Common use of PATENT AND COPYRIGHT INDEMNITY Clause in Contracts

PATENT AND COPYRIGHT INDEMNITY. NEAR will defend at its own expense any action brought against Licensee to the extent it is based on a claim that the Licensed Programs used within the scope of the license granted hereunder infringe a United States patent, copyright or other proprietary right of a third party. NEAR will pay any costs, damages or attorney fees finally awarded against Licensee in such action which are attributable to such claim, provided NEAR is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information and authority. In the event that a Licensed Program becomes, or in NEAR's opinion is likely to become, the subject of a claim of infringement of a United States patent, copyright or trade secret, NEAR may at its option either secure Licensee's right to continue using the Licensed Programs, replace or modify the Licensed Programs to make them not infringing, or provide Licensee with a refund of the license fee less depreciation on a 5 (five) year, straight-line basis. NEAR shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of a Licensed Program in any form other than the original, unmodified form provided to Licensee or the use of a combination of the Licensed Programs with hardware, software or data not supplied by NEAR where the used Licensed Programs alone in their original, unmodified form would not constitute an infringement. The foregoing states Licensee's entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. NEAR CUSA will defend at its own expense any action brought against Licensee to the extent it is based on a claim that the Licensed Programs used within the scope of the license granted hereunder infringe a United States patent, copyright or other proprietary right of a third party. NEAR CUSA will pay any costs, damages or attorney fees finally awarded against Licensee in such action which are attributable to such claim, provided NEAR CUSA is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information and authority. In the event that a Licensed Program becomes, or in NEARCUSA's opinion is likely to become, the subject of a claim of infringement of a United States patent, copyright or trade secret, NEAR CUSA may at its option either secure Licensee's right to continue using the Licensed Programs, replace or modify the Licensed Programs to make them not infringing, or provide Licensee with a refund of the license fee less depreciation on a 5 (five) year, straight-line basis. NEAR CUSA shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of a Licensed Program in any form other than the original, unmodified form provided to Licensee or the use of a combination of the Licensed Programs with hardware, software or data not supplied by NEAR CUSA where the used Licensed Programs alone in their original, unmodified form would not constitute an infringement. The foregoing states Licensee's entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. NEAR ABS will defend at its own expense any action brought against Licensee to the extent it is based on a claim that the Licensed Programs Products used within the scope of the license granted hereunder infringe a United States patent, copyright or other proprietary right of a third party. NEAR ABS will pay any costs, damages or attorney fees finally awarded against Licensee in such action which are attributable to such claim, provided NEAR ABS is promptly notified in writing of such claimclaim within 3 days of Licensee’s notification of such action, may control the defense and/or settlement settle- ment of such claim, and is provided with all requested assistance, information and authority. In the event that a Licensed Program Product becomes, or in NEARABS's opinion is likely to become, the subject of a claim of infringement of a United States patent, copyright or trade secret, NEAR ABS may at its option either secure Licensee's right to continue using the Licensed ProgramsProducts, replace re- place or modify the Licensed Programs Products to make them not infringing, or provide Licensee with a refund of the license fee less depreciation on a 5 (five) year, straight-line basisdepreciation. NEAR ABS shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of a Licensed Program Product in any form other than the original, unmodified form provided to Licensee or the use of a combination of the Licensed Programs Products with hardware, software or data not supplied by NEAR ABS where the used Licensed Programs Products alone in their original, unmodified form would not constitute an infringement. The foregoing states Licensee's entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property rightinfringe- ment.

PATENT AND COPYRIGHT INDEMNITY. NEAR will defend at its own expense any action brought against Licensee to the extent it is based on a claim that the Licensed Programs used within the scope of the license granted hereunder infringe a United States patent, copyright or other proprietary right of a third party. NEAR will pay any costs, damages or attorney fees finally awarded against Licensee in such action which are attributable to such claim, provided NEAR is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information and authority. In the event that a Licensed Program becomes, or in NEAR's DCS’s opinion is likely to become, become the subject of a claim of infringement of a United States patent, copyright copyright, trademark, or trade secret, NEAR DCS may at its option either secure Licensee's ’s right to continue using the Licensed Programs, or replace or and/or modify the Licensed Programs to make them not infringing. Licensee shall cooperate with DCS in the replacement and/or modification of the Licensed Programs regarding a claim of infringement of a patent, copyright, trademark, or provide trade secret. In addition to the foregoing, DCS shall also indemnify, defend, and hold harmless Licensee, its affiliates, directors, officers, employees, and agents (“Licensee Indemnified Parties”) from and against all claims, demands, causes of action, judgments, settlements, or other liabilities, costs, or expenses of any nature whatsoever asserted by a third party against Licensee Indemnified Parties in connection with a refund an alleged infringement of any patent, copyright, trademark, trade secret, or other intellectual property right arising out of, incidental to, or resulting directly or indirectly from DCS’s license of the license fee less depreciation on a 5 Licensed Programs to Licensee. Licensee shall indemnify, defend and hold harmless DCS and its corporate affiliates, against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (fiveincluding without limitation reasonable attorney’s fees and other costs and expenses of litigation) year, straight-line basis. NEAR shall have no liability for any claim claims of patent, copyright copyright, trademark, or trade secret infringement based on the Licensee’s use of a Licensed Program in any form other than the original, unmodified form provided to Licensee or the use of a combination of the Licensed Programs with hardware, software or data not supplied or approved by NEAR DCS where the used use of the Licensed Programs Program alone in their its original, unmodified form would not constitute an infringement. The foregoing states Licensee's ’s entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. NEAR DESIGN’N’BUY will defend at its own expense any action brought against Licensee you to the extent it is based on a claim that the Licensed Programs SOFTWARE PRODUCT used within the scope of the license subscription granted hereunder infringe a United States India patent, copyright or other proprietary right of a third party. NEAR DESIGN’N’BUY will pay any costs, damages or attorney fees finally awarded against Licensee you in such action which are attributable to such claim, provided NEAR DESIGN’N’BUY is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information and authority. In the event that a Licensed Program SOFTWARE PRODUCT becomes, or in NEARDESIGN’N’BUY's opinion is likely to become, the subject of a claim of infringement of a United States India patent, copyright or trade secret, NEAR DESIGN’N’BUY may at its option either secure Licensee's your right to continue using the Licensed ProgramsSOFTWARE PRODUCT, replace or modify the Licensed Programs SOFTWARE PRODUCT to make them not infringing, or provide Licensee You with a refund of the license subscription fee less depreciation on a 5 (five) year, straight-line basis. NEAR DESIGN’N’BUY shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of a Licensed Program SOFTWARE PRODUCT in any form other than the original, unmodified form provided to Licensee You or the use of a combination of the Licensed Programs SOFTWARE PRODUCT with hardware, software or data not supplied by NEAR DESIGN’N’BUY where the used Licensed Programs SOFTWARE PRODUCT alone in their original, unmodified form would not constitute an infringement. The foregoing states Licensee's your entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property right.

PATENT AND COPYRIGHT INDEMNITY. NEAR 12.1 Licensor will defend at its own expense any action brought against Licensee User to the extent it is based on a claim that the Licensed Programs used within the scope of the license granted hereunder infringe a United States patent, copyright or other proprietary right of a third party. NEAR Licensor will pay any costs, damages or attorney fees finally awarded against Licensee User in such action which are attributable to such claim, provided NEAR Licensor is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information and authority. In the event that a Licensed Program becomes, or in NEARLicensor's opinion is likely to become, the subject of a claim of infringement of a United States patent, copyright or trade secret, NEAR Licensor may at its option either secure LicenseeUser's right to continue using the Licensed Programs, replace or modify the Licensed Programs to make them not infringing, or provide Licensee User with a refund of the license fee less depreciation on a 5 (five) year, straight-line basis. NEAR Licensor shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of a Licensed Program in any form other than the original, unmodified form provided to Licensee or the use of a combination of the Licensed Programs with hardware, software or data not supplied by NEAR Licensor where the used Licensed Programs alone in their original, unmodified form would not constitute an infringement. The foregoing states LicenseeUser's entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property right.