Common use of INTELLECTUAL PROPERTY RIGHTS INDEMNITY Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. SILVERSANDS shall indemnify THE CLIENT and keep THE CLIENT and its employees and agents indemnified from and against the costs and expenses of defending any Claim and discharging any settlement or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT as a result of any Claim. For the purposes of this Clause 6.2 a ‘Claim’ shall mean any claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the relevant Schedule (A) infringe or allegedly infringe the intellectual property rights of that party except to the extent that the Claim arises from (i) the use of the Deliverables other than as intended for the purposes of the Project, including combination of the Deliverables with a software or hardware product, programme or data not supplied by SILVERSANDS, (ii) any adaptation or modification of any Deliverables not undertaken by XXXXXXXXXXX, provided that THE CLIENT: ▪ Upon becoming aware of any infringement or allegations of infringement promptly notifies SILVERSANDS of the same; ▪ Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ Supplies all assistance and co-operation that SILVERSANDS may reasonably require. The CLIENT shall allow SILVERSANDS to conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claims. Where there is any Claim of infringement or alleged infringement as referred to in this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, SILVERSANDS shall, at its own expense, following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the benefit of the CLIENT the right to continue to use the items as referred to in Clause 6.2; or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the items and can be adopted practically by the CLIENT without significant disruption to their business. If neither of the foregoing alternatives is or would be available on a basis that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove the infringing items (or relevant part thereof).

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. SILVERSANDS shall o 8.1 Proofpoint will (i) defend and indemnify THE CLIENT End User against any suit or proceeding by a third party to the extent based on a rightful claim that the applicable Service(s) in the form created and keep THE CLIENT provided by Proofpoint and its employees sold to End User pursuant to this Agreement (the"Indemnified Product(s)") directly infringes any valid U.S. patent or U.S. copyright, or misappropriates any valid trade secret enforceable under the laws of the United States or a jurisdiction thereof, and agents indemnified from and against the costs and expenses of defending (ii) pay any Claim and discharging any settlement damages finally awarded in such suit or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT proceeding as a result of such claim (or pay any Claimsettlement of such claim), provided that End User will promptly notify Proofpoint in writing of the third party claim, suit or proceeding (in any event, within thirty (30) days after End User becomes aware or reasonably should have been aware of such claim); authorizes and allows Proofpoint to have sole control of the defense and/or settlement of the claim; and provides any information, assistance and other cooperation reasonably requested by Proofpoint in connection with the claim, suit or proceeding. For In the purposes event of a claim relating to an Indemnified Product, Proofpoint will, at its sole option and expense: (a) procure for End User the right to use the Indemnified Products under the terms of this Clause 6.2 a ‘ClaimAgreement; (b) replace or modify the Indemnified Products to be (or to make it more likely to be) non-infringing; or (c) if the foregoing options are not reasonably practicable, then Proofpoint may terminate End User’s rights to use Indemnified Products and refund all amounts paid by End User to Proofpoint attributable to End Users’ future usage or access to the Indemnified Products hereunder. Proofpoint shall mean have no liability for, and the aforementioned Proofpoint obligations shall not apply to any claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the relevant Schedule based on or relating to (A) infringe or allegedly infringe the intellectual property rights of that party except to the extent that the Claim arises from (i1) the use of the Deliverables Indemnified Products in combination with any other product, service or device, if such infringement claim would have been avoided by the use of the Indemnified Products without such other product, service or device; (2) any modification or adaptation to the Indemnified Products; (3) use of an Indemnified Products other than as intended expressly authorized pursuant to this Agreement; (4) use of the Indemnified Products by End User after Proofpoint has made available to End User a modified version or replacement for the purposes Indemnified Products or has provided notice to End User that a claim of infringement has been or may be made with respect to the ProjectIndemnified Product; or (5) specifications, including combination instructions, features, functions or designs or other elements provided by or requested by End User. The foregoing is the sole and exclusive remedy of End User and the Deliverables entire liability of Proofpoint with a software or hardware product, programme or data not supplied by SILVERSANDS, (ii) any adaptation or modification of any Deliverables not undertaken by XXXXXXXXXXX, provided that THE CLIENT: ▪ Upon becoming aware of respect to any infringement or allegations claim of infringement promptly notifies SILVERSANDS of the same; ▪ Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ Supplies all assistance and co-operation that SILVERSANDS may reasonably require. The CLIENT shall allow SILVERSANDS to conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claims. Where there is any Claim of infringement or alleged infringement as referred to in this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, SILVERSANDS shall, at its own expense, following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the benefit of the CLIENT the right to continue to use the items as referred to in Clause 6.2; or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the items and can be adopted practically by the CLIENT without significant disruption to their business. If neither of the foregoing alternatives is or would be available on a basis that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove the infringing items (or relevant part thereof)third party intellectual property right.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. SILVERSANDS 8.1 If notified promptly in writing of any action brought against ADSX based on a claim that the Licensed Materials infringe any valid United States patent, copyright, trademark or trade secret of a third party, MCY shall indemnify THE CLIENT indemnify, defend and keep THE CLIENT hold harmless ADSX and its officers, directors and employees against such action at MCY's expense and agents indemnified from pay all damages finally awarded in such action or settlement and against any expenses (including reasonable attorneys' fees) which are attributable to such claim. MCY shall have sole control of the costs defense of any such action and expenses of defending any Claim and discharging any all negotiations for its settlement or judgement (whether determined by court of competent jurisdiction compromise. ADSX shall cooperate reasonably with MCY in the defense, settlement or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT as a result compromise of any Claimsuch action. For Such cooperation shall be at MCY's expense. In the purposes event that a final injunction is obtained against ADSX's use of this Clause 6.2 the Licensed Materials, or if MCY reasonably believes that ADSX's use of the Licensed Materials could be so enjoined, or if in MCY's opinion any of the Licensed Materials is likely to become the subject of a ‘Claim’ shall mean any successful claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the relevant Schedule (A) infringe or allegedly infringe the intellectual property rights of that party except to the extent that the Claim arises from such infringement, MCY shall, at its expense, (i) procure for ADSX the use of right to continue using the Deliverables other than Licensed Materials as intended for the purposes of the Project, including combination of the Deliverables with a software or hardware product, programme or data not supplied by SILVERSANDSprovided in this Agreement, (ii) any adaptation replace or modification of any Deliverables not undertaken by XXXXXXXXXXX, provided that THE CLIENT: ▪ Upon becoming aware of any infringement or allegations of infringement promptly notifies SILVERSANDS of modify the same; ▪ Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ Supplies all assistance and co-operation that SILVERSANDS may reasonably require. The CLIENT shall allow SILVERSANDS to conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claims. Where there is any Claim of infringement or alleged infringement as referred to in this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Licensed Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, SILVERSANDS shall, at its own expense, following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the benefit of the CLIENT the right to continue to use the items as referred to in Clause 6.2; or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect they become non-infringing (so long as the functionality of the items and can be adopted practically by Licensed Materials is essentially unchanged) or, in the CLIENT without significant disruption to their business. If event neither of the foregoing alternatives is or would previous two options can be available effected by MCY, (iii) terminate this Agreement with respect to the applicable portion of the Licensed Materials and the rights granted hereunder, and refund to ADSX a reasonable amount on a basis account of that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove portion of the infringing items (or relevant part thereof)License Fee paid to MCY for the applicable portion of the Licensed Materials. This Section states MCY's entire liability and ADSX's exclusive remedy for infringement.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. SILVERSANDS shall indemnify THE CLIENT and keep THE CLIENT and its employees and agents indemnified from and against the costs and expenses of defending any Claim and discharging any settlement or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT as a result of any Claim. For the purposes of this Clause 6.2 a ‘Claim’ shall mean any claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the relevant Schedule (A) infringe or allegedly infringe the intellectual property rights of that party except to the extent that the Claim arises from (i) the use of the Deliverables other than as intended for the purposes of the Project, including combination of the Deliverables with a software or hardware product, programme or data not supplied by SILVERSANDS, (ii) any adaptation or modification of any Deliverables not undertaken by XXXXXXXXXXX, provided that THE CLIENT: ▪ • Upon becoming aware of any infringement or allegations of infringement promptly notifies SILVERSANDS of the same; ▪ • Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ • Supplies all assistance and co-operation that SILVERSANDS may reasonably require. The CLIENT shall allow SILVERSANDS to conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claims. Where there is any Claim of infringement or alleged infringement as referred to in this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, SILVERSANDS shall, at its own expense, following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the benefit of the CLIENT the right to continue to use the items as referred to in Clause 6.2; or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the items and can be adopted practically by the CLIENT without significant disruption to their business. If neither of the foregoing alternatives is or would be available on a basis that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove the infringing items (or relevant part thereof).

