Common use of Intellectual Property Infringement Clause in Contracts

Intellectual Property Infringement. Ruckus agrees to defend Licensee and pay any damages finally awarded or, at its option settle and pay any settlement agreed to by Ruckus, with respect to any claim made or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use of the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, (i) provide Licensee with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringing, (ii) obtain the right for Licensee to continue using the Software, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the current version of the Software, if the infringement would be avoided by use of the current version, (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (c) any alleged patent infringement related to the implementation of a standard; (d) any modification of the Software by any party other than Ruckus, (e) any open source code contained within the Software, (f) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth above. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.

Intellectual Property Infringement. Ruckus McKesson agrees to defend Licensee or settle at McKesson’s own expense any action or other proceeding asserted against Customer alleging that any Software or Documentation infringes any U.S. copyright, trademark, patent or trade secret of a third-party, provided McKesson is given prompt written notice of, and pay full and complete authority, information and assistance (at McKesson’s sole cost and expense) in the defense of, such claim, suit or proceeding. McKesson shall not be responsible for the cost of any damages finally awarded settlement of any such claim, suit or proceeding made without the written consent of McKesson. In addition, and at the sole option and expense of McKesson, McKesson may, at any time after any such claim has been asserted, and shall, in the event any Software is held to constitute an infringement, either procure for Customer the right to continue using that Software, or replace or modify that Software so that it becomes non-infringing, provided that such replacement or modified Software has the same functional characteristics as the infringing Software, or, if the prior two remedies are commercially impractical in McKesson’s LICENSE AGREEMENT FOR HORIZON HOMECARETM SOFTWARE AND PURCHASE OF RELATED PRODUCTS AND SERVICES PROPRIETARY AND CONFIDENTIAL TO MCKESSON INFORMATION SOLUTIONS LLC Addus HealthCare, Inc. Customer No: TBD Contract No C0608555 March 24, 2006 reasonable opinion, then McKesson may take possession of the affected Software and terminate Customer’s rights and McKesson’s obligations under this Agreement in respect of such Software, and upon any such termination refund to Customer a portion of the fees paid for that Software based upon a seven (7) year straight-line depreciation, with depreciation deemed to have commenced on the corresponding Live Date, as well as all Implementation Services fees paid by Customer for the affected Software and a pro-rated portion of any pre-paid but unused Software Maintenance services fees for the affected Software, if any. Customer may engage its own counsel, at its option settle and pay own expense, to advise Customer in connection with any settlement agreed such claim, suit or proceeding. McKesson shall not be liable to by Ruckus, with respect to Customer under the terms of this Paragraph or otherwise if any infringement or claim made or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use of the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice is based upon the use of such claim to Ruckusany Software in violation of this Agreement, or (b) grants Ruckus is based upon the sole right to control and defend such claim, and (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, (i) provide Licensee with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringing, (ii) obtain the right for Licensee to continue using the Software, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the current version of the Software, if the infringement would be avoided by use of the current version, (b) use of the any Software in combination with any materials not provided software other than programs licensed by Ruckus, if the McKesson to Customer for such use (and such infringement would be avoided by use of the Software without not have occurred but for such combination), or (c) any alleged patent infringement related to the implementation of arises solely from a standard; (d) any modification of the Software by any party other than Ruckus, (e) any open source code contained within the Software, (f) damages based on the value of product, services or business methods not provided by or customization performed by RuckusMcKesson for Customer based upon Customer’s ideas, designs, or specifications (g) any use of the and such infringement would not have occurred but for such customization). The foregoing provisions state McKesson’s sole and exclusive obligations and Customer’s sole and exclusive remedies with respect to Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth above. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSand Documentation infringement.

