer to make any payment not indemnified Sprint will have the extent that it is based on a claim or allegation that any Software infringes a U.S. patent or copyright of any third party, sole right to retain and Cadence will pay any costs and damages finally awarded against Customer select counsel to represent its interests in any such action that are attributable to defending any such claim or incurred by litigation as part of its indemnification obligation hereunder. Sprint will not reimburse Customer through settlement thereoffor its attorneys' fees and costs in connection with Customer's separate retention of counsel, but shall not be responsible for unless Sprint will have wrongly failed to defend and indemnify Customer. If any compromise made or expense incurred without its consent. However, such defense and payments are subject action results in a final injunction against Customer with respect to the condition Services provided pursuant to this Agreement, Sprint agrees that Customer gives Cadence prompt written notice of such claim, allows Cadence to direct the defense and settlement of the claim, and cooperates with Cadence as necessary for defense and settlement of the claim. Should any Licensed Materials, or the operation thereof, become or in Cadence’s opinion be likely to become, the subject of such claim, Cadence may, it will at Cadence’s its option and its sole expense, either (1) procure for Customer the right to continue using the Licensed Materials, infringing Services or (2) replace or of modify the Licensed Materials same so that they become it becomes non-infringinginfringing or (3) substitute for the Services non-infringing replacement Services having a capability equivalent to the Services provided herein. If none of the foregoing alternatives is reasonably available to Sprint, or then Customer will have the right to terminate the license granted hereunder for such Licensed Materials and refund to Customer the Fees (less a reasonable charge for the period during which Customer has had availability affected portions of such Licensed Materials for Use and of the Maintenance Services). Cadence this Agreement Sprint will have no liability for any infringement claim under this indemnity provision to the extent it; (i) the claim is based on modification a use, a modification, or a combination of Licensed Materials other than by CadenceSprint Services with products, with goods or without authorization; or (ii) results from failure of Customer to Use and Updated version of the Licensed Materials; or (iii) is based on the combination or Use of a Licensed Materials with any other software, program or device services not directly provided by Cadence if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence with designs, plans or specifications furnished by Customer, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed Materials. THE FOREGOING STATES CADENCE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENTSSprint.

Proprietary Rights Indemnity. Cadence If Customer is made the subject of any claim or lawsuit by reason of its use of the Services provided hereunder based on the allegation that the Service as provided by Sprint constitutes an infringement of any third party patent, copyright or trade secret, enforceable in countries ratifying the Berne Convention, Customer will promptly notify Sprint thereof in writing. Sprint will defend at its own expenseand indemnify Customer against all such claims, demands, and causes of action based on the actual or its option reimburse Customer for reasonable alleged infringement of any such third party right. The indemnities set forth in this Section will include, without limitation, all penalties, awards and judgments, all court and arbitration costs, attorney's fees and other out-of-pocket costs of defense, reasonably incurred in connection with any legal action brought against such claims, demands and causes of action. Sprint will have sole discretion to settle or compromise such claim or lawsuit without the written consent of Customer provided that such settlement or compromise does not require Customer to make any payment not indemnified. Sprint will have the extent that it is based on a claim or allegation that any Software infringes a U.S. patent or copyright of any third party, sole right to retain and Cadence will pay any costs and damages finally awarded against Customer select counsel to represent its interests in any such action that are attributable to defending any such claim or incurred by litigation as part of its indemnification obligation hereunder. Sprint will not reimburse Customer through settlement thereoffor its attorneys' fees and costs in connection with Customer's separate retention of counsel, but shall not be responsible for unless Sprint will have wrongly failed to defend and indemnify Customer. If any compromise made or expense incurred without its consent. However, such defense and payments are subject action results in a final injunction against Customer with respect to the condition Services provided pursuant to this Agreement, Sprint agrees that Customer gives Cadence prompt written notice of such claim, allows Cadence to direct the defense and settlement of the claim, and cooperates with Cadence as necessary for defense and settlement of the claim. Should any Licensed Materials, or the operation thereof, become or in Cadence’s opinion be likely to become, the subject of such claim, Cadence may, it will at Cadence’s its option and its sole expense, either (1) procure for Customer the right to continue using the Licensed Materials, infringing Services or (2) replace or modify the Licensed Materials same so that they become it becomes non-infringinginfringing or (3) substitute for the Services non-infringing replacement Services having a capability equivalent to the Services provided herein. If none of the foregoing alternatives is reasonably available to Sprint, or then Customer will have the right to terminate the license granted hereunder for such Licensed Materials and refund to Customer the Fees (less a reasonable charge for the period during which Customer has had availability affected portions of such Licensed Materials for Use and of the Maintenance Services)this Agreement. Cadence Sprint will have no liability for any infringement claim under this indemnity provision to the extent it; (i) the claim is based on modification a use, a modification, or a combination of Licensed Materials other than by CadenceSprint Services with products, with goods or without authorization; or (ii) results from failure of Customer to Use and Updated version of the Licensed Materials; or (iii) is based on the combination or Use of a Licensed Materials with any other software, program or device services not directly provided by Cadence if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence with designs, plans or specifications furnished by Customer, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed Materials. THE FOREGOING STATES CADENCE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENTSSprint.