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. SILVERSANDS This Section 7 sets forth BroadVision's sole and exclusive liability to Customer and Customer's sole and exclusive rights against BroadVision, with respect to any claim relating to any alleged or actual infringement or misappropriation by BroadVision of any third party intellectual property right. BroadVision will defend any action against Customer claiming that the Software constitutes infringement of a duly issued patent existing or issued prior to the initial delivery date of the applicable Software, copyright, trademark, or trade secret. BroadVision shall indemnify THE CLIENT and keep THE CLIENT and its employees and agents indemnified from and against the costs and expenses of defending Customer for any Claim and discharging any settlement or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or expense incurred by THE CLIENT as a result Customer in connection with the foregoing. BroadVision's obligations under this section are conditioned upon BroadVision having sole control of any Claimsuch action, and upon Customer notifying BroadVision immediately in writing of the claim and giving authority, information, and assistance necessary to settle or defend such claim. For If the purposes use of this Clause 6.2 a ‘Claim’ shall mean any claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the relevant Schedule (A) Software infringes or is enjoined, or BroadVision believes it is likely to infringe or allegedly infringe be enjoined, BroadVision may, at its sole option, (i) procure for Customer the intellectual property rights right to continue use of the licensed Software as furnished; (ii) replace the licensed Software; (iii) modify the licensed Software to make it non-infringing, provided that party except the Software still substantially conforms to the extent applicable specifications; or (iv) if BroadVision, after using all commercially reasonable efforts, is unable to accomplish the foregoing remedies, terminate the license and refund the license fee for the Software, less a proportional adjustment for the time the Software was used by Customer, equal to the ratio of the time elapsed since the delivery date to five (5) years. The indemnity provided herein shall not apply if the alleged infringement arises from: (a) the use of other than a currently supported, unaltered release of the licensed Software; (b) the use of Software that the Claim arises from has been modified or merged with other programs by Customer; or (ic) the use of the Deliverables other than as intended for the purposes of the Project, including licensed Software in combination of the Deliverables with a software or hardware product, programme not provided under this Agreement (other than software and hardware described in BroadVision's specifications or data not supplied documentation for the Software as capable of being used with the Software or as otherwise agreed in writing by SILVERSANDS, (ii) any adaptation or modification of any Deliverables not undertaken by XXXXXXXXXXX, provided that THE CLIENT: ▪ Upon becoming aware of any infringement or allegations of infringement promptly notifies SILVERSANDS of the same; ▪ Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ Supplies all assistance and co-operation that SILVERSANDS may reasonably requireBroadVision). The CLIENT shall allow SILVERSANDS to conduct the defence of the claim foregoing states BroadVision's sole and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ exclusive liability for patent, copyright, or other proprietary rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claims. Where there is any Claim of infringement or alleged infringement as referred to in this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, SILVERSANDS shall, at its own expense, following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the benefit of the CLIENT the right to continue to use the items as referred to in Clause 6.2; or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the items and can be adopted practically by the CLIENT without significant disruption to their business. If neither of the foregoing alternatives is or would be available on a basis that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove the infringing items (or relevant part thereof)infringement.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. SILVERSANDS shall o 8.1 Proofpoint will (i) defend and indemnify THE CLIENT End User against any suit or proceeding by a third party to the extent based on a rightful claim that the applicable Service(s) in the form created and keep THE CLIENT provided by Proofpoint and its employees sold to End User pursuant to this Agreement (the "Indemnified Product(s)") directly infringes any valid U.S. patent or U.S. copyright, or misappropriates any valid trade secret enforceable under the laws of the United States or a jurisdiction thereof, and agents indemnified from and against the costs and expenses of defending (ii) pay any Claim and discharging any settlement damages finally awarded in such suit or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT proceeding as a result of such claim (or pay any Claimsettlement of such claim), provided that End User will promptly notify Proofpoint in writing of the third party claim, suit or proceeding (in any event, within thirty (30) days after End User becomes aware or reasonably should have been aware of such claim); authorizes and allows Proofpoint to have sole control of the defense and/or settlement of the claim; and provides any information, assistance and other cooperation reasonably requested by Proofpoint in connection with the claim, suit or proceeding. For In the purposes event of a claim relating to an Indemnified Product, Proofpoint will, at its sole option and expense: (a) procure for End User the right to use the Indemnified Products under the terms of this Clause 6.2 a ‘ClaimAgreement; (b) replace or