Intellectual Property Infringement. Ruckus agrees Subject to 28 U.S.C. § 516, subject to the remainder of this Section 8, Hortonworks shall, at its own expense (a) defend Licensee Customer, Customer’s Affiliates, and pay their respective directors, officers, employees, and agents (“Customer Indemnitees”) against any third party claim, suit, or action brought against any of the Customer Indemnitees alleging that any Work Product or Hortonworks Retained Property set forth as a deliverable in the applicable Documentation or SOW and delivered to Customer in connection with Services provided under this Agreement, or any part thereof, infringe such third party’s United States patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United States (each an “Infringement Claim”), and (b) indemnify each of the Customer Indemnitees from the resulting costs and damages finally awarded or, at its option settle and pay any settlement against such Customer Indemnitees to the third party making such claim by a court of competent jurisdiction or agreed to by Ruckus, in settlement with respect regard to any claim made such Infringement Claim. Notwithstanding any other terms or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use conditions of this Agreement, Hortonworks shall have no liability or obligations under this Section 8.2 if the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, alleged infringement is based on (i) provide Licensee combination of the Work Product or Hortonworks Retained Property with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringingnon-Hortonworks products, (ii) obtain use of the right Work Product or Hortonworks Retained Property for Licensee to continue a purpose or in a manner for which it was not designed or beyond its reasonably intended use, (iii) use of any older version of the Work Product or Hortonworks Retained Property when use of a newer version provided by Hortonworks would have avoided the infringement, (iv) any modification or alteration of the Work Product or Hortonworks Retained Property by a party other than Hortonworks or without Hortonworks written and express direction, (v) Hortonworks’ compliance with any materials, designs, specifications or instructions provided by Customer, (vi) Customer using the SoftwareWork Product or Hortonworks Retained Property after Hortonworks notifies Customer to discontinue use due to an infringement claim, or (iiivii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the current version of the Software, if the infringement would be avoided by use of the current version, (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (c) any alleged patent infringement related to the implementation of a standard; (d) any modification of the Software by any party other than Ruckus, (e) any open source code contained within the Software, (f) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth abovesoftware. THIS PARAGRAPH REPRESENTS THE SECTION 8.2 STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND HORTONWORKS’ ENTIRE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSCLAIMS.

Intellectual Property Infringement. Ruckus agrees If a third party asserts a claim against any of the Companies or their respective officers, directors, employees, affiliates, agents and any transferees and assigns permitted hereunder (collectively, the “Company Indemnified Parties”), Vendor shall defend the Company Indemnified Parties and hold them harmless from and against and shall indemnify the Company Indemnified Parties from and against any and all Losses, and any and all outside attorney’s fees and litigation costs and expenses incurred by any of the Company Indemnified Parties at any time that Vendor is not Nortel Networks and Cricket Communications Proprietary and Confidential Information defending such claim pursuant to defend Licensee and pay any damages finally awarded orthis Section 13.1, at its option settle and pay that a court, arbitrator in binding arbitration or other tribunal awards or are included in any settlement agreed of that claim pursuant to by Ruckusthis Section 13.1, with respect to based on or arising from claims that the Vendor Products, the Services or any claim made Vendor components thereof infringe, misappropriate or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use of the unaltered Software infringes or misappropriates violate any patent, copyright trademark, copyright, trade secret or trademark other intellectual property right of such entityany third party which is enforceable in the United States (collectively, “Intellectual Property Rights”), provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides RuckusCompany Indemnified Parties involved shall cooperate, at RuckusVendor’s expense, in all reasonable respects with all information Vendor and assistance reasonably requested by Ruckus its attorneys in the investigation, trial and defense of such claimlawsuit or action and any appeal arising therefrom. In the event of such If a claim for Losses is to be made by a party entitled to indemnification hereunder against Vendor, the party claiming such indemnification shall give written notice (a “Claim Notice”) to Vendor as soon as reasonably practicable after the party entitled to indemnification becomes aware of any fact, condition or threatened claimevent which may give rise to Losses for which indemnification may be sought under this Agreement, Ruckus mayprovided, at its optionhowever, no delay on the part of any Company Indemnified Parties in notifying Vendor shall relieve Vendor from any obligation hereunder unless (i) provide Licensee with revised Software that is substantially equivalent and then solely to the accused Software in functionality in material respects but extent) Vendor is noninfringing, (ii) obtain the right for Licensee to continue using the Software, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year periodthereby materially prejudiced. Notwithstanding the foregoing, Ruckus the Company Indemnified Parties may, at their own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if Vendor assumes the defense of such lawsuit, action or investigation and any appeals and continues to pursue the defense of such lawsuit, action or investigation to conclusion and fulfills all of Vendor’s obligations in this Section 13, Vendor shall have no obligation sole control over the defense and settlement negotiations thereof (subject to the provisions of this Section 13) and while Vendor is defending such lawsuit, action or liability investigation Vendor shall not be liable for any settlements entered into or expenses/costs incurred by any Company without Vendor’s prior written approval. The parties shall cooperate with respect each other in any notifications to insurers. