Common use of Mutual Indemnity Clause in Contracts

Mutual Indemnity. Each party (the “Provider”) will defend the other party (the “Recipient”) against any Claim made or brought against the Recipient by a third party alleging that any information, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice of the Claim; (b) gives the Provider sole control of the defense and settlement of the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and (c) gives the Provider all reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim to the extent that (i) it arises from specifications or other Material provided by the other party, or (ii) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section below.

Mutual Indemnity. Each party (the “Provider”) will defend the other party (the “Recipient”) against any Claim made or brought against the Recipient by a third party alleging that any information, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys attorneys’ fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a court-approved settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice of the Claim; (b) gives the Provider sole control of the defense and settlement of the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and (c) gives the Provider all reasonable assistance, at the Provider’s costsole cost and expense. The Provider will have no liability for any such Claim to the extent that (i) it arises from specifications or other Material provided by the other partyRecipient, or (ii) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe infringes or misappropriatemisappropriates, (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section below.

Mutual Indemnity. Each party (the “Provider”) will defend the other party (the “Recipient”) against any Claim made or brought against the Recipient by a third party alleging that any information, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice of the Claim; (b) gives the Provider sole control of the defense and settlement of the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and (c) gives the Provider all reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim to the extent that (i) it arises from specifications or other Material provided by the other party, or (ii) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW SOW, Work Order, or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section below.

Mutual Indemnity. Each party (the an “ProviderIndemnitor”) will defend hereby agrees, at its own expense, to defend, indemnify, and hold harmless the other party and its employees, directors, officers, volunteers, affiliates, and agents (the “RecipientIndemnified Parties”) from and against any damages awarded to (or agreed upon in a settlement with) a third party in any third-party allegation, claim, action, litigation, suit, arbitration, or other proceeding (each, an “Action”) against any Claim made Indemnified Parties to the extent such damages were directly caused by: (i) Indemnitor’s violation of Laws or brought against regulations; (ii) Indemnitor’s gross negligence or intentional misconduct; or (iii) Indemnitor’s breach of this Agreement. Conditions of Indemnity. The Indemnification obligations set forth above are conditioned on the Recipient by a third party alleging that any information, design, specification, instruction, software, data or material furnished by Indemnified Party providing the Provider hereunder Indemnitor: (“Material”i) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a settlement approved in writing by Provider of, prompt notice of any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice of the ClaimAction for which indemnity is sought; (bii) gives the Provider sole control of over the defense and settlement of the Claim (except such Action; provided that the Provider may Indemnitor will not settle the Action in any Claim unless it unconditionally releases way that adversely affects the Recipient rights of all liability)the Indemnified Party without the Indemnified Party’s prior written consent; and (ciii) gives the Provider all reasonable assistanceassistance in the defense of such Action, at the ProviderIndemnitor’s costreasonable expense. The Provider will have no liability for any such Claim to the extent that Limitation of Liabilities. IN NO EVENT WILL MOD BE LIABLE IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, FOR ANY: (ia) it arises from specifications or other Material provided by the other partyINDIRECT, or CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (iib) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to the RecipientLOSS OF GOODWILL OR REPUTATION; (c) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY AND ANY THIRD PARTY CLAIMS BASED ON LOSS OF DATA, SECURITY BREACH, OR INFRINGEMENT; IN EACH CASE REGARDLESS OF WHETHER RECIPIENT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the RecipientIN NO EVENT WILL MOD’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID TO MOD UNDER THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section belowHOUSEKEEPING.

Mutual Indemnity. Each party (Subject to the “Provider”) will defend the other party (the “Recipient”) against any Claim made or brought against the Recipient by a third party alleging that any informationterms and conditions of this Article VI, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice ADT hereby agrees to indemnify, defend and hold Ultrak and Ultrak's officers, directors, and affiliates harmless from and against all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, attorneys' fees and expenses (collectively, "Damages"), asserted against or incurred by them by reason of the Claim; (b) gives the Provider sole control of the defense and settlement of the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and (c) gives the Provider all reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim to the extent that or resulting from (i) it arises from specifications any breach by ADT of any representation, warranty, or other Material provided by covenant contained herein or in any agreement executed pursuant hereto (including but not limited to the other party, obligations under Section 4.01 hereof) or (ii) such claim is based the failure of DVD to pay or perform any of its liabilities or obligations under Section 4.02 hereof or arising on or after the Recipient’s use Effective Date and (b) Ultrak hereby agrees to indemnify, defend and hold ADT and ADT's officers, directors, and affiliates harmless from and against all Damages asserted against or incurred by them by reason of a superseded or altered version resulting from (i) any breach by Ultrak of Material if infringement any representation, warranty, or misappropriation would have been avoided by the use covenant contained herein or in any agreement executed pursuant hereto or (ii) any liability or obligation of a subsequent DVD or unaltered version VVI for any act or activity of the Material DVD or VVI that was provided occurred prior to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost Effective Date to the Recipient (A) modify or replace end that ADT shall be in the Material so same position vis a vis DVD and VVI as if it is no longer claimed had purchased the assets of DVD and VVI; provided, however, that, notwithstanding anything to infringe or misappropriate, (B) obtain a license for the Recipient’s continued use of the Material contrary in accordance with this Agreement, Ultrak shall have no liability or (C) require return responsibility under this Section 6.01 or under any other provision of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW this Agreement for any matter covered by Sections 4.01 or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section below4.02 hereof.

Mutual Indemnity. Each party (in such case, the “Provider”"INDEMNIFYING PARTY") will defend at all times defend, indemnify and hold harmless the other party (in such case, the “Recipient”"INDEMNIFIED PARTY") and the Indemnified Party's officers, directors, shareholders, employees, accountants, attorneys, agents, successors and assigns from and against any Claim made or brought against the Recipient by a and all third party alleging that claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to the Indemnifying Party's breach of any informationexpress representations and warranties set forth in Section 10 of this Agreement. In addition, design(i) NetZero shall indemnify LookSmart, specificationits officers, instructiondirectors, softwareshareholders, data employees, accountants, attorneys, agents, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or material furnished related to the operation, provision or maintenance of the NetZero ISP Service, the ISP Software, the AdVantage Window, or any other services offered by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rightsNetZero, and will (ii) LookSmart shall indemnify the Recipient NetZero, its officers, directors, shareholders, employees, accountants, attorneys, agents, successors and assigns from and against any and all thrid party claims, damages, attorneys liabilities, costs and expenses, including reasonable legal fees and costs finally awarded against expenses, arising out of or related to the Recipient operation, provision or maintenance of services offered by LookSmart on the Co-branded Site (other than services or products offered by NetZero). The Indemnified Party shall give the Indemnifying Party prompt written notice of any claim, action or demand for which indemnity is claimed. The Indemnifying Party shall have the right, but not the obligation, to control the defense and/or settlement of any claim in which it is named as a party and which arises as a result ofof its breach of any warranty, representation, covenant or for amounts paid agreement under this Agreement. The Indemnified Party shall have the right to participate in any defense of a claim by Recipient under a settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives Indemnifying Party with counsel of the Provider Indemnified Party's choice at its own expense. The foregoing indemnity is conditioned upon; prompt written notice by the Indemnified Party to the Indemnifying Party of the Claimany claim, action or demand for which indemnity is claimed; (b) gives the Provider sole complete control of the defense and settlement of thereof by the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability)Indemnifying Party; and (c) gives the Provider all such reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim to the extent that (i) it arises from specifications or other Material provided cooperation by the other party, or (ii) such claim is based on Indemnified Party in the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by defense as the use of a subsequent or unaltered version of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider Indemnifying Party may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section belowrequest.

Mutual Indemnity. Each party (the “Provider”) will defend the other party (the “Recipient”) against any Claim made or brought against the Recipient by a third third-party alleging that any information, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third third- party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a court-approved settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice of the Claim; (b) gives the Provider sole control of the defense and settlement of the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and (c) gives the Provider all reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim to the extent that (i) it arises from specifications or other Material provided by the other party, or (ii) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe infringes or misappropriatemisappropriates, (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section below.

