Common use of INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject to the provisions set forth herein, Licensor shall, at its own expense, defend any suit brought against Licensee insofar as such suit is based upon a claim that the Development or Run-Time Software in the form as delivered by Licensor hereunder and not modified in any way by Licensee, alone and not in combination with any other product, directly infringes any third party United States patent, copyright, trade secret or other intellectual property right (“third party IP Rights”) when used in accordance with the terms of this Agreement, provided ******* - Material has been omitted and filed separately with the Commission. however that Licensor is notified promptly in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensor’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewith. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price of the Development or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage of the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consent. In the event that the use of Development or Run-Time Software is held to constitute an infringement, or in Licensor’s opinion such claim is likely to succeed, Licensor shall, at its option and at its expense, either obtain for Licensee the right to continue using the Development Software or Run-Time Software, substitute other software with equivalent functional capabilities, modify the Development Software or Run-Time Software so that it is no longer infringing while retaining equivalent functions or terminate this Agreement and refund the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case the applicable provisions of Sections 7.3 and 7.4 shall apply correspondingly.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject Licensor will indemnify, defend, and hold harmless Licensee, and their respective officers, employees, and agents from and against all Liabilities, arising out of claims that the Software infringes upon or violates any patent, copyright, trade secret, trademark, service xxxx, or other intellectual property right (collectively "Intellectual Property Rights") of any third party. Licensee will give Licensor reasonable notice upon learning of any such claims and will reasonably assist Licensor in the defense and settlement of such claims, provided that Licensor reimburses Licensee for any costs, expenses, and other fees reasonably incurred by Licensee in providing such assistance. Licensor shall have sole control of the defense and settlement of such claims; provided that Licensor shall only settle any claims or actions in which Licensee is named as a party with Licensee's reasonable consent. Licensee shall, at its option, have the right to participate in the provisions set forth hereindefense of such claims with counsel of its choosing at its own expense. If the Software is or will become the subject of a claim of infringement or violation of the Intellectual Property Rights of a third party, in addition to Licensor’s indemnity obligations hereunder, Licensor shall, at its own sole expense, defend any suit brought against Licensee insofar as such suit is based upon a claim that the Development or Run-Time Software in the form as delivered by Licensor hereunder and not modified in any way by Licensee, alone and not in combination with any other product, directly infringes any third party United States patent, copyright, trade secret or other intellectual property right : (“third party IP Rights”i) when used in accordance with the terms of this Agreement, provided ******* - Material has been omitted and filed separately with the Commission. however that Licensor is notified promptly in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensor’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewith. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price of the Development or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage of the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consent. In the event that the use of Development or Run-Time Software is held to constitute an infringement, or in Licensor’s opinion such claim is likely to succeed, Licensor shall, at its option and at its expense, either obtain procure for Licensee the right to continue using the Development Software Software; or Run-Time Software, substitute other software with equivalent functional capabilities, (ii) replace or modify the Development Software or Run-Time Software so that it no infringement or other violation of Intellectual Property Rights occurs, provided that Licensee reasonably determines that the replaced or modified Software will operate in all material respects in conformity with its Specifications and the use and performance of the Software is no longer infringing while retaining equivalent functions or terminate not impaired thereby. Licensor's obligations under this Agreement and refund will continue with respect to the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case replaced or modified Software as if it were the applicable provisions of Sections 7.3 and 7.4 shall apply correspondinglyoriginal Software.