Proprietary Rights Indemnity. Cadence If Customer is made the subject of any claim or lawsuit by reason of its use of the Services provided hereunder based on the allegation that the Service as provided by Sprint constitutes an infringement of any third party patent, copyright or trade secret, enforceable in countries ratifying the Berne Convention, Customer will promptly notify Sprint thereof in writing. Sprint will defend at its own expenseand indemnify Customer against all such claims, demands, and causes of action based on the actual or its option reimburse Customer for reasonable alleged infringement of any such third party right. The indemnities set forth in this Section will include, without limitation, all penalties, awards and judgments, all court and arbitration costs, attorney's fees and other out-of-pocket costs of defense, reasonably incurred in connection with any legal action brought against such claims, demands and causes of action. Sprint will have sole discretion to settle or compromise such claim or lawsuit without the written consent of Customer provided that such settlement or compromise does not require Customer to make any payment not indemnified. Sprint will have the extent that it is based on a claim or allegation that any Software infringes a U.S. patent or copyright of any third party, sole right to retain and Cadence will pay any costs and damages finally awarded against Customer select counsel to represent its interests in any such action that are attributable to defending any such claim or incurred by litigation as part of its indemnification obligation hereunder. Sprint will not reimburse Customer through settlement thereoffor its attorneys' fees and costs in connection with Customer's separate retention of counsel, but shall not be responsible for unless Sprint will have wrongly failed to defend and indemnify Customer. If any compromise made or expense incurred without its consent. However, such defense and payments are subject action results in a final injunction against Customer with respect to the condition Services provided pursuant to this Agreement, Sprint agrees that Customer gives Cadence prompt written notice of such claim, allows Cadence to direct the defense and settlement of the claim, and cooperates with Cadence as necessary for defense and settlement of the claim. Should any Licensed Materials, or the operation thereof, become or in Cadence’s opinion be likely to become, the subject of such claim, Cadence may, it will at Cadence’s its option and its sole expense, either (1) procure for Customer the right to continue using the Licensed Materials, infringing Services or (2) replace or modify the Licensed Materials same so that they become it becomes non-infringinginfringing or (3) substitute for the Services non-infringing replacement. Services having a capability equivalent to the Services provided herein. If none of the foregoing alternatives is reasonably available to Sprint, or then Customer will have the right to terminate the license granted hereunder for such Licensed Materials and refund to Customer the Fees (less a reasonable charge for the period during which Customer has had availability affected portions of such Licensed Materials for Use and of the Maintenance Services)this Agreement. Cadence Sprint will have no liability for any infringement claim under this indemnity provision to the extent it; (i) the clam is based on modification a use, a modification, or a combination of Licensed Materials other than by CadenceSprint Services with products, with goods or without authorization; or (ii) results from failure of Customer to Use and Updated version of the Licensed Materials; or (iii) is based on the combination or Use of a Licensed Materials with any other software, program or device services not directly provided by Cadence if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence with designs, plans or specifications furnished by Customer, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed Materials. THE FOREGOING STATES CADENCE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENTSSprint.