Common use of PROPRIETARY RIGHTS INDEMNIFICATION Clause in Contracts

PROPRIETARY RIGHTS INDEMNIFICATION. Licensor represents and warrants to the Licensee that no item of the Software Product provided under this License Agreement is currently the subject of any litigation known to Licensor, and, to its knowledge, Licensor has all right, title, ownership interest, and/or marketing rights necessary to provide the Software Product to Licensee and that each License, the Software Product and their use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“Infringement”). Licensor shall indemnify and hold Licensee and its successors, officers, directors, employees, and agents harmless from and against any and all third party demands seeking damages as well as any defense expenses (limited to fees, costs, or expenses of hired or appointed attorneys; the costs of proceedings involved in the suit, including court reporter’s, arbitrator’s or mediator’s fees; and independent expert’s or special investigator’s fees, costs or expenses) resulting from or arising out of any claims, complaints or causes of action relating to the Software Product (so long as it has not been modified or altered in any fashion by anyone other than Licensor), any breach or claimed breach of the foregoing warranties, or any claim of an Infringement, and Licensor shall defend and settle, at its expense, all suits or proceedings arising therefrom. Licensee shall inform Licensor of any such suit or proceeding against Licensee. Licensor shall control the defense of any such claim or action but Licensee shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing. Licensor shall notify Licensee of any actions, claims, or suits against Licensor based on an alleged Infringement of any party’s intellectual property rights in and to any component of the Software Product. In the event an injunction is sought or obtained against use of the Software Product or in Licensee’ opinion is likely to be sought or obtained, Licensor shall promptly, at its option and expense, either (i) procure for Licensee the right to continue to use the infringing Software Product as set forth in this License Agreement, or

PROPRIETARY RIGHTS INDEMNIFICATION. Licensor Anacomp represents and warrants that (i) at the time of delivery to the Licensee that EDS, no item of the Software Product provided under this License Agreement is currently the subject of any litigation known to Licensorthat will adversely affect such Product or EDS' use thereof ("Litigation"), and, to its knowledge, Licensor and (ii) Anacomp has all right, title, ownership interest, licensing, and/or marketing rights necessary to provide the Software Product Products to Licensee EDS and that each License, the Software Product Products and their sale, license, and use hereunder and that the performance of the Services do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“"Infringement”"). Licensor Anacomp shall indemnify and hold Licensee EDS and its Product end users and their respective successors, officers, directors, employees, and agents harmless from and against any and all third party demands seeking damages as well as any defense expenses (limited to feesactions, claims, losses, damages, liabilities, awards, costs, or and expenses of hired or appointed attorneys; the costs of proceedings involved in the suit, (including court reporter’s, arbitrator’s or mediator’s legal fees; and independent expert’s or special investigator’s fees, costs or expenses) resulting from or arising out of any claims, complaints or causes of action relating to the Software Product (so long as it has not been modified or altered in any fashion by anyone other than Licensor)Litigation, any breach or claimed breach of the foregoing warranties, or any which is based on a claim of an Infringement, Infringement and Licensor Anacomp shall defend and settle, at its expense, all suits or proceedings arising therefrom. Licensee EDS shall inform Licensor Anacomp of any such suit or proceeding against Licensee. Licensor shall control the defense of any such claim or action but Licensee EDS and EDS shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing. Licensor Anacomp shall notify Licensee EDS of any actions, claims, or suits against Licensor Anacomp based on an alleged Infringement of any party’s 's intellectual property rights in and to any component of the Software ProductProducts. In the event an injunction is sought or obtained against use of the Software a Product or in Licensee’ EDS' opinion is likely to be sought or obtained, Licensor Anacomp shall promptly, at its option and expense, either (iA) procure for Licensee EDS and Product end users the right to continue to use the infringing Software Product as set forth in this License Agreement, oror (B) replace or modify the infringing Product to make its use non-infringing while being capable of performing the same function without degradation of performance. If these options may only be executed by Anacomp at an unreasonable cost, then Anacomp may require EDS to discontinue use of the Product and return to EDS the price paid to Anacomp for the Product.