modify the Indemnified Products to be (or to make it more likely to be) non-infringing; or (c) if the foregoing options are not reasonably practicable, then Proofpoint may terminate End User’s rights to use Indemnified Products and refund all amounts paid by End User to Proofpoint attributable to End Users’ future usage or access to the Indemnified Products hereunder. Proofpoint shall mean have no liability for, and the aforementioned Proofpoint obligations shall not apply to any claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the relevant Schedule based on or relating to (A) infringe or allegedly infringe the intellectual property rights of that party except to the extent that the Claim arises from (i1) the use of the Deliverables Indemnified Products in combination with any other product, service or device, if such infringement claim would have been avoided by the use of the Indemnified Products without such other product, service or device; (2) any modification or adaptation to the Indemnified Products; (3) use of an Indemnified Products other than as intended expressly authorized pursuant to this Agreement; (4) use of the Indemnified Products by End User after Proofpoint has made available to End User a modified version or replacement for the purposes Indemnified Products or has provided notice to End User that a claim of infringement has been or may be made with respect to the ProjectIndemnified Product; or (5) specifications, including combination instructions, features, functions or designs or other elements provided by or requested by End User. The foregoing is the sole and exclusive remedy of End User and the Deliverables entire liability of Proofpoint with a software or hardware product, programme or data not supplied by SILVERSANDS, (ii) any adaptation or modification of any Deliverables not undertaken by XXXXXXXXXXX, provided that THE CLIENT: ▪ Upon becoming aware of respect to any infringement or allegations claim of infringement promptly notifies SILVERSANDS of the same; ▪ Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ Supplies all assistance and co-operation that SILVERSANDS may reasonably require. The CLIENT shall allow SILVERSANDS to conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claims. Where there is any Claim of infringement or alleged infringement as referred to in this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, SILVERSANDS shall, at its own expense, following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the benefit of the CLIENT the right to continue to use the items as referred to in Clause 6.2; or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the items and can be adopted practically by the CLIENT without significant disruption to their business. If neither of the foregoing alternatives is or would be available on a basis that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove the infringing items (or relevant part thereof)third party intellectual property right.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. SILVERSANDS 8.1 If notified promptly in writing of any action brought against MCY based on a claim that the Licensed Materials infringe any valid United States patent, copyright, trademark or trade secret of a third party, ADS shall indemnify THE CLIENT indemnify, defend and keep THE CLIENT hold harmless MCY and its officers, directors and employees against such action at ADS's expense and agents indemnified from pay all damages finally awarded in such action or settlement and against any expenses (including reasonable attorneys' fees) which are attributable to such claim. ADS shall have sole control of the costs defense of any such action and expenses of defending any Claim and discharging any all negotiations for its settlement or judgement (whether determined by court of competent jurisdiction compromise. MCY shall cooperate reasonably with ADS in the defense, settlement or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT as a result compromise of any Claimsuch action. For Such cooperation shall be at ADS's expense. In the purposes event that a final injunction is obtained against MCY's use of this Clause 6.2 the Licensed Materials, or if ADS reasonably believes that MCY's use of the Licensed Materials could be so enjoined, or if in ADS's opinion any of the Licensed Materials is likely to become the subject of a ‘Claim’ shall mean any successful claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the relevant Schedule (A) infringe or allegedly infringe the intellectual property rights of that party except to the extent that the Claim arises from such infringement, ADS shall, at its expense, (i) procure for MCY the use of right to continue using the Deliverables other than Licensed Materials as intended for the purposes of the Project, including combination of the Deliverables with a software or hardware product, programme or data not supplied by SILVERSANDSprovided in this Agreement, (ii) any adaptation replace or modification of any Deliverables not undertaken by XXXXXXXXXXX, provided that THE CLIENT: ▪ Upon becoming aware of any infringement or allegations of infringement promptly notifies SILVERSANDS of modify the same; ▪ Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ Supplies all assistance and co-operation that SILVERSANDS may reasonably require. The CLIENT shall allow SILVERSANDS to conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claims. Where there is any Claim of infringement or alleged infringement as referred to in this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Licensed Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, SILVERSANDS shall, at its own expense, following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the benefit of the CLIENT the right to continue to use the items as referred to in Clause 6.2; or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect they become non-infringing (so long as the functionality of the items and can be adopted practically by Licensed Materials is essentially unchanged) or, in the CLIENT without significant disruption to their business. If event neither of the foregoing alternatives is or would previous two options can be available effected by ADS, (iii) terminate this Agreement with respect to the applicable portion of the Licensed Materials and the rights granted hereunder, and refund to MCY a reasonable amount on a basis account of that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove portion of the infringing items (or relevant part thereof)License Fee paid to ADS for the applicable portion of the Licensed Materials. This Section states ADS's entire liability and MCY's exclusive remedy for infringement.