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to Vendor as promptly as reasonably practicable (aand in any event within fifteen (15) use of other than calendar days after the current version service of the Softwarecitation or summons). Vendor shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the infringement would same, at Vendor’s cost, risk and expense, and (iii) to compromise or settle such Claim, which compromise or settlement may be avoided by use made without the written consent of the current versionCompany Indemnified Parties if such compromise or settlement (A) includes an unconditional release of any claims against the Company Indemnified Parties, but may be subject to the options set forth in Section 13.2, (bB) use contains no admission of wrongdoing by any Company Indemnified Party, and (C) does not require the payment of any monies by any Company Indemnified Party. Any other compromise or settlement shall require the written consent of the Software in combination with any materials Company Indemnified Parties involved (which may not provided by Ruckus, if be unreasonably withheld). If Vendor fails to so assume the infringement would be avoided by use defense of a filed lawsuit or enforcement action related to such Claim within fifteen (15) calendar days after receipt of the Software without such combinationNotice, (c) any alleged patent infringement or assumes such defense but thereafter abandons such defense, the Company Indemnified Parties against which such filed lawsuit or enforcement action related to such Claim has been asserted will (upon delivering notice to such effect to Vendor) have the implementation right to undertake , at Vendor’s cost and expense, the defense, compromise or settlement of a standard; (d) such Claim on behalf of and for the Nortel Networks and Cricket Communications Proprietary and Confidential Information account and risk of Vendor. In the event any modification Company Indemnified Parties assume the defense of the Software by any party other than RuckusClaim due to the Vendor’s failure to so assume the defense of such claim within fifteen (15) calendar days, (e) any open source code contained within the Software, (f) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (g) any use such Company Indemnified Parties will keep Vendor reasonably informed of the Software outside progress of any such defense, compromise or settlement. Vendor shall be liable for any settlement or compromise of any action effected pursuant to and in accordance with this Agreement and for any final judgment (subject to any right of appeal), and Vendor agrees to indemnify and hold harmless the scope Company Indemnified Parties from and against any Losses by reason of the license such settlement or (h) any use of the Software after Ruckus has terminated the license as set forth above. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSjudgment.

Intellectual Property Infringement. Ruckus agrees Subject to the remainder of this Section 8, Hortonworks shall, at its own expense (a) defend Licensee Customer, Customer’s Affiliates, and pay their respective directors, officers, employees, and agents (“Customer Indemnitees”) against any third party claim, suit, or action brought against any of the Customer Indemnitees alleging that any Work Product or Hortonworks Retained Property set forth as a deliverable in the applicable Documentation or SOW and delivered to Customer in connection with Services provided under this Agreement, or any part thereof, infringe such third party’s United States patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United States (each an “Infringement Claim”), and (b) indemnify each of the Customer Indemnitees from the resulting costs and damages finally awarded or, at its option settle and pay any settlement against such Customer Indemnitees to the third party making such claim by a court of competent jurisdiction or agreed to by Ruckus, in settlement with respect regard to any claim made such Infringement Claim. Notwithstanding any other terms or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use conditions of this Agreement, Hortonworks shall have no liability or obligations under this Section 8.2 if the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, alleged infringement is based on (i) provide Licensee combination of the Work Product or Hortonworks Retained Property with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringingnon-Hortonworks products, (ii) obtain use of the right Work Product or Hortonworks Retained Property for Licensee to continue using the Softwarea purpose or in a manner for which it was not designed or beyond its reasonably intended use, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the current any older version of the Software, if the infringement would be avoided by Work Product or Hortonworks Retained Property when use of a newer version provided by Hortonworks would have avoided the current versioninfringement, (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (c) any alleged patent infringement related to the implementation of a standard; (div) any modification or alteration of the Software Work Product or Hortonworks Retained Property by any a party other than RuckusHortonworks or without Hortonworks written and express direction, (ev) Hortonworks’ compliance with any open source code contained within the Softwarematerials, (f) damages based on the value of productdesigns, services specifications or business methods not instructions provided by or performed by Ruckus, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth above. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.Customer,

