Common use of Infringements Clause in Contracts

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of Texas, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLAC, or (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLAC, shall) at Vendor’s sole option and expense; (i) procure for the Vendor the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-infringing.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasCMR SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND TFC, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patentsFROM ANY AND ALL THIRD PARTY CLAIMS INVOLVING INFRINGEMENT OF UNITED STATES PATENTS, trade and service marksCOPYRIGHTS, copyrightsTRADE AND SERVICE MARKS, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE AND ANY OTHER INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE PERFORMANCES OR ACTIONS OF VENDOR CMR PURSUANT TO THIS CONTRACT. VENDOR CMR AND THE CUSTOMER TFC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR CMR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR CMR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR CMR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by. CMR SHALL HAVE NO LIABILITY UNDER THIS SECTION IF THE ALLEGED INFRINGEMENT IS CAUSED IN WHOLE OR IN PART BY: (i) use of the product or service for a purpose or in a manner for which the product or service was not designedUSE OF THE PRODUCT OR SERVICE FOR A PURPOSE OR IN A MANNER FOR WHICH THE PRODUCT OR SERVICE WAS NOT DESIGNED, (ii) any modification made to the product without Vendor’s written approvalANY MODIFICATION MADE TO THE PRODUCT WITHOUT CMR’S WRITTEN APPROVAL, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructionsANY MODIFICATIONS MADE TO THE PRODUCT BY THE CMR PURSUANT TO TFC’S SPECIFIC INSTRUCTIONS, (iv) any intellectual property right owned by or licensed to TSLACANY INTELLECTUAL PROPERTY RIGHT OWNED BY OR LICENSED TO TFC, or OR (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claimANY USE OF THE PRODUCT OR SERVICE BY TFC THAT IS NOT IN CONFORMITY WITH THE TERMS OF ANY APPLICABLE LICENSE AGREEMENT. IF CMR BECOMES AWARE OF AN ACTUAL OR POTENTIAL CLAIM, or TSLAC provides the Vendor with notice of an actual or potential claimOR TFC PROVIDES CMR WITH NOTICE OF AN ACTUAL OR POTENTIAL CLAIM, Vendor may CMR MAY (or in the case of an injunction against TSLACOR IN THE CASE OF AN INJUNCTION AGAINST TFC, shall) at Vendor’s sole option and expenseSHALL), AT CMR’S SOLE OPTION AND EXPENSE; (i) procure for the Vendor the right to continue to use the affected portion of the product or servicePROCURE FOR TFC THE RIGHT TO CONTINUE TO USE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE, or OR (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in nonMODIFY OR REPLACE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE WITH FUNCTIONALLY EQUIVALENT OR SUPERIOR PRODUCT OR SERVICE SO THAT TFC’S USE IS NON-infringingINFRINGING.

Infringements. a) Vendor 3.3.12.1 Contractor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor 3.3.12.2 Contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without VendorContractor’s written approval, (iii) any modifications made to the product by the Vendor Contractor pursuant to TSLACCustomer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACCustomer, or (v) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any applicable license agreement. c) 3.3.12.3 If Vendor Contractor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor Contractor with notice of an actual or potential claim, Vendor Contractor may (or in the case of an injunction against TSLACCustomer, shall) ), at VendorContractor’s sole option and expense; (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACCustomer’s use in is non-infringing.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of Texas, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES Texas and its EMPLOYEES AND OFFICERS from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLACCustomer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACCustomer, or (v) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-infringing.or

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third third- party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.ANY b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product service without Vendor’s written approval, (iii) any modifications made to the product service by the Vendor pursuant to TSLACCustomer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACCustomer, or (v) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; : (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACCustomer’s use in non-is non- infringing.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLACCustomer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACCustomer, or (v) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; : (i) procure for the Vendor the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-infringing.for

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third third-party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR and the CUSTOMER agree to furnish timely written notice to each other of any such claim. ▇▇▇▇▇▇ AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER SUBJECT OF ANY SUCH CLAIM. VENDOR LITIGATION SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S FEES. DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN AND SETTLEMENT THEREOF AND (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated by the Office of the Attorney General FOR TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AGENCY CUSTOMERS AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERALBY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLAC, or (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; : (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACCustomer’s use in is non-infringinginfringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Product.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third third- party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLACCustomer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACCustomer, or (v) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; : (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACCustomer’s use in is non-infringing.

Infringements. a) Vendor A. The contractor shall indemnify and hold harmless TSLAC the state of Texas and the State of TexasCustomers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR THE CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR THE CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR THE CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR THE CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor B. The contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendorthe contractor’s written approval, (iii) any modifications made to the product by the Vendor contractor pursuant to TSLACthe customer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACthe customer, or (v) any use of the product or service by TSLAC the customer that is not in conformity with the terms of any applicable license agreement. c) C. If Vendor the contractor becomes aware of an actual or potential claim, or TSLAC the customer provides the Vendor contractor with notice of an actual or potential claim, Vendor the contractor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendorthe contractor’s sole option and expense; (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACthe customer’s use in is non-infringing.

Infringements. (a) Vendor The party to this AGREEMENT first having knowledge of any imitations of any PRODUCT or of any actual, suspected or threatened misuse or infringement (hereinafter collectively "infringement") of any INTELLECTUAL PROPERTY RIGHTS (as such term is defined in the RESEARCH AND DEVELOPMENT AGREEMENT) necessary or materially useful to manufacture, import, offer for sale, sell, or otherwise use one or more PRODUCTS, shall promptly notify the other in writing and shall provide the other with any available evidence thereof. The notice shall set forth the relevant facts in reasonable detail. (b) Unless otherwise prohibited by law, prior agreement, or regulation, (i) APOLLON (or its licensor, if applicable, shall have the primary right in the first instance, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to the infringement of any APOLLON INTELLECTUAL PROPERTY RIGHTS or those covered by a UNIVERSITY LICENSE, and (ii) ACY shall have the primary right in the first instance, but not the obligation, to institute, prosecute, and control any action or proceeding with respect to the infringement of any INTELLECTUAL PROPERTY RIGHTS owned or licensed by ACY (other than any licensed or sublicensed pursuant to the RESEARCH AND DEVELOPMENT AGREEMENT or under any UNIVERSITY LICENSE) or INTELLECTUAL PROPERTY RIGHTS relating to a JOINT THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. INVENTION, in each case by counsel of its own choice. With respect to any particular infringement proceeding, the party which is the primary party pursuant to the preceding sentence (the "PRIMARY PARTY"), shall have the right to control such action; provided, however, that the other party (the "non-PRIMARY PARTY") shall have the right, at its own expense, to intervene (to the extent permitted by law) and be represented in that action by counsel of its own choice. The PRIMARY PARTY may not, without the prior written consent of the non-PRIMARY PARTY (which consent may not be unreasonably withheld), enter into any agreement or other arrangement effecting a settlement of such infringement action which imposes any obligations or restrictions on the non-PRIMARY PARTY regarding the use of the INTELLECTUAL PROPERTY RIGHTS which were the subject of such infringement action. (c) If the PRIMARY PARTY brings an infringement action and the non-PRIMARY PARTY determines to pursue such action or proceeding also, the non-PRIMARY PARTY shall, within thirty (30) days of receipt of notice by the non-PRIMARY PARTY of the initiation of suit by such PRIMARY PARTY, notify the PRIMARY PARTY of its desire to be joined as a party plaintiff, and shall thereafter agree to join as a party plaintiff within fifteen (15) days of its notice of such desire to the PRIMARY PARTY (to the extent such party is permitted by law to so join); and further, shall give the PRIMARY PARTY reasonable assistance and authority to file and prosecute such infringement action. The out-of-- THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. pocket costs and expenses reasonably incurred by the PRIMARY PARTY in bringing and maintaining any such infringement action (including, without limitation, any such payments made to APOLLON'S licensors as required by any UNIVERSITY LICENSE) shall be reimbursed first out of any damages or other monetary awards recovered. Any remaining damages or other monetary awards shall be divided on an equitable basis, taking into account the parties relative lost revenues and profits or royalty income, as applicable and as such are allocated or payable hereunder. (d) If the PRIMARY PARTY brings an infringement action and the non-PRIMARY PARTY determines not to pursue such action or proceeding, the non-PRIMARY PARTY nevertheless agrees to be joined as a party plaintiff (if permitted by law and if the PRIMARY PARTY so requests) and to give the PRIMARY PARTY reasonable assistance and authority to file and prosecute the suit. In such case, the PRIMARY PARTY shall bear all costs associated therewith and be entitled to all damages or other monetary awards to the exclusion of the non-PRIMARY PARTY. If the PRIMARY PARTY does not request that the non-PRIMARY PARTY be joined as a party plaintiff, the non-PRIMARY PARTY nevertheless agrees to give the PRIMARY PARTY reasonable assistance in any such proceedings or preparation therefor, at the PRIMARY PARTY's request and expense. (e) Should the PRIMARY PARTY lack standing to bring an infringement action, the non-PRIMARY PARTY shall bring such action at the request of the PRIMARY PARTY upon an THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. undertaking by the PRIMARY PARTY to indemnify and hold the non-PRIMARY PARTY harmless TSLAC (to the extent permitted by law) from all consequent liability. (f) If the PRIMARY PARTY fails to bring an action or proceeding within one hundred and eighty (180) days after written notification of actual infringement of a substantial nature (which, for purposes hereof shall mean that the infringing competitor has 20% of the relevant market share that would reasonably inure to PRODUCT sold hereunder, but for such infringing sales, as such market share is measured by IMS or other industry-accepted marketing survey services) the non-PRIMARY PARTY shall have the right, but not the obligation, to bring and control any such action by counsel of its own choice, and at its own expense, and the State PRIMARY PARTY (and/or its licensor) shall have the right to be represented in any such action by counsel of Texasits own choice at its own expense. Any out-of-pocket costs and expenses reasonably incurred by the non-PRIMARY PARTY pursuant to this Subparagraph (f) (including, AND/OR THEIR EMPLOYEESwithout limitation, AGENTSany such payments made to APOLLON'S licensors as required by any UNIVERSITY LICENSE) shall be reimbursed first out of any damages or other monetary awards recovered. Any remaining damages or other monetary awards shall be divided on an equitable basis, REPRESENTATIVESas set forth in Paragraph 9.1(c) above. (g) The foregoing clauses (b) through (f) of this Paragraph 9.1 shall also apply to the issues of control of any action, CONTRACTORScosts and expenses, ASSIGNEESand recoveries in the event a third THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. party brings an action for declaratory judgment of invalidity and non-infringement with respect to any INTELLECTUAL PROPERTY RIGHTS. (h) Each party hereto shall promptly bring to the attention of the other any information which it may receive indicating that any issued patent would be infringed by the manufacture, AND/OR DESIGNEES use, importation, offer for sale or sale of a PRODUCT. If a party to this AGREEMENT receives a claim of infringement from any and all a third party claims involving relating to the manufacture, use, importation, offer for sale or sale of a PRODUCT, it shall promptly notify the other. The parties shall cooperate in all reasonable respects in the resolution of any such claim of infringement and the defense of United States patents, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERALlawsuit arising thereunder. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of Capitalized terms used but not defined in this Article IX shall have the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made meanings provided to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLAC, or (v) any use of the product or service by TSLAC that is not in conformity with the such terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLAC, shall) at Vendor’s sole option and expense; (i) procure for the Vendor the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-infringingRESEARCH AND DEVELOPMENT AGREEMENT.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State If LICENSEE learns of Texas, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) any use by any person of the product LICENSED ▇▇▇▇ that infringes or service for a purpose otherwise violates the trademark rights of LICENSOR, or in a manner for which the product or service was not designedthat interferes with LICENSEE’s license rights under this Agreement, (ii) any modification made to the product without Vendor’s written approvalother infringement or violation of any copyright or other proprietary right of LICENSOR, or (iii) any modifications made to claim by a third party that the product by the Vendor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLAC, or (v) any use of the product LICENSED ▇▇▇▇ or service any copyright or other proprietary right by TSLAC that is not LICENSEE hereunder infringes or otherwise violates the rights of such third party, then LICENSEE shall promptly notify LICENSOR and, if requested by LICENSOR, shall join with LICENSOR, at LICENSOR’s expense, in conformity with such action as LICENSOR, in its sole discretion, may deem advisable for the terms protection of its (or its Affiliates’) rights in and to the LICENSED ▇▇▇▇ or such copyright or other proprietary right. Nothing contained herein, however, shall require LICENSOR to take any action if it deems it inadvisable to do so. In the event of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claimsuch infringement which has a material adverse impact on the rights being granted hereunder with respect to such LICENSED ▇▇▇▇, or TSLAC provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLAC, shall) at Vendor’s sole option and expense; (i) procure for the Vendor LICENSEE shall have the right to continue terminate the Agreement and thereupon LICENSEE shall be relieved of all further obligations hereunder except for obligations due and owing at the date of termination. The inability to use the affected portion of LICENSED ▇▇▇▇ in particular jurisdictions outside the product or serviceUnited States shall not be deemed to constitute a material adverse impact that would entitle LICENSEE to terminate the Agreement in its entirety, or (ii) modify or