Mutual Indemnity. Each party (the “ProviderIndemnitor”) will defend the other party (the “RecipientIndemnitee”) against any Claim claim, demand, suit or proceeding (“Claim”) made or brought against the Recipient Indemnitee by a third party (i) arising out of death, personal injury or damage to tangible property to the extent caused by Indemnitor’s personnel in its performance or receipt of, as applicable, the Professional Services, and (ii) alleging that any information, design, specification, instruction, software, data or material furnished by the Provider Indemnitor hereunder (“Material”) infringes or misappropriates such third party’s 's intellectual property rights, and will indemnify the Recipient Indemnitee from any damages, attorneys fees and costs finally awarded against the Recipient Indemnitee as a result of, or for amounts paid by Recipient Indemnitee under a settlement approved in writing by Provider Indemnitor of, any such Claim, provided that the RecipientIndemnitee: (a) promptly gives the Provider Indemnitor written notice of the Claim; (b) gives the Provider Indemnitor sole control of the defense and settlement of the Claim (except that the Provider Indemnitor may not settle any Claim unless it the settlement unconditionally releases the Recipient Indemnitee of all liability); and (c) gives the Provider Indemnitor all reasonable assistance, at the ProviderIndemnitor’s cost. The Provider Indemnitor will have no liability for any such Claim described in subsection (ii) above to the extent that (i1) it arises from specifications or other Material provided by the other party, or (ii2) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of modifications to the Material that was provided to the Recipientby anyone other than Indemnitor. In the event that some or all of the Material is held or is reasonably believed by the Provider Indemnitor to infringe or misappropriate, the Provider may Indemnitor may, in its discretion and at no cost to the Recipient Indemnitee, (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license for the RecipientIndemnitee’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the RecipientIndemnitee. If the Provider Indemnitor exercises option (C), either party may terminate the relevant SOW or Professional Services purchased under an Order Form upon 10 days’ written notice given within 30 days after the ProviderIndemnitor’s exercise of such option, subject to the “Payment Upon Termination” section below. The above defense and indemnification obligations do not apply to the extent a Claim arises from either party’s breach of this Agreement or the applicable SOW or Order Form.

Mutual Indemnity. Each party (the “Provider”) will defend the other party (the “Recipient”) against any Claim made or brought against the Recipient by a third party alleging that any information, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a court-approved settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice of the Claim; (b) gives the Provider sole control of the defense and settlement of the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and (c) gives the Provider all reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim to the extent that (i) it arises from specifications or other Material provided by the other party, or (ii) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe or misappropriatemisappropriate , (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section below.

Mutual Indemnity. Each party (the “Provider”) will defend the other party (the “Recipient”) against any Claim made or brought against the Recipient by a third party alleging that any information, design, specification, instruction, software, data or material furnished by the Provider hereunder in the course of providing or receiving Professional Services (the “Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice of the Claim; (b) gives the Provider sole control of the defense defence and settlement of the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and (c) gives the Provider all reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim to the extent that (i) it arises from specifications or other Material provided by the other party, or (ii) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license licence for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section below.

Mutual Indemnity. Each party (the “Provider”) will defend the other party (the “Recipient”) against any Claim made or brought against the Recipient by a third party alleging that any information, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a court­approved settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice of the Claim; Claim; (b) gives the Provider sole control of the defense and settlement of the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); liability); and (c) gives the Provider all reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim to the extent that (i) it arises from specifications or other Material provided by the other party, or (ii) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe infringes or misappropriatemisappropriates, (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section below.

Mutual Indemnity. Each party (the “Provider”"INDEMNIFYING PARTY") will defend indemnify and hold harmless the other party (the “Recipient”"INDEMNIFIED PARTY") and its directors, officers, employees, agents, successors and assigns from and against any Claim made and all liability, damages, losses, claims, demands, actions, judgments, costs, attorneys' fees, disbursements and expenses incurred in connection with any action, claim or brought demand against the Recipient by a third party alleging that any information, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice of the Claim; (b) gives the Provider sole control of the defense and settlement of the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and (c) gives the Provider all reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim to the extent that Indemnified Party (i) it arises based upon or arising from specifications an allegation that the making, having made, using, offering for sale or selling by the Indemnifying Party of an Other Future Drive developed pursuant to this Agreement which is not made, used, offered for sale or sold by the Indemnified Party infringes upon or misappropriates any patent, copyright, trade secret, or other Material provided by the other proprietary right of a third party, or (ii) such claim is based on the Recipient’s by reason of losses, injury to or death of any person or damage to or destruction of property arising out of or resulting from any sales or use of a superseded such Other Future Drive, or altered version of Material if infringement the negligent, reckless or misappropriation would have been avoided by the use of a subsequent willful acts or unaltered version omissions THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED of the Material that was provided Indemnifying Party, its employees, subcontractors or agents in the use, offer for sale or sale of such Other Future Drive. If an action, claim or demand is filed against the Indemnified Party for which the Indemnifying Party is to be responsible under this provision, the RecipientIndemnified Party will promptly notify the Indemnifying Party in writing of such action, claim or demand. In the event that some or all The Indemnifying Party will take control of the Material is held defense and investigation of such action, claim or is reasonably believed by demand and employ and engage attorneys of its own choice to handle and defend the Provider to infringe same at its sole cost, risk and expense and the Indemnified Party will thereafter cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such action, claim or misappropriatedemand and any appeal arising therefrom at the sole cost and expense of the Indemnifying Party. The Indemnified Party may also, the Provider may in its discretion through independent counsel and at its own cost, participate in such investigation, trial and defense of such action, claim or demand and any appeal arising therefrom. The Indemnifying Partymay effect no cost to settlement without the Recipient (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license for the Recipient’s continued use prior written approval of the Material in accordance with this AgreementIndemnified Party, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section belowwhich approval will not be unreasonably withheld.

