Common use of Infringement Indemnification Clause in Contracts

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing Hill-Rom shall indemnify, defend and hold Customer harmless from Liabilities incurred by Customer which result from any claim by a third party that the Licensed Software or Hill-Rom Provided Components manufactured by Hill-Rom violates a claim under copyright or trade secrets. If, however, the Licensed Software or Hill-Rom Provided Components manufactured by Hill-Rom, are determined by a court of competent jurisdiction to infringe the copyright or trade secrets of any judicial action brought against City based third party resulting in a prohibition on an allegation that City’s the use of the Licensed Software infringes a patentor Hill-Rom Provided Components manufactured by Hill-Rom, copyrightHill-Rom shall, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay sole discretion, (i) replace the costs infringing Licensed Software or Hill-Rom Provided Components with appropriate non-infringing software or hardware; (ii) procure the right to continue the use of the infringing Licensed Software or Hill-Rom Provided Components; or (iii) terminate this Agreement and damages awarded in any such action refund to the end user the remaining useful life of the affected Licensed Software or Hill-Rom Provided Component on a five (5) year straight line amortization basis commencing with the installation of Product and not to exceed the cost of settling same. The Customer/end user shall provide prompt notice of such actionclaim, provided that Contractor and Customer/end user shall have sole control of cooperate fully in the defense of any such action claim. The obligation to indemnify, defend and all negotiations hold Customer/end user harmless shall not apply to the extent the violation (a) is caused by Customer/end user’s unauthorized modification of the Licensed Software, Hill-Rom Provided Components, or its settlement or compromise. If notified promptly in writing of any informal claim accompanying documentation, (other than a judicial actionb) brought against City is based on an allegation that City’s upon the use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated or Hill-Rom Provided Components in combination with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringementsoftware program or equipment, or any part thereof, not furnished or recommended in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a nonwriting by Hill-infringing, functionally equivalent substitute Licensed SoftwareRom, or (c) suitably modify is based upon the use of the applicable Licensed Software or Hill-Rom Provided Components in a manner or environment, or for any purpose, for which Hill-Rom did not design or license it. To the fullest extent permitted by law, Hill-Rom’s performance of its obligations under this provision shall be Customer/end user’s sole and exclusive remedy with respect to make its use hereunder intellectual property rights, the alleged infringement thereof and any implied or statutory terms, conditions, representations and warranties of non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedinfringement.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise, only if Contractor accepts the defense and hold harmless requirements without reservation, and provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement, only if Contractor accepts the defense and hold harmless requirements without reservation, and provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed SoftwareSaaS Application and/or Services. Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software SaaS Application and Services was neither designed nor intended to be used, unless City has obtained prior written authorization from Contractor permitting such use.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software Programs infringes a patent, patent or copyright, or any right rights of a third party party, or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringementinfringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software Programs constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event that a final injunction is shall be obtained against City’s use of the Licensed Software Programs by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software Programs is likely to become the subject of Infringement, Contractor may at its option and expense: expense (a) procure for City the right to continue to use the Licensed Software Programs as contemplated hereunder, (b) replace the Licensed Software Programs with a non-infringing, functionally equivalent substitute Licensed SoftwarePrograms, or (c) suitably modify the Licensed Software Programs to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwarePrograms. If none of these options is reasonably available to Contractor, then the this Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the development and license of such the infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedPrograms.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor FIRST PARTY will hold City harmless and defend such action at its own expense. Contractor FIRST PARTY will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor FIRST PARTY shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor FIRST PARTY will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor FIRST PARTY shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in ContractorFIRST PARTY’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor FIRST PARTY may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to ContractorFIRST PARTY, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor FIRST PARTY shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed SoftwareSaaS Application and/or Services. Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.as

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-non- infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed SoftwareSaaS Application and/or Services. Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software SaaS Application and Services was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City CITY based on an allegation that CityCITY’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor FIRST PARTY will hold City CITY harmless and defend such action at its own expense. Contractor FIRST PARTY will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor FIRST PARTY shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City CITY based on an allegation that CityCITY’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor FIRST PARTY will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor FIRST PARTY shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against CityCITY’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in ContractorFIRST PARTY’s opinion CityCITY’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor FIRST PARTY may at its option and expense: (a) procure for City CITY the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to ContractorFIRST PARTY, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor FIRST PARTY shall refund to City CITY all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.such