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. SILVERSANDS shall 8.1 Proofpoint will (i) defend and indemnify THE CLIENT End User against any suit or proceeding by a third party to the extent based on a rightful claim that the applicable Service(s) in the form created and keep THE CLIENT provided by Proofpoint and its employees sold to End User pursuant to this Agreement (the “Indemnified Product(s)”) directly infringes any valid U.S. patent or U.S. copyright, or misappropriates any valid trade secret enforceable under the laws of the United States or a jurisdiction thereof, and agents indemnified from and against the costs and expenses of defending (ii) pay any Claim and discharging any settlement damages finally awarded in such suit or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT proceeding as a result of such claim (or pay any Claimsettlement of such claim), provided that End User will promptly notify Proofpoint in writing of the third party claim, suit or proceeding (in any event, within thirty (30) days after End User becomes aware or reasonably should have been aware of such claim); authorizes and allows Proofpoint to have sole control of the defense and/or settlement of the claim; and provides any information, assistance and other cooperation reasonably requested by Proofpoint in connection with the claim, suit or proceeding. For In the purposes event of a claim relating to an Indemnified Product, Proofpoint will, at its sole option and expense: (a) procure for End User the right to use the Indemnified Products under the terms of this Clause 6.2 a ‘ClaimAgreement; (b) replace or modify the Indemnified Products to be (or to make it more likely to be) non- infringing; or (c) if the foregoing options are not reasonably practicable, then Proofpoint may terminate End User’s rights to use Indemnified Products and refund all amounts paid by End User to Proofpoint attributable to End Users’ future usage or access to the Indemnified Products hereunder. Proofpoint shall mean have no liability for, and the aforementioned Proofpoint obligations shall not apply to any claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the relevant Schedule based on or relating to (A) infringe or allegedly infringe the intellectual property rights of that party except to the extent that the Claim arises from (i1) the use of the Deliverables Indemnified Products in combination with any other product, service or device, if such infringement claim would have been avoided by the use of the Indemnified Products without such other product, service or device; (2) any modification or adaptation to the Indemnified Products; (3) use of an Indemnified Products other than as intended expressly authorized pursuant to this Agreement; (4) use of the Indemnified Products by End User after Proofpoint has made available to End User a modified version or replacement for the purposes Indemnified Products or has provided notice to End User that a claim of infringement has been or may be made with respect to the ProjectIndemnified Product; or (5) specifications, including combination instructions, features, functions or designs or other elements provided by or requested by End User. The foregoing is the sole and exclusive remedy of End User and the Deliverables entire liability of Proofpoint with a software or hardware product, programme or data not supplied by SILVERSANDS, (ii) any adaptation or modification of any Deliverables not undertaken by XXXXXXXXXXX, provided that THE CLIENT: ▪ Upon becoming aware of respect to any infringement or allegations claim of infringement promptly notifies SILVERSANDS of the same; ▪ Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ Supplies all assistance and co-operation that SILVERSANDS may reasonably require. The CLIENT shall allow SILVERSANDS to conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claims. Where there is any Claim of infringement or alleged infringement as referred to in this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, SILVERSANDS shall, at its own expense, following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the benefit of the CLIENT the right to continue to use the items as referred to in Clause 6.2; or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the items and can be adopted practically by the CLIENT without significant disruption to their business. If neither of the foregoing alternatives is or would be available on a basis that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove the infringing items (or relevant part thereof)third party intellectual property right.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. SILVERSANDS shall o 8.1 Proofpoint will (i) defend and indemnify THE CLIENT End User against any suit or proceeding by a third party to the extent based on a rightful claim that the applicable Service(s) in the form created and keep THE CLIENT provided by Proofpoint and its employees sold to End User pursuant to this Agreement (the"Indemnified Product(s)") directly infringes any valid U.S. patent or U.S. copyright, or misappropriates any valid trade secret enforceable under the laws of the United States or a jurisdiction thereof, and agents indemnified from and against the costs and expenses of defending (ii) pay any Claim and discharging any settlement damages finally awarded in such suit or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT proceeding as a result of such claim (or pay any Claimsettlement of such claim), provided that End User will promptly notify Proofpoint in writing of the third party claim, suit or proceeding (in any event, within thirty (30) days after End User becomes aware or reasonably should have been aware of such claim); authorizes and allows Proofpoint to have sole control of the defense and/or settlement of the claim; and provides any information, assistance and other cooperation reasonably requested by Xxxxxxxxxx in connection with the claim, suit or proceeding. For In the purposes event of a claim relating to an Indemnified Product, Proofpoint will, at its sole option and expense: (a) procure for End User the right to use the Indemnified Products under the terms of this Clause 6.2 a ‘ClaimAgreement; (b) replace or modify the Indemnified Products to be (or to make it more likely to be) non-infringing; or (c) if the foregoing options are not reasonably practicable, then Proofpoint may terminate End User’s rights to use Indemnified Products and refund all amounts paid by End User to Proofpoint attributable to End Users’ future usage or access to the Indemnified Products hereunder. Proofpoint shall mean have no liability for, and the aforementioned Proofpoint obligations shall not apply to any claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the relevant Schedule based on or relating to (A) infringe or allegedly infringe the intellectual property rights of that party except to the extent that the Claim arises from (i1) the use of the Deliverables Indemnified Products in combination with any other product, service or device, if such infringement claim would have been avoided by the use of the Indemnified Products without such other product, service or device; (2) any modification or adaptation to the Indemnified Products; (3) use of an Indemnified Products other than as intended expressly authorized pursuant to this Agreement; (4) use of the Indemnified Products by End User after Proofpoint has made available to End User a modified version or replacement for the purposes Indemnified Products or has provided notice to End User that a claim of infringement has been or may be made with respect to the ProjectIndemnified Product; or (5) specifications, including combination instructions, features, functions or designs or other elements provided by or requested by End User. The foregoing is the sole and exclusive remedy of End User and the Deliverables entire liability of Proofpoint with a software or hardware product, programme or data not supplied by SILVERSANDS, (ii) any adaptation or modification of any Deliverables not undertaken by XXXXXXXXXXX, provided that THE CLIENT: ▪ Upon becoming aware of respect to any infringement or allegations claim of infringement promptly notifies SILVERSANDS of the same; ▪ Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ Supplies all assistance and co-operation that SILVERSANDS may reasonably require. The CLIENT shall allow SILVERSANDS to conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claims. Where there is any Claim of infringement or alleged infringement as referred to in this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, SILVERSANDS shall, at its own expense, following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the benefit of the CLIENT the right to continue to use the items as referred to in Clause 6.2; or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the items and can be adopted practically by the CLIENT without significant disruption to their business. If neither of the foregoing alternatives is or would be available on a basis that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove the infringing items (or relevant part thereof)third party intellectual property right.

INTELLECTUAL PROPERTY RIGHTS INDEMNITY. SILVERSANDS shall indemnify THE CLIENT and keep THE CLIENT and its employees and agents indemnified from and against the costs and expenses of defending any Claim and discharging any settlement or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT as a result of any Claim. For the purposes of this Clause 6.2 a ‘Claim’ shall mean any claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the relevant Schedule (A) infringe or allegedly infringe the intellectual property rights of that party except to the extent that the Claim arises from (i) the use of the Deliverables other than as intended for the purposes of the Project, including combination of the Deliverables with a software or hardware product, programme or data not supplied by SILVERSANDS, (ii) any adaptation or modification of any Deliverables not undertaken by XXXXXXXXXXXSILVERSANDS, provided that THE CLIENT: ▪ Upon becoming aware of any infringement or allegations of infringement promptly notifies SILVERSANDS of the same; ▪ Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ Supplies all assistance and co-operation that SILVERSANDS may reasonably require. The CLIENT shall allow SILVERSANDS to conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claims. Where there is any Claim of infringement or alleged infringement as referred to in this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, SILVERSANDS shall, at its own expense, following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the benefit of the CLIENT the right to continue to use the items as referred to in Clause 6.2; or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the items and can be adopted practically by the CLIENT without significant disruption to their business. If neither of the foregoing alternatives is or would be available on a basis that SILVERSANDS finds commercially reasonable or practically acceptable, SILVERSANDS will remove the infringing items (or relevant part thereof).