Mutual Indemnity. Each party (Except as expressly provided herein, the “Provider”) will defend purpose and intent as to the other party (provisions of this Agreement relating to prorations, adjustments and apportionments is that Seller shall bear all expenses of ownership and operation of the “Recipient”) against any Claim made or brought against LLCs and Property and shall receive all income therefrom accruing through midnight at the Recipient by a third party alleging that any informationend of the day preceding the Closing and Purchaser shall bear all such expenses and receive all such income accruing thereafter. In furtherance thereof, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a settlement approved in writing by Provider of, any such Claim, provided parties agree that the Recipient: (a) promptly gives the Provider written notice conveyance of the Claim; (b) gives the Provider sole control of the defense and settlement of the Claim (Interests hereunder will not discharge or relieve Seller, except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and (c) gives the Provider all reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim as otherwise provided in this Agreement or to the extent that (i) it arises from specifications proration or other Material provided by the other party, or (ii) such claim adjustment credit is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to Purchaser (to the Recipientextent of such credit) under this Agreement with respect to any item, from any liability or obligation, known or unknown, contingent or non-contingent, arising out of or related to Seller's ownership of each Interest prior to Date of Closing. Seller agrees to indemnify and hold Purchaser harmless from and against such non-discharged and non-released non-tort liabilities, subject, however, to the aggregate cap on liabilities and limitation of time set forth in Section 11.17 hereof, and further subject to a "deductible" such that Purchaser shall have no claim hereunder unless the amount resulting from the matter or matters exceeds an aggregate of $25,000. In the event Purchaser is named as a defendant in any cause of action for a tort alleged to have occurred at the Property prior to such Date of Closing, Seller shall indemnify and hold Purchaser harmless from any liability, cost or expense arising from such action; provided, however, that some such indemnity and agreement to hold harmless shall be limited to the extent to which Seller is insured against the underlying occurrence, and shall be further limited by the aggregate cap on liabilities and limitation of time as set forth in Section 11.17 hereof and the $25,000 "deductible" set forth in the preceding sentence. Purchaser shall indemnify and hold Seller harmless from and against all liability, claim of liability or all expense arising out of any claims hereafter brought against Seller in its capacity of a member or former member in the LLC of which it was a member, on account of any act, omission or obligation of the Material is held LLC arising on or is reasonably believed by after the Provider to infringe Date of Closing, or misappropriate, the Provider may in its discretion and at no cost arising prior to the Recipient Date of Closing to the extent (A) modify with respect to pre-Closing matters), and only to the extent, that under the terms of this Agreement such act, omission or replace obligation is or has been assumed by Purchaser to the Material so it is no longer claimed extent, and only to infringe the extent, that Purchaser, upon Closing, receives proration or misappropriateadjustment credit, (B) obtain a license for and then only to the Recipient’s continued use extent of such credit, with respect to the obligation of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section belowLLC at issue.