Infringement Indemnification. If notified promptly in writing Vendor shall indemnify, defend, and hold harmless University from and against any claim, suit, or proceeding brought against University, its officers, agents, trustees, and/or employees based on a claim that the manufacture or sale or University’s intended use or resale of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patentDeliverable(s) covered by this order constitutes infringement of any United States Letters Patent, now or hereafter issued, or violates any other proprietary interest (including, but not limited to, any copyright, or any right trademark, and/or trade secrets). Vendor shall pay all damages, expenses, and costs (including, but not limited to all costs of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringementlitigation), Contractor will hold City harmless and defend awarded against University in such action at its own expense. Contractor will pay the costs and damages awarded in any such action a suit or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlementproceeding. In the event a final injunction that University is obtained against City’s enjoined from use and/or resale of any of the Licensed Software Deliverables covered by reason this order as a result of Infringementsaid suit or proceeding, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may Vendor shall (at its option sole cost and expense: (a) expend all reasonable efforts to procure for City University the right to continue use and/or resell said Deliverables. If Vendor cannot so procure the aforementioned right within a reasonable time, Vendor shall then promptly (at Vendor’s sole cost and expense): (A) modify said Deliverables so as to use the Licensed Software as contemplated hereunderavoid infringement of any third party patent or other proprietary interest (collectively, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed SoftwareProprietary Interest), or (cB) suitably modify replace said Deliverables with new Deliverables which do not infringe or violate any third party’s Proprietary Interest and reimburse University for any additional costs (including, but not limited to any transportation and reinstallation costs) in connection therewith, or (C) remove said Deliverables and refund the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to purchase price and reimburse University for any associated thereof (including, but not limited to, any the unmodified version of the Licensed Softwaretransportation and installation costs). If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor Vendor shall have no liability for the same obligations with respect to any claim for infringement or violation of Infringement based on City’s any foreign third party Proprietary Interest if University purchases hereunder for shipment to and for use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedresale in a foreign country and Vendor is so advised.

Infringement Indemnification. If notified promptly in writing Subject to the limit of liability set forth above, Virtustream shall defend, or at its option, settle and pay any judicial action claim, suit, or proceeding brought against City Licensee based on an allegation that City’s use of the Licensed Software infringes a patent(excluding Third Party Software or Trial Software, copyright, if any) infringe or misappropriate any right of a third party copyright or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property United States patent or trademark (Infringement“Infringement Claim”), Contractor provided Licensee promptly notify Virtustream in writing of Licensee’s notification or discovery of an Infringement Claim such that Virtustream is not prejudiced by any delay in such notification. Virtustream may participate in the defense or settlement of any Infringement Claim and Licensee will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded provide reasonable assistance in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any same. Following notice of an Infringement Claim or if Virtustream believes such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal a claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringementis likely, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor Virtustream may at its option sole expense and expenseoption: (ai) procure for City Licensee the right to continue to Use/use the Licensed Software as contemplated hereunder, allegedly infringing Software; (bii) replace or modify the Licensed allegedly infringing Software with a to make it non-infringing, functionally equivalent substitute Licensed Software, ; or (ciii) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version if neither of the Licensed foregoing is commercially reasonable, accept return of the allegedly infringing Software and provide Licensee with a pro-rata refund of the applicable License Fees paid to Virtustream for the allegedly infringing Software based on a term of sixty (60) months following execution of the applicable Order for the Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have Virtustream assumes no liability for any claim Infringement Claims or allegations of Infringement infringement or misappropriation based on Cityon: (i) Licensee’s continued Use/use of allegedly infringing Software after notice from Virtustream that Licensee should cease Use/use of same due to an allegation of infringement or misappropriation; (ii) any modification of the Software by Licensee or at Licensee’s direction or Virtustream’s compliance with instructions or directives of Licensee; or (iii) Licensee’s combination of the Licensed Software with products other programs, data, hardware, or data other materials, if such Infringement Claim would have been avoided by the use of the type for which Software without such combination; or (iv) Infringement Claim is alleged in any way to result from the Licensed Use/use of the Software was neither designed nor intended to be used.in combination with equipment or third party software not approved by Virtustream; or (v) any Unlicensed Use/use of the Software. THE FOREGOING STATES LICENSEE’S ENTIRE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT CLAIM AND DOES NOT COVER OPEN SOURCE SOFTWARE