Intellectual Property Infringement. Ruckus agrees Subject to the remainder of this Section 8, Hortonworks shall, at its own expense (a) defend Licensee Customer, Customer’s Affiliates, and pay their respective directors, officers, employees, and agents (“Customer Indemnitees”) against any third party claim, suit, or action brought against any of the Customer Indemnitees alleging that any Work Product or Hortonworks Retained Property set forth as a deliverable in the applicable Order Form or SOW and delivered to Customer in connection with Services provided under this Agreement, or any part thereof, infringe such third party’s United States patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United States (each an “Infringement Claim”), and (b) indemnify each of the Customer Indemnitees from the resulting costs and damages finally awarded or, at its option settle and pay any settlement against such Customer Indemnitees to the third party making such claim by a court of competent jurisdiction or agreed to by Ruckus, in settlement with respect regard to any claim made such Infringement Claim. Notwithstanding any other terms or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use conditions of this Agreement, Hortonworks shall have no liability or obligations under this Section 8.2 if the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, alleged infringement is based on (i) provide Licensee combination of the Work Product or Hortonworks Retained Property with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringingnon-­‐Hortonworks products, (ii) obtain use of the right Work Product or Hortonworks Retained Property for Licensee to continue using the Softwarea purpose or in a manner for which it was not designed or beyond its reasonably intended use, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the current any older version of the Software, if the infringement would be avoided by Work Product or Hortonworks Retained Property when use of a newer version provided by Hortonworks would have avoided the current versioninfringement, (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (c) any alleged patent infringement related to the implementation of a standard; (div) any modification or alteration of the Software Work Product or Hortonworks Retained Property by any a party other than RuckusHortonworks or without Hortonworks written and express direction, (ev) Hortonworks’ compliance with any open source code contained within the Softwarematerials, (f) damages based on the value of productdesigns, services specifications or business methods not instructions provided by or performed by Ruckus, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth above. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.Customer,

Intellectual Property Infringement. Ruckus agrees Subject to the remainder of this Section 8, Hortonworks shall, at its own expense (a) defend Licensee Customer against any third party claim, suit, or action brought against Customer alleging that any Work Product or Hortonworks Retained Property set forth as a deliverable in the applicable Order Form or SOW and pay delivered to Customer in connection with Services provided under this Agreement, or any part thereof, infringe such third party’s United “tates patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United “tates (each an “Infringement Claim”), and (b) indemnify Customer from the resulting costs and damages finally awarded or, at its option settle and pay any settlement against Customer to the third party making such claim by a court of competent jurisdiction or agreed to by Ruckus, in settlement with respect regard to any claim made such Infringement Claim. Notwithstanding any other terms or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use conditions of this Agreement, Hortonworks shall have no liability or obligations under this Section 8.2 if the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, alleged infringement is based on (i) provide Licensee combination of the Work Product or Hortonworks Retained Property with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringingnon-Hortonworks products, (ii) obtain use of the right Work Product or Hortonworks Retained Property for Licensee to continue a purpose or in a manner for which it was not designed or beyond its reasonably intended use, (iii) use of any older version of the Work Product or Hortonworks Retained Property when use of a newer version provided by Hortonworks would have avoided the infringement, (iv) any modification or alteration of the Work Product or Hortonworks Retained Property by a party other than Hortonworks or without Hortonworks written and express direction, (v) Hortonworks’ compliance with any materials, designs, specifications or instructions provided by Customer, (vi) Customer using the SoftwareWork Product or Hortonworks Retained Property after Hortonworks notifies Customer to discontinue use due to an infringement claim, or (iiivii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the current version of the Software, if the infringement would be avoided by use of the current version, (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (c) any alleged patent infringement related to the implementation of a standard; (d) any modification of the Software by any party other than Ruckus, (e) any open source code contained within the Software, (f) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth abovesoftware. THIS PARAGRAPH REPRESENTS THE SOLE SECTION 8.2 “XXXX“ CU“TOMER’“ “OLE AND EXCLUSIVE EXCLU“IVE REMEDY AND HORTONWORK“’ ENTIRE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSCLAIMS.