Mutual Indemnity. Each party Tenant hereby agrees to indemnify, defend and hold harmless Landlord and its employees, partners, agents, contractors, lenders and ground lessors (said persons and entities are hereinafter collectively referred to as the “Provider”"Landlord Indemnified Parties") will defend the other party (the “Recipient”) from and against any Claim made and all liability, loss, cost, damage, claims, loss of rents, liens, judgments, penalties, fines, settlement costs, investigation costs, the cost of consultants and experts, reasonable attorneys' fees, court costs and other reasonable legal expenses, the effect of environmental contamination, the removal, remediation and/or abatement of Hazardous Substances (as said term is defined in Section 22 of the Lease) and other expenses (hereinafter collectively referred to as "Damages") arising out of or related to a "Landlord Indemnified Matter," as defined below. For purposes of this Paragraph 9, a "Landlord Indemnified Matter" shall mean any matter for which one or more of the Landlord Indemnified Parties incurs liability or Damages if the liability or Damages arise out of or involve, i) Tenant or its employees or agents, (all of said persons or entities are hereinafter collectively referred to as "Tenant Parties"), negligent use or occupancy of the Premises or the Project; ii) any negligent act or omission of a Tenant Party; iii) Tenant's failure to perform any of its obligations under the Lease; iv) the existence, use or disposal of any Hazardous Substance brought against on to the Recipient Project by a third party alleging that Tenant Party; or v) any informationother matter for which Tenant has agreed to indemnify Landlord pursuant to any other provision of this Lease. Landlord hereby agrees to indemnify, designdefend and hold harmless Tenant and its shareholders, specificationaffiliated entities, instructionemployees, softwarepartners, data agents, contractors and lenders (said persons and entities are hereinafter collectively referred to as the "Tenant Indemnified Parties") from and against any and all Damages arising out of or material furnished by the Provider hereunder (“Material”) infringes related to "Tenant Indemnified Matters," as defined below. For purposes of this Paragraph 9, a "Tenant Indemnified Matter" shall mean any matter for which one or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice more of the Claim; Tenant Indemnified Parties incurs liability or Damages if the liability or Damages arise out of or involve, i) Landlord or its employees or agents (bsaid persons are hereinafter collectively referred to as "Landlord Parties") gives the Provider sole control negligent use, occupancy or operation of the defense Project; ii) any negligent act or omission of a Landlord Party; iii) Landlord's failure to perform any of its obligations under the Lease or the Work Letter Agreement; iv) the existence, use or disposal of any Hazardous Substances brought on to the Project by a Landlord Party; or v) any other matters for which Landlord has agreed to indemnify Tenant pursuant to any other provisions of this Lease. Landlord's and settlement Tenant's obligations hereunder shall include, but shall not be limited to i) compensating the Landlord Indemnified Parties or the Tenant Indemnified Parties, as the case may be, for damages arising out of Landlord Indemnified Matters or Tenant Indemnified Matters and ii) providing defense, with counsel reasonably satisfactory to the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and (c) gives the Provider all reasonable assistanceindemnified party, at the Provider’s costother party's sole expense, of any claims, actions or proceedings arising out of or relating to a Landlord Indemnified Matter or a Tenant Indemnified Matter, as the case may be, whether or not litigated or Add-3 43 reduced to judgment and whether or not well founded. The Provider will have no liability for indemnified parties need not first pay any such Claim Damages to be indemnified hereunder. This indemnity is intended to apply to the fullest extent that (i) it arises from specifications permitted by applicable law. The parties' obligations under this Paragraph shall survive the expiration or other Material provided by the other party, or (ii) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version termination of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section belowLease.