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of products and/or services that are the Licensed Software subject of this agreement infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise, provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software products and/or services that are the subject of this agreement constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software products and/or services that are the subject of this agreement by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software products and/or services that are the subject of this agreement is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software products and/or services that are the subject of this agreement as contemplated hereunder, (b) replace the Licensed Software products and/or services that are the subject of this agreement with a non-infringing, functionally equivalent substitute Licensed Softwareproducts and/or services that are the subject of this agreement, or (c) suitably modify the Licensed Software products and/or services that are the subject of this agreement to make its use hereunder non-non- infringing while retaining functional equivalency to the unmodified version of the Licensed Softwareproducts and/or services that are the subject of this agreement. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Softwareproducts and/or services that are the subject of this agreement. Any unauthorized modification or attempted modification of the Licensed Software products and/or services that are the subject of this agreement by City or any failure by City to implement any improvements or updates to the Licensed Softwareproducts and/or services that are the subject of this agreement, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software products and/or services that are the subject of this agreement was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise, provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed SoftwareSaaS Application and/or Services. Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software SaaS Application and Services was neither designed nor intended to be used.. Warranties of Contractor

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor or intended to be used.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise, only if Contractor accepts the defense and hold harmless requirements without reservation, and provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement, only if Contractor accepts the defense and hold harmless requirements without reservation, and provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-non- infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed SoftwareSaaS Application and/or Services. Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software SaaS Application and Services was neither designed nor intended to be used, unless City has obtained prior written authorization from Contractor permitting such use.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement Term Sheet and the accompanying Purchase Order for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification modification, or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software Programs infringes a patent, patent or copyright, or any right rights of a third party party, or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringementinfringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software Programs constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event that a final injunction is shall be obtained against City’s use of the Licensed Software Programs by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software Programs is likely to become the subject of Infringement, Contractor may at its option and expense: expense (a) procure for City the right to continue to use the Licensed Software Programs as contemplated hereunder, (b) replace the Licensed Software Programs with a non-infringing, functionally equivalent substitute Licensed SoftwarePrograms, or (c) suitably modify the Licensed Software Programs to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwarePrograms. If none of these options is reasonably available to Contractor, then the this Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the development and license of such the infringing Licensed SoftwarePrograms. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.Warranties

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software Programs infringes a patent, patent or copyright, or any right rights of a third party party, or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringementinfringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software Programs constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event that a final injunction is shall be obtained against City’s use of the Licensed Software Programs by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software Programs is likely to become the subject of Infringement, Contractor may at its option and expense: expense (a) procure for City the right to continue to use the Licensed Software Programs as contemplated hereunder, (b) replace the Licensed Software Programs with a non-infringing, functionally equivalent substitute Licensed SoftwarePrograms, or (c) suitably modify the Licensed Software Programs to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwarePrograms. If none of these options is reasonably available to Contractor, then this Term Sheet and the Agreement accompanying Purchase Order may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement Term Sheet and the accompanying Purchase Order for the development and license of such the infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedPrograms.