Intellectual Property Infringement. Ruckus agrees Subject to the remainder of this Section 7, SaltStack shall, at its own expense (a) defend Licensee Customer, Customer’s Affiliates, and pay their respective directors, officers, employees, and agents (“Customer Indemnitees”) against any third party claim, suit, or action brought against any of the Customer Indemnitees alleging that any Work Product or SaltStack Retained Property set forth as a deliverable in the applicable Sales Order or SOW and delivered to Customer in connection with Services provided under this Agreement, or any part thereof, infringe such third party’s United States patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United States (each an “Infringement Claim”), and (b) indemnify each of the Customer Indemnitees from the resulting costs and damages finally awarded or, at its option settle and pay any settlement against such Customer Indemnitees to the third party making such claim by a court of competent jurisdiction or agreed to by Ruckus, in settlement with respect regard to any claim made such Infringement Claim. Notwithstanding any other terms or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use conditions of this Agreement, SaltStack shall have no liability or obligations under this Section 7.2 if the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, alleged infringement is based on (i) provide Licensee combination of the Work Product or SaltStack Retained Property with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringingnon-­‐SaltStack products, (ii) obtain use of the right Work Product or SaltStack Retained Property for Licensee to continue a purpose or in a manner for which it was not designed or beyond its reasonably intended use, (iii) use of any older version of the Work Product or SaltStack Retained Property when use of a newer version provided by SaltStack would have avoided the infringement, (iv) any modification or alteration of the Work Product or SaltStack Retained Property by a party other than SaltStack or without SaltStack written and express direction, (v) SaltStack’s compliance with any materials, designs, specifications or instructions provided by Customer, (vi) Customer using the SoftwareWork Product or SaltStack Retained Property after SaltStack notifies Customer to discontinue use due to an infringement claim, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the current version of the Software, if the infringement would be avoided by use of the current version, (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (cvii) any alleged patent infringement related to the implementation of a standard; (d) any modification of the Software by any third party products, services, hardware, software or other than Ruckus, (e) any open source code contained within the Software, (f) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth abovematerials. THIS PARAGRAPH REPRESENTS THE SECTION 7.2 STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SALTSTACK’S ENTIRE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSCLAIMS.