PROPRIETARY RIGHTS INDEMNIFICATION. Licensor represents and warrants to the Licensee that no item of the Software Product provided under this License Agreement is currently the subject of any litigation known to Licensor, and, to its knowledge, Licensor has all right, title, ownership interest, and/or marketing rights necessary to provide the Software Product to Licensee and that each License, the Software Product and their use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“Infringement”). Licensor shall indemnify and hold Licensee and its successors, officers, directors, employees, and agents harmless from and against any and all third party demands seeking damages as well as any defense expenses (limited to fees, costs, or expenses of hired or appointed attorneys; the costs of proceedings involved in the suit, including court reporter’s, arbitrator’s or mediator’s fees; and independent expert’s or special investigator’s fees, costs or expenses) resulting from or arising out of any claims, complaints or causes of action relating to the Software Product (so long as it has not been modified or altered in any fashion by anyone other than Licensor), any breach or claimed breach of the foregoing warranties, or any claim of an Infringement, and Licensor shall defend and settle, at its expense, all suits or proceedings arising therefrom. Licensee shall inform Licensor of any such suit or proceeding against Licensee. Licensor shall control the defense of any such claim or action but Licensee shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing. Licensor shall notify Licensee of any actions, claims, or suits against Licensor based on an alleged Infringement of any party’s intellectual property rights in and to any component of the Software Product. In the event an injunction is sought or obtained against use of the Software Product or in Licensee’ opinion is likely to be sought or obtained, Licensor shall promptly, at its option and expense, either (i) procure for Licensee the right to continue to use the infringing Software Product as set forth in this License Agreement, oror (ii) replace or modify the infringing Software Product to make its use non-infringing while being capable of performing the same function without degradation of performance. In the event Licensor is unable to provide substitute software in accordance with the provisions of this Section, this License Agreement shall be deemed terminated by Licensor, and Licensee shall be entitled to a prorated share of any License Fees paid in advance.

PROPRIETARY RIGHTS INDEMNIFICATION. Licensor represents and warrants that (i) at the time of execution of this Agreement, Licensor is not involved in any litigation that will impact or affect the Licensed Services or Documentation to the Licensee that no item of the Software Product be provided under this License Agreement is currently the subject of any litigation known to Licensorexcept as expressly set forth in Exhibit A-4 hereto, and, to its knowledge, and (ii) Licensor has all right, title, ownership interest, and/or marketing rights necessary to provide the Software Product Licensed Services and Documentation to Licensee GM, and that except as may be expressly set forth in Exhibit A-4 hereto, each License, the Software Product Licensed Services and Documentation and their sale, license and use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“Infringement”). [*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXHIBIT 10.27.2+ Licensor shall indemnify and hold Licensee GM and its Third Party Service Providers and their respective successors, officers, directors, employees, and agents harmless from and against any and all third party demands seeking damages as well as any defense expenses (limited to feesactions, claims, losses, damages, liabilities, awards, costs, or and expenses of hired or appointed attorneys; the costs of proceedings involved in the suit, (including court reporter’s, arbitrator’s or mediator’s reasonable legal fees; and independent expert’s or special investigator’s fees, costs or expenses) resulting from or arising out of any claims, complaints or causes of action relating to the Software Product (so long as it has not been modified or altered in any fashion by anyone other than Licensor)litigation, any breach or claimed breach of the foregoing warranties, or any which is based on a claim of an Infringement, and Licensor shall defend and settle, at its expense, all suits or proceedings arising therefrom. Licensee Any such defense shall be exercised with reasonable consultation with GM, and no settlement shall impose any obligation on GM. GM shall inform Licensor of any such suit or proceeding against Licensee. Licensor shall control the defense of any such claim or action but Licensee GM and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing. Licensor shall notify Licensee GM of any actions, claims, or suits against Licensor based on an alleged Infringement of any party’s 's intellectual property rights in and to any component of the Software ProductLicensed Services or Documentation. In the event an injunction is sought or obtained against use of the Software Product Licensed Services or Documentation or in Licensee’ GM’s opinion is likely to be sought or obtained, Licensor shall promptly, at its option and expense, either (iA) procure for Licensee GM the right to continue to use the infringing Software Product Licensed Services or Documentation as set forth in this License Agreement, oror (B) replace or modify the infringing Licensed Services or Documentation to make its use non-infringing while being capable of performing the same function without degradation of performance. Licensor shall have no indemnity obligation to GM or its Third Party Service Providers under this Section 13 if the claim(s) of Infringement is based upon (i) a modification of the Licensed Services made by GM, a GM Affiliate, or a Third Party Service Provider; (ii) the continued use of the Licensed Services by GM or a GM Affiliate for greater than a reasonable period of time after a non-infringing alternative with no loss of functionality has been made available by Licensor for installation at Licensor’s sole expense, or (iii) use of the Licensed Services (other than an intended use known to Licensor) in combination with other software or data, provided that the Licensed Services are not any cause of a claim.

PROPRIETARY RIGHTS INDEMNIFICATION. Licensor Red Hat hereby represents and warrants to that the Licensee that no item Products and the sale and use of the Software Product provided under this License Agreement is currently the subject of any litigation known to Licensor, and, to its knowledge, Licensor has all right, title, ownership interest, and/or marketing rights necessary to provide the Software Product to Licensee and that each License, the Software Product and their use hereunder Products do not and shall not directly or indirectly violate or infringe upon on any copyright, patent, trademark, trade secret, or other proprietary or intellectual property right of any third party party, and that there are no suits or contribute to proceedings pending or threatened alleging any such violation or infringement (“Infringement”). Licensor Red Hat shall indemnify and hold Licensee Tech Data, Tech Data's parent, affiliates and its successors, subsidiaries and their respective officers, directors, employees, employees and agents harmless from and against any and all third party demands seeking damages as well as any defense expenses (limited to feesactions, costsclaims, or expenses of hired or appointed attorneys; the costs of proceedings involved in the suitlosses, including court reporter’sdamages, arbitrator’s or mediator’s fees; and independent expert’s or special investigator’s feesliabilities, awards, costs and expenses, which they or expenses) any of them incur or become obligated to pay resulting from or arising out of any claims, complaints or causes of action relating to the Software Product (so long as it has not been modified or altered in any fashion by anyone other than Licensor), any breach or claimed breach of the foregoing warrantieswarranty. Tech Data shall, or any claim of an Infringementas soon as reasonably possible, and Licensor shall defend and settle, at its expense, all suits or proceedings arising therefrom. Licensee shall inform Licensor Red Hat of any such suit or proceeding filed against Licensee. Licensor shall control the defense of any such claim or action but Licensee Tech Data and shall have the right right, but not the obligation, to participate in the defense of any such suit or proceeding at Tech Data's expense. Tech Data will provide its expense and through counsel of its choosing. Licensor shall notify Licensee reasonable assistance in the defense of any actionsclaim, claimssuit or proceeding, or suits against Licensor based on an alleged Infringement of any party’s intellectual property rights in and to any component of the Software Productat Red Hat's expense. In the event an injunction is sought or obtained against use of the Software Product or in Licensee’ opinion is likely to be sought or obtained, Licensor shall promptlyRed Hat shall, at its option and expense, either (i) procure for Licensee Tech Data, its Customers and End Users the right to continue to use the infringing Software Product as set forth in this License Agreement, oror (ii) replace, to the extent Products are available, or modify the Product to make its use non-infringing while being capable of performing the same function without degradation of performance. If neither of the foregoing alternatives (i) or (ii) is reasonably available, Red Hat shall accept a return of the Products from Tech Data, at Red Hat's sole loss and expense, and shall refund to Tech Data the full amount of the price paid by Tech Data for said returned Products, less any price protection credits, but not including any early payment or prepayment discounts. Red Hat shall have no liability under this Section 6.2 for any infringement based on the use of any Product, if the Product is used in a manner or with equipment for which it was not reasonably intended. Red Hat's obligations under this Section 6.2 shall survive termination or expiration of this Agreement.