Infringement Indemnification. If notified promptly 8.1 Licensor represents and warrants, to the best of its knowledge, that neither the Applications and Services provided to MDHS under this Agreement nor their use by MDHS will violate or infringe on any copyright, patent, trade secret or other proprietary right of any person or entity. Licensor, at its own expense, shall defend or settle any and all infringement actions filed against Licensor or MDHS which involve the Applications, Services or other items provided under this Agreement and shall pay all costs, attorney fees, damages and judgment finally awarded against MDHS provided that: (a) MDHS notifies Licensor in writing of any judicial action brought against City based on an allegation that City’s use such claim of which it has knowledge; (b) Licensor has, to the Licensed Software infringes a patentextent authorized by Mississippi law, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all actions or negotiations related to the defense or its settlement or compromise. If notified promptly in writing of any informal such claim, and (c) MDHS cooperates in the defense of the claim (other than a judicial action) brought against City based on by supplying Licensor all relevant information currently available and in its possession, all at Licensor’s expense. In no event shall the State compromise, settle or adversely impact the defense of any actions or negotiations without the prior, written consent of Licensor. Further, in no event shall Licensor compromise or settle any such actions or negotiations without the prior written consent of MDHS if such compromise or settlement would create an allegation that City’s obligation or liability upon MDHS or the State. If, in any such suit arising from such claim, the continued use of the Licensed Software constitutes Infringementitems for the purpose intended is enjoined or threatened to be enjoined by any court of competent jurisdiction, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any)Licensor shall, provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) first procure for City MDHS the right to continue using such Applications or Services, or upon failing to use the Licensed Software as contemplated hereunder, procure such right; (b) modify or replace the Licensed Software them with a non-infringing, functionally infringing items with equivalent substitute Licensed Softwarefunctionality, or upon failing to secure either such right at Licensor’s reasonable expense, (c) suitably modify the Licensed Software to make its use hereunder nonissue a pro-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall rata refund to City all amounts paid under this Agreement MDHS for the license fees previously paid by MDHS for the infringing Applications and Services MDHS may no longer use. Said refund shall be paid within ten (10) business days of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City notice to implement any improvements or updates MDHS to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be useddiscontinue said use.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Hosted Licensed Software Service infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor FTI will hold City harmless and defend such action at its own expense. Contractor FTI will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor and City shall have sole control the right to be represented by counsel of its choosing at the defense expense of any such action and all negotiations or its settlement or compromiseFTI. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Hosted Licensed Software Service constitutes Infringement, Contractor FTI will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor and FTI shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Hosted Licensed Software Service by reason of Infringement, or in ContractorFTI’s opinion City’s use of the Hosted Licensed Software Service is likely to become the subject of Infringement, Contractor FTI may at its option and expense: (a) procure for City the right to continue to use the Hosted Licensed Software Service as contemplated hereunder, (b) replace the Hosted Licensed Software Service with a non-infringing, functionally equivalent substitute Hosted Licensed SoftwareSoftware Service, or (c) suitably modify the Hosted Licensed Software Service to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Hosted Licensed SoftwareSoftware Service. If none of these options is reasonably available to ContractorFTI, then the Agreement this Software License or relevant part hereof may be terminated at the option of either Party party hereto and Contractor FTI shall refund to City all amounts paid under this Agreement Software License for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Hosted Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implementService. Contractor FTI shall have no liability for any claim of Infringement based on City’s use or combination of the Hosted Licensed Software Service with products or data of the type for which the Hosted Licensed Software Service was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party party hereto and Contractor shall refund to City all amounts paid under this Agreement Attachment for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise, only if Contractor accepts the defense and hold harmless requirements without reservation, and provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability, or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement, only if Contractor accepts the defense and hold harmless requirements without reservation, and provided, however, that Contractor shall not agree to any injunctive relief or settlement that obligates the City to perform any obligation, make an admission of guilt, fault or culpability, or incur any expense, without City’s prior written consent, which shall not be unreasonably withheld or delayed. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.,

Infringement Indemnification. If a. Seller shall indemnify Buyer by (i) defending any claim and any lawsuit brought against Buyer alleging that any Seller-branded product (“Seller Product”), as originally delivered by Seller to Buyer under these T&Cs, directly infringes a US patent in existence as of the date of delivery of such Seller Product to Buyer ("Infringement Claim"), so long as Seller is promptly notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in by Buyer as to any such action or the cost of settling such actionclaim, provided that Contractor shall have is given sole authority and control of the defense, and is provided by Xxxxx all requested information and assistance for resolving or defending the Infringement Claim, and by (ii) paying all damages finally awarded against Buyer by a court of competent jurisdiction to the extent based upon the Infringement Claim. For non-Seller-branded products, including any third party software, Seller’s obligations for intellectual property infringement claims shall be limited to any indemnities or defense of any commitments provided by such action and all negotiations or its settlement or compromisethird party supplier. If notified promptly a Seller Product is subject to an Infringement Claim or, if in writing of Seller’s judgment may become subject to an Infringement Claim, Seller’s obligations under this section shall be fulfilled if at any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringementxxxx Xxxxxx, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have in its sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expensediscretion: (ax) procure obtains a license for City the right Buyer to continue to use or to sell the Licensed Software Seller Product; (y) replaces or modifies the Seller Product so as contemplated hereunderto be substantially functionally equivalent but non-infringing; or (z) refunds the purchase price paid to Seller by Buyer for such Product less a reasonable charge for straight line depreciation and/or prior use. Seller shall have no liability to Buyer for any alleged or actual infringement in connection with Xxxxx’s ordering, use or transfer of Seller Products after Seller’s notice to Buyer to cease use or transfer of such Products. b. Seller shall have no liability to Buyer under these T&Cs (i) for any damages based upon a per-use royalty or Buyer’s revenues, or upon any damages theory other than a reasonable royalty applied to, or lost profits of the patent owner based on, the purchase price paid by Buyer to Seller for the infringing Seller Product; or (ii) for any alleged or actual infringement arising out of (a) use of Seller Products in connection or in combination with equipment or software not provided by Seller, (b) replace the Licensed Software use of Seller Products in a manner for which they were not designed, (c) any modification of Seller Products by anyone other than Seller, (d) compliance with a non-infringingBuyer's designs, functionally equivalent substitute Licensed Softwarespecifications, guidelines or instructions, or (ce) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareProduct in a patented process. If none of these options is reasonably available to Contractor, then the Agreement may Seller shall not be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability responsible for any claim of Infringement based on Citycompromise or settlement made by Buyer without Seller’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedprior written, and express consent. c. THIS SECTION PROVIDES BUYER’S SOLE AND EXCLUSIVE REMEDIES AND SELLER’S ENTIRE LIABILITY IN THE EVENT OF AN INFRINGEMENT CLAIM. IN ADDITION, THE RIGHTS AND REMEDIES PROVIDED IN THIS SECTION ARE FURTHER SUBJECT TO AND LIMITED BY THE RESTRICTIONS SET FORTH IN THE GENERAL LIMITATION OF LIABILITY SECTION OF THESE T&CS. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS OF BUYER IN CONNECTION WITH ANY CLAIMS, LOSSES, 7.

Infringement Indemnification. If notified promptly in writing Contractor shall indemnify, defend and hold harmless the District, its Board, officers, employees and agents, for any losses, claims, damages, awards, penalties, or injuries incurred (hereafter “Claims”), including but not limited to Claims of reasonable attorney's fees, which arise from any judicial action brought against City based on Claim by any third party of an allegation that City’s use alleged infringement of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a patent right, trade secret secret, trade name, trademark, service xxxx, or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expensearising out of the use of the Software Application by the District in accordance with the terms of this Agreement. Contractor will pay This indemnity shall survive the costs and damages awarded in any such action or the cost termination of settling such action, provided that this Agreement. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION. Contractor shall have the right to investigate, defend and settle any such claim against the District and the District will reasonably cooperate with Contractor at Contractor’s expense. Indemnity Conditions. Contractor’s defense and indemnification obligations under this Section 11 (“Warranty and Indemnification”) are conditioned upon the following: (i) District providing Contractor with prompt written notice of any claim for which indemnification is sought, provided however that no delay on the part of the District shall relieve Contractor from any obligation hereunder; (ii) Contractor having sole control of the defense and settlement of such claim, provided, however, that Contractor will not consent to the entry of any such action judgment or enter into any settlement with respect to the claim without the prior written consent of District (which consent will not be unreasonably withheld) except where the judgment or proposed settlement involves only the payment of money damages by Contractor, does not impose any obligation upon District, and all negotiations or its settlement or compromise. If notified promptly in writing Contractor obtains the full and complete release of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor District; District shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use have any suit or proceeding monitored by counsel of District’s choice and at its expense; and (iii) District’s reasonable cooperation with Contractor in the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version defense and settlement of the Licensed Softwareclaim, at Contractor's expense. If none The provisions of these options is reasonably available to Contractor, then this Section shall survive the Agreement may be terminated at the option termination or expiration of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be usedAgreement.

Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and Services infringes a patent, copyright, or any right of a third third-party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software SaaS Application and/or Services constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software SaaS Application and Services by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software SaaS Application and Services is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software SaaS Application and Services as contemplated hereunder, (b) replace the Licensed Software SaaS Application and Services with a non-infringing, functionally equivalent substitute Licensed SoftwareSaaS Application and Services, or (c) suitably modify the Licensed Software SaaS Application and Services to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed SoftwareSaaS Application and Services. If none of these options is reasonably available to Contractor, then the Agreement applicable Authorization Document or relevant part of such Authorization Document may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement Attachment for the license of such infringing Licensed SoftwareSaaS Application and/or Services. Any unauthorized modification or attempted modification of the Licensed Software SaaS Application and Services by City or any failure by City to implement any improvements or updates to the Licensed SoftwareSaaS Application and Services, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software SaaS Application and Services with products or data of the type for which the Licensed Software SaaS Application and Services was neither designed nor intended to be used.