Intellectual Property Infringement. Ruckus agrees Subject to the remainder of this Section 8, Hortonworks shall, at its own expense (a) defend Licensee Customer, Customer’s Affiliates, and pay their respective directors, officers, employees, and agents (“Customer Indemnitees”) against any third party claim, suit, or action brought against any of the Customer Indemnitees alleging that any Work Product or Hortonworks Retained Property set forth as a deliverable in the applicable Documentation or SOW and delivered to Customer in connection with Services provided under this Agreement, or any part thereof, infringe such third party’s United States patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United States (each an “Infringement Claim”), and (b) indemnify each of the Customer Indemnitees from the resulting costs and damages finally awarded or, at its option settle and pay any settlement against such Customer Indemnitees to the third party making such claim by a court of competent jurisdiction or agreed to by Ruckus, in settlement with respect regard to any claim made such Infringement Claim. Notwithstanding any other terms or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use conditions of this Agreement, Hortonworks shall have no liability or obligations under this Section 8.2 if the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, alleged infringement is based on (i) provide Licensee combination of the Work Product or Hortonworks Retained Property with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringingnon-­‐Hortonworks products, (ii) obtain use of the right Work Product or Hortonworks Retained Property for Licensee to continue using the Softwarea purpose or in a manner for which it was not designed or beyond its reasonably intended use, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the current any older version of the Software, if the infringement would be avoided by Work Product or Hortonworks Retained Property when use of a newer version provided by Hortonworks would have avoided the current versioninfringement, (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (c) any alleged patent infringement related to the implementation of a standard; (div) any modification or alteration of the Software Work Product or Hortonworks Retained Property by any a party other than RuckusHortonworks or without Hortonworks written and express direction, (ev) Hortonworks’ compliance with any open source code contained within the Softwarematerials, (f) damages based on the value of productdesigns, services specifications or business methods not instructions provided by or performed by Ruckus, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth above. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.Customer,

Intellectual Property Infringement. Ruckus agrees Subject to the remainder of this Section 8, Hortonworks shall, at its own expense (a) defend Licensee Customer, Customer’s Affiliates, and pay their respective directors, officers, employees, and agents (“Customer Indemnitees”) against any third party claim, suit, or action brought against any of the Customer Indemnitees alleging that any Work Product or Hortonworks Retained Property set forth as a deliverable in the applicable Order Form or SOW and delivered to Customer in connection with Services provided under this Agreement, or any part thereof, infringe such third party’s United States patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United States (each an “Infringement Claim”), and (b) indemnify each of the Customer Indemnitees from the resulting costs and damages finally awarded or, at its option settle and pay any settlement against such Customer Indemnitees to the third party making such claim by a court of competent jurisdiction or agreed to by Ruckus, in settlement with respect regard to any claim made such Infringement Claim. Notwithstanding any other terms or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use conditions of this Agreement, Hortonworks shall have no liability or obligations under this Section 8.2 if the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, alleged infringement is based on (i) provide Licensee combination of the Work Product or Hortonworks Retained Property with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringingnon-Hortonworks products, (ii) obtain use of the right Work Product or Hortonworks Retained Property for Licensee to continue using the Softwarea purpose or in a manner for which it was not designed or beyond its reasonably intended use, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the current any older version of the Software, if the infringement would be avoided by Work Product or Hortonworks Retained Property when use of a newer version provided by Hortonworks would have avoided the current versioninfringement, (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (c) any alleged patent infringement related to the implementation of a standard; (div) any modification or alteration of the Software Work Product or Hortonworks Retained Property by any a party other than RuckusHortonworks or without Hortonworks written and express direction, (ev) Hortonworks’ compliance with any open source code contained within the Softwarematerials, (f) damages based on the value of productdesigns, services specifications or business methods not instructions provided by or performed by Ruckus, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth above. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.Customer,