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject to the provisions set forth herein, Licensor shall, at its own expense, defend any suit brought against Licensee insofar as such suit is based upon a claim that the Development or Run-Time Software in the form as delivered by Licensor hereunder and not modified in any way by Licensee, alone and not in combination with any other product, directly infringes any third party United States patent, copyright, trade secret or other intellectual property right (“third party IP Rights”) when used in accordance with the terms of this Agreement, provided ******* - Material has been omitted and filed separately with the Commission. however that Licensor is notified promptly in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensor’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewith. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price of the Development or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage of the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consent. In the event that the use of Development or Run-Time Software is held to constitute an infringement, or in Licensor’s opinion such claim is likely to succeed, Licensor shall, at its option and at its expense, either obtain for Licensee the right to continue using the Development Software or Run-Time Software, substitute other software with equivalent functional capabilities, modify the Development Software or Run-Time Software so that it is no longer infringing while retaining equivalent functions or terminate this Agreement and refund the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case the applicable provisions of Sections 7.3 and 7.4 shall apply correspondingly.. Except as provided above, Licensor shall have no liability to Licensee, Third Parties and/or End-Users in the event infringement of any third party IP Rights arises from components of a Designated Application which are not derived directly from the Development Software or Run-Time Software, operating of the Designated Application, but which are introduced into the Designated Application by Licensee, or use of the Development or Run-Time Software for purposes for which these were not intended, or which result from compliance with Licensee’s designs, specifications or instructions, or from modification of the Development Software by Licensee. The foregoing states the entire liability of Licensor in connection with infringement of third party IPR by the Development Software and/or Run-Time Software supplied by Licensor hereunder and except as stated in this clause, Licensor shall not be liable for any loss or damage of any kind whatsoever, including any incidental, indirect, special or consequential damages, loss of (prospective) profits and turnover, suffered or incurred by Licensee, Third Parties and/or End-Users in respect of or in connection with the infringement of any third party IP Rights. Notwithstanding anything to the contrary elsewhere in this Agreement, purchase or acquisition of any Development Software or Run-Time Software under this Agreement DOES NOT convey an implied license under any patent right that may be asserted by Licensor to use or operate the Development Software or Run-Time Software in conjunction with other software, hardware or systems that may be used with speech/voice recognition-type applications. In particular, Licensor and/ or respectively its Affiliates has one or more patents that cover the use and/or operation of speech recognition technology, as embodied in such Development Software or Run-Time Software, in conjunction with, or coupled to, other software, hardware or telecommunication systems for which no patent license is granted herein. LIABILITY LIMITATION ON LIABILITY: EXCEPT FOR BREACH OF ARTICLE 10, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF OR DAMAGE TO REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT OR RESULTING FROM THE FURNISHING, PERFORMANCE, OR USE OR LOSS OF USE OF ANY DEVELOPMENT SOFTWARE, RUN-TIME SOFTWARE OR OTHER MATERIALS DELIVERED TO LICENSEE HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CAUSE. EXCEPT FOR A BREACH OF SECTION 2.1 AND ARTICLE 10, IN NO EVENT SHALL LICENSEE BE LIABLE FOR ANY LOSS OF OR DAMAGE TO REVENUES, PROFITS OR GOODWILL OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM ITS PERFORMANCE OR FAILURE TO PERFORM PURSUANT TO THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF BUSINESS, WHETHER RESULTING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CAUSE. MAXIMUM LIABILITY: LICENSOR’S TOTAL LIABILITY TO LICENSEE FROM ANY AND ALL CAUSES SHALL BE LIMITED TO THE TOTAL AMOUNT OF ALL LICENSEE PAYMENTS ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT LICENSOR IS NOTIFIED IN WRITING BY LICENSEE OF A CLAIM UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL LICENSOR PAYMENTS BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THE LIMIT. ANY CLAIM FOR DAMAGE UNDER THIS AGREEMENT SHALL BE PRESENTED TO THE LICENSOR AS SOON AS POSSIBLE AFTER OCCURRENCE OF ANY OF SUCH EVENT, ULTIMATELY WITHIN ONE (1) YEAR AFTER THE OCCURRENCE, WHEREAS ALL REASONABLE EFFORTS SHALL BE MADE TO MITIGATE SUCH DAMAGE. CONFIDENTIAL INFORMATION