PROPRIETARY RIGHTS INDEMNIFICATION. Licensor EDS represents and warrants that (i) at the time of delivery to the Licensee that SUPPLIER, no item of the Licensed Software Product or Documentation provided under this License Agreement is currently the subject of any litigation known to Licensor("Litigation"), and, to its knowledge, Licensor and (ii) EDS has all right, title, ownership interest, and/or marketing rights necessary to provide the Licensed Software Product and Documentation to Licensee SUPPLIER for remarketing hereunder and that each License, the Licensed Software Product and Documentation and their sale, license, and use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“"Infringement”"). Licensor EDS shall indemnify and hold Licensee SUPPLIER and its respective successors, officers, directors, employees, and agents harmless from and against any and all third party demands seeking damages as well as any defense actions, claims, losses, damages, liabilities, awards, costs and expenses (limited to including legal fees) resulting from, costsarising out of, or expenses of hired or appointed attorneys; the costs of proceedings involved in the suit, including court reporter’s, arbitrator’s or mediator’s fees; and independent expert’s or special investigator’s fees, costs or expenses) resulting from or arising out of any claims, complaints or causes of action relating to the Software Product (so long as it has not been modified or altered in i) any fashion by anyone other than Licensor)Litigation, (ii) any breach or claimed breach of the foregoing warranties, or (iii) any claim of an Infringement, or (iv) any failure or claimed failure of any Licensed Software to perform in accordance with its Applicable Specifications, and Licensor EDS shall defend and settle, at its expense, all suits or proceedings arising therefrom. Licensee SUPPLIER shall inform Licensor EDS of any such suit or proceeding against Licensee. Licensor shall control the defense of any such claim or action but Licensee SUPPLIER and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing. Licensor EDS shall notify Licensee SUPPLIER of any actions, claims, or suits against Licensor EDS based on an alleged Infringement of any party’s 's intellectual property rights in and to any component of the Licensed Software Productor Documentation. In the event an injunction is sought or obtained against use of the Licensed Software Product or Documentation or in Licensee’ SUPPLIER's opinion is likely to be sought or obtained, Licensor EDS shall promptly, at its is option and expense, either (iA) procure for Licensee SUPPLIER and End Users of the Licensed Software, or Documentation, the right to continue to use xxx the infringing Licensed Software Product or Documentation as set forth in this License Agreement, oror (B) replace or modify the infringing Licensed Software or Documentation to make its use non-infringing while being capable of performing the same function without degradation of performance.

PROPRIETARY RIGHTS INDEMNIFICATION. Licensor represents The Company shall, at its own expense, defend any suit instituted against Distributor which is based on an allegation that any Product manufactured by the Company and warrants sold to the Licensee that no item of the Software Product provided under this License Agreement is currently the subject Distributor hereunder constitute an infringement of any litigation known to Licensorpatent, and, to its knowledge, Licensor has all right, title, ownership interest, and/or marketing rights necessary to provide the Software Product to Licensee and that each License, the Software Product and their use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, secret or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“Infringement”). Licensor and shall indemnify and hold Licensee and its successors, officers, directors, employees, and agents harmless from and Distributor against any award of damages and all third party demands seeking damages as well as costs made against Distributor by a final judgment of a court of last resort if it is determined therein that any defense expenses (limited to fees, costs, or expenses of hired or appointed attorneys; the costs of proceedings involved in the suit, including court reporter’s, arbitrator’s or mediator’s fees; and independent expert’s or special investigator’s fees, costs or expenses) resulting from or arising out such Product constitutes an infringement of any claimspatent, complaints copyright, trade secret or causes of action relating to the Software Product (so long as it has not been modified or altered in any fashion by anyone other than Licensor), any breach or claimed breach of the foregoing warranties, or any claim of an Infringement, and Licensor shall defend and settle, at its expense, all suits or proceedings arising therefrom. Licensee shall inform Licensor proprietary right of any third party, provided that Distributor gives