Mutual Indemnity. Each party Seller (the “Provider”in such capacity, an "Indemnitor") will defend the other party agrees to indemnify and hold Buyer (the “Recipient”in such capacity, an "Indemnitee") harmless from and against any Claim made loss, cost, liability, damage or brought against the Recipient expense including, without limitation, reasonable attorneys' fees and costs in all trial and appellate proceedings ("Losses") incurred in connection with any legal claim by a third party alleging (a "Claim") originating prior to the Closing Date and arising out of the ownership and/or operation of the Property, including, without limitation, any claims for unpaid sales tax or other use or occupancy taxes and any employment related claims; and Buyer (in such capacity, an "Indemnitor") agrees to indemnify and hold Seller (in such capacity, an "Indemnitee") harmless from and against any Losses incurred in connection with a Claim originating from and after the Closing Date and arising out of the ownership and/or operation of the Property, including, without limitation, any claims for unpaid sales tax or other use or occupancy taxes and any employment related claims. Within not more than ten (10) days after the date upon which an Indemnitee receives a complaint filed against it or a formal written demand of it, the Indemnitee will deliver written notice (a "Claim Notice") to the Indemnitor, describing in reasonable detail the facts giving rise to such Claim and stating that any informationthe Indemnitee intends to seek indemnification for such Claim from the Indemnitee pursuant to this Agreement, design, specification, instruction, software, data or material furnished by The Indemnitor will have the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, right to settle all Claims upon terms and will indemnify conditions acceptable to the Recipient from any damages, attorneys fees Indemnitor and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a settlement reasonably approved in writing by Provider of, the Indemnitee (but in no event will the Indemnitee be required to approve any such settlement that results in no obligation, liability, cost or expense to the Indemnitee). Upon timely receipt of a Claim Notice from an Indemnitee with respect to any Claim, the Indemnitor may assume the defense thereof with counsel of the Indemnitor's choice reasonably satisfactory to the Indemnitee, and will not be required to engage more than one law firm to defend the Claim in question, provided that such law firm is reasonably approved in writing by the Indemnitee, and without regard to whether the law firm also represents Indemnitor in defending such Claim. If a Claim is being defended by a third-party insurer, the Indemnitee will not be permitted to reject counsel used by the insurer unless such rejection has no material adverse effect upon the coverage of the Indemnitor under the insurance policy in question. The Indemnitee will cooperate in all reasonable respects in such defense. Subject to the foregoing duty of cooperation, the Indemnitee will have the right to employ separate counsel in any action or Claim and to participate in the defense thereof, provided that the Recipient: (a) promptly gives fees and expenses of counsel employed by the Provider Indemnitee will be at the Indemnitee's sole cost and expense, except as otherwise herein provided. A decision by an Indemnitor to assume the defense of a Claim without a specific written notice reservation of rights to contest such liability for a Claim under this Agreement which specifically states the reason therefor, will be conclusive evidence of the Indemnitor's obligation to indemnify the Indemnitee for all indemnified losses arising out of such Claim; . If an Indemnitor does not notify the Indemnitee in writing within ten (b10) gives days after receipt of a Claim notice that the Provider sole control Indemnitor elects to undertake the defense thereof, the Indemnitee will have the right, at the expense of the defense and settlement Indemnitor, to defend the Claim with counsel of the Indemnitee's choice; provided, however, that prior to the expiration of ten (10) days after its delivery of the Claim (except that Notice, the Provider may Indemnitee will be permitted in the interim to take such action, including, without limitation, the filing of responsive pleadings, as it deems reasonably necessary in order to defend, preserve and protect its interests in respect of such Claim. Except as otherwise provided herein, if a Claim notice is not settle any Claim unless it unconditionally releases given by an Indemnitee prior to the Recipient Indemnitee's payment or settlement of all liability); and (c) gives a Claim, the Provider all reasonable assistance, at the Provider’s cost. The Provider Indemnitee will have no liability for any such Claim not be entitled to be indemnified under this Addendum to the extent that the Indemnitor can establish that the Indemnitor has been prejudiced by such payment or settlement. The parties hereto acknowledge that the law firm defending a Claim may have an inherent conflict of interest where the Indemnitor and Indemnitee have not agreed upon the Indemnitee's right to indemnification. Therefore, notwithstanding any provision herein to the Contrary, unless an Indemnitor has acknowledged in writing its obligation to indemnify the Indemnitee, the Indemnitor will, and will cause the law firm defending the Claim to, at all times keep the Indemnitee fully advised of the status of settlement negotiations and/or defense of the Claim, and promptly provide to the Indemnitee copies of all documents and correspondence related to the Claim. If, at any time, the Indemnitee believes in good faith that the law firm defending the Claim is not fairly representing the Indemnitee's position with respect to such Claim and/or is prejudicing the Indemnitee's rights with respect to the Claim for indemnification, the Indemnitee may retain separate counsel of the Indemnitee's choice, and such separate counsel will be entitled fully to participate in the defense of such Claim on behalf of the Indemnitee. Further, if an Indemnitee delivers proof that the Indemnitee was not fairly represented, the Indemnitor will pay the costs and expenses incurred by the Indemnitee in respect of such separate counsel. An Indemnitee will cooperate fully with the Indemnitor as to all Claims, will make available to the Indemnitor as reasonably requested all information, records and documents relating to all Claims and will preserve all such information, records and documents until termination of any Claim. An Indemnitee will also make available to the Indemnitor, as reasonably requested, its personnel (i) it arises from specifications including technical), agents and other representatives who are responsible for preparing or maintaining information, records or other Material provided by the other partydocuments, or (ii) such claim is based on who may have particular knowledge with respect to any Claim. An Indemnitee will also cooperate with the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by Indemnitor in attempting to minimize the use of a subsequent or unaltered version of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, Losses subject to the “Payment Upon Termination” section belowindemnification by considering in good faith any request to pursue, and/or assign to Indemnitor, any rights of contribution or to reimbursement, whether contractual or otherwise.