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject to the provisions set forth herein, Licensor shall, at its own expense, defend any suit brought against Licensee insofar as such suit is based upon a claim that the Development or Run-Time Software in the form as delivered by Licensor hereunder and not modified in any way by Licensee, alone and not in combination with any other product, directly infringes any third party United States patent, copyright, trade secret or other intellectual property right (“third party IP Rights”) when used in accordance with the terms of this Agreement, provided ******* - Material has been omitted and filed separately with the Commission. however that Licensor is notified promptly in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensor’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewith. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price of the Development or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage of the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consent. In the event that the use of Development or Run-Time Software is held to constitute an infringement, or in Licensor’s opinion such claim is likely to succeed, Licensor shall, at its option and at its expense, either obtain for Licensee the right to continue using the Development Software or Run-Time Software, substitute other software with equivalent functional capabilities, modify the Development Software or Run-Time Software so that it is no longer infringing while retaining equivalent functions or terminate this Agreement and refund the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case the applicable provisions of Sections 7.3 and 7.4 shall apply correspondingly.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject (A.) Purchaser reserves the right in its sole discretion, to the provisions set forth hereinreturn at Vendor's cost and expense and for full credit, Licensor shall, at its own expense, defend any suit brought against Licensee insofar as such suit is based upon goods and cancel any Purchase Order for which a claim has arisen alleging that the Development goods or Run-Time Software in the form as delivered by Licensor hereunder and not modified in marketing of the goods infringe upon any way by Licenseepatent, alone and not in combination with any other productdesign, directly infringes any third party United States patenttrade dress, trade name, trademark, copyright, trade secret right of privacy or other any tangible or intangible personal proprietary or property rights. Vendor agrees that upon request, Vendor will defend, and in any event indemnify Purchaser and its affiliates, and hold them harmless from any and all liability claims, suits, actions, losses or expense, including legal fees, relating to or arising by virtue of any such infringement claim now existing or hereafter asserted with respect to any or all goods covered by a Purchase Order. For any materials that Vendor provides to Purchaser for marketing Vendor's goods or otherwise advertising Vendor's business, Vendor warrants that it has obtained sufficient rights and necessary releases thereto, such as rights of publicity, likeness, reproduction, distribution, public performance, and/or public display, and Vendor hereby grants Purchaser the unconditional right to use such materials for any such marketing and in any form of media, including but not limited to catalogs, circulars, magazines, signage, internet, television, radio, and/or in-store displays and audiovisual presentations. (B.) Recognition of Purchaser’s intellectual property right (“third party IP Rights”) when used in accordance with the terms – Vendor recognizes Purchaser’s exclusive ownership of all intellectual property rights of Purchaser and its affiliates relating to all goods and/or services subject to this Agreement. Vendor agrees that it shall not attack the title, provided ******* - Material has been omitted validity or any rights whatsoever of Purchaser and filed separately with the Commissionits affiliates in and to Purchaser’s intellectual property, or do anything either by an act or omission which might impair, violate or infringe same. however that Licensor is notified promptly Vendor shall not, directly or indirectly, obtain or attempt to obtain, any right, title or interest by registration, patent, copyright or otherwise, in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensorto Purchaser’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewithintellectual property. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price All uses of the Development Purchaser’s intellectual property by or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage on behalf of Vendor shall inure to the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consentbenefit of Purchaser. In the event that the use of Development Purchaser cancels or Run-Time Software is held to constitute an infringementrejects any goods and/or services hereunder, or in Licensor’s opinion such claim is likely to succeedthe event Vendor produces goods and/or services in excess of the Purchase Order herein, Licensor Vendor shall, at prior to selling or distributing such goods or services to any third party or e-commerce site, remove and obliterate any tags, labels, hangtags, materials or information on packaging or other displays of any kind which in any way identify Purchaser or its option affiliates, or which use any intellectual property of Purchaser or its affiliates, including any and at all trademarks, service marks, business names, domain names, trade dress, copyrights, design patents, or other Intellectual Property of Purchaser or its expense, either obtain for Licensee the right to continue using the Development Software or Run-Time Software, substitute other software with equivalent functional capabilities, modify the Development Software or Run-Time Software so that it is no longer infringing while retaining equivalent functions or terminate this Agreement and refund the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case the applicable provisions of Sections 7.3 and 7.4 shall apply correspondinglyaffiliates.