the Company timely notice in writing of any notice or claims of infringement and permits the Company through the Company's counsel to defend the same and gives the Company all available information, assistance and authority to enable the Company to assume such suit or proceeding against Licenseedefense. Licensor The Company shall have control of the defense of any such claim suit, including appeals from any judgment therein and any negotiations for the settlement or action but Licensee shall have the right compromise DISTRIBUTION SERVICES AGREEMENT Allixxx Xxxine Company d/b/a Rolls-Roycx Xxxxxxx Xxxe 20 thereof with full authority to participate in the defense of any such suit enter into a binding settlement or proceeding at its expense and through counsel of its choosing. Licensor shall notify Licensee of any actions, claims, or suits against Licensor based on an alleged Infringement of any party’s intellectual property rights in and to any component of the Software Productcompromise. In the event an injunction that any Product is sought or obtained against held to infringe and its use of is enjoined, the Software Product or in Licensee’ opinion is likely to be sought or obtained, Licensor shall promptlyCompany shall, at its option and expense, either (i) procure for Licensee Distributor and its customers the right to continue using such Product, (ii) provide the necessary parts and documentation to replace or modify such Product so that it no longer infringes, or (iii) grant Distributor a credit for such Product upon its return to the Company, allowing for reasonable depreciation for use, damage and obsolescence. Notwithstanding the above, the Company shall have no liability whatsoever to Distributor with respect to any patent infringement or claim thereof which is based upon or arises out of (i) the use of any Product in combination with an apparatus or device not manufactured or supplied by the infringing Software Company, if such combination causes the infringement, (ii) the use of any Product as set forth in this License Agreementa manner for which it was neither designed nor contemplated, oror (iii) any modification of any Product by Distributor or any third party which causes the Product to become infringing.

PROPRIETARY RIGHTS INDEMNIFICATION. Licensor Licensors represents and warrants to the Licensee that no item of the Software Product provided under this License Agreement is currently the subject of any litigation known to LicensorLicensors, and, to its knowledge, Licensor Licensors has all right, title, ownership interest, and/or marketing rights necessary to provide the Software Product to Licensee and that each License, the Software Product and their use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“Infringement”). Licensor Licensors shall indemnify and hold Licensee and its successors, officers, directors, employees, and agents harmless from and against any and all third party demands seeking damages as well as any defense expenses (limited to feesactions, claims, losses, damages, liabilities, awards, costs, or and expenses of hired or appointed attorneys; the costs of proceedings involved in the suit, (including court reporter’s, arbitrator’s or mediator’s legal fees; and independent expert’s or special investigator’s fees, costs or expenses) resulting from or arising out of any claims, complaints or causes of action relating to the Software Product (so long as it has not been modified or altered in any fashion by anyone other than LicensorLicensors), any breach or claimed breach of the foregoing warranties, or any claim of an Infringement, and Licensor Licensors shall defend and settle, at its expense, all suits or proceedings arising therefrom. Licensee shall inform Licensor Licensors of any such suit or proceeding against Licensee. Licensor Licensors shall control the defense of any such claim or action but Licensee shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing. Licensor Licensors shall notify Licensee of any actions, claims, or suits against Licensor Licensors based on an alleged Infringement of any party’s intellectual property rights in and to any component of the Software Product. In the event an injunction is sought or obtained against use of the Software Product or in Licensee’ opinion is likely to be sought or obtained, Licensor Licensors shall promptly, at its option and expense, either (i) procure for Licensee the right to continue to use the infringing Software Product as set forth in this License Agreement, oror (ii) replace or modify the infringing Software Product to make its use non-infringing while being capable of performing the same function without degradation of performance. In the event Licensors is unable to provide substitute software in accordance with the provisions of this Section, this License shall be deemed terminated by Licensors, and Licensee shall be entitled to a prorated share of any License Fees paid in advance.