Intellectual Property Infringement. Ruckus agrees to defend Licensee and pay any damages finally awarded or, at its option settle and pay any settlement agreed to by Ruckus, with respect to any claim made or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use Except as disclosed in Sections 2.18(g)(i)-(iv) of the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its optionSeller Disclosure Schedule, (i) provide Licensee with revised Software that is substantially equivalent OpenTV's and its Subsidiaries' activities, products and services as presently conducted do not, and to the accused Software knowledge of the Seller Parties such activities, products and services as contemplated to be conducted in functionality the future will not, infringe upon or otherwise violate, any of the patent rights of the Seller Parties, or to the knowledge of the Seller Parties any Intellectual Property rights of any other Person, or to the knowledge of the Seller Parties any Intellectual Property rights of the Seller Parties, except in material respects but is noninfringing, circumstances where OpenTV and/or its Subsidiaries are fully indemnified for such infringement; (ii) obtain the right for Licensee to continue using the Software(x) there are no material claims or suits pending, no material notice provided, or to the Seller Parties' knowledge there are no material legal proceedings or material claims threatened, alleging that OpenTV or any of its Subsidiaries or any of their respective activities, products or services infringe upon or constitute the unauthorized use of any other Person's Intellectual Property, or challenging OpenTV's or any of its Subsidiaries' ownership of, right to use, or the validity or enforceability or effectiveness of any license of or relating to any Intellectual Property and (y) as of the date of this Agreement, there are no non-material claims or suits pending, no non-material notice provided, or to the Seller Parties' knowledge there are no non-material legal proceedings or non-material claims threatened, alleging that OpenTV or any of its Subsidiaries or any of their respective activities, products or services infringe upon or constitute the unauthorized use of any other Person's Intellectual Property, or challenging OpenTV's or any of its Subsidiaries' ownership of, right to use, or the validity or enforceability or effectiveness of any license of or relating to any Intellectual Property; (iii) terminate this agreement upon 30 days’ notice and refund none of OpenTV or any license fees previously paid for the Software that is the subject of its Subsidiaries has filed a claim on a pro-rata basis over a five against, provided notice to or taken any other action against any Person claiming the infringement, violation, or unauthorized use by any Person of any Intellectual Property of OpenTV or any of its Subsidiaries or licensed to OpenTV or any of its Subsidiaries; and (5iv) year period. Notwithstanding the foregoingexecution and delivery of this Agreement by the Seller Parties does not, Ruckus shall and the consummation of the transactions contemplated by this Agreement will not, result in the loss of OpenTV's or its Subsidiary's rights in any Intellectual Property including but not limited to those rights flowing from the Sun Sublicense and Thomson Agreements, defined herein and, immediately upon Closing the Selling Parties will have no obligation or liability with respect to (a) use of other than the current version of the Software, if the infringement would be avoided by use of the current version, (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (c) any alleged patent infringement related rights to the implementation Intellectual Property of a standard; (d) any modification of the Software by any party other than Ruckus, (e) any open source code contained within the Software, (f) damages based on the value of product, services OpenTV or business methods not provided by or performed by Ruckus, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth above. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSits Subsidiaries.

Intellectual Property Infringement. Ruckus agrees Subject to the remainder of this Section 7, SaltStack shall, at its own expense (a) defend Licensee Customer, Customer’s Affiliates, and pay their respective directors, officers, employees, and agents (“Customer Indemnitees”) against any third party claim, suit, or action brought against any of the Customer Indemnitees alleging that any Work Product or SaltStack Retained Property set forth as a deliverable in the applicable Sales Order or SOW and delivered to Customer in connection with Services provided under this Agreement, or any part thereof, when used as contemplated by the applicable Sales Order and/or SOW, infringe such third party’s United States patent, trademark, or copyright, or misappropriate such third party’s trade secrets under the laws of the United States (each an “Infringement Claim”), and (b) indemnify each of the Customer Indemnitees from the resulting costs and damages finally awarded or, at its option settle and pay any settlement against such Customer Indemnitees to the third party making such claim by a court of competent jurisdiction or agreed to by Ruckus, in settlement with respect regard to any claim made such Infringement Claim. Notwithstanding any other terms or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use conditions of this Agreement, SaltStack shall have no liability or obligations under this Section 7.2 if the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, alleged infringement is based on (i) provide Licensee combination of the Work Product or SaltStack Retained Property with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringingnon-SaltStack products, (ii) obtain use of the right Work Product or SaltStack Retained Property for Licensee to continue a purpose or in a manner for which it was not designed or beyond its reasonably intended use, (iii) use of any older version of the Work Product or SaltStack Retained Property when use of a newer version provided by SaltStack would have avoided the infringement, (iv) any modification or alteration of the Work Product or SaltStack Retained Property by a party other than SaltStack or without SaltStack written and express direction, (v) SaltStack’s compliance with any materials, designs, specifications or instructions provided by Customer, (vi) Customer using the SoftwareWork Product or SaltStack Retained Property after SaltStack notifies Customer to discontinue use due to an infringement claim, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the current version of the Software, if the infringement would be avoided by use of the current version, (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (cvii) any alleged patent infringement related to the implementation of a standard; (d) any modification of the Software by any third party products, services, hardware, software or other than Ruckus, (e) any open source code contained within the Software, (f) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth abovematerials. THIS PARAGRAPH REPRESENTS THE SECTION 7.2 STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SALTSTACK’S ENTIRE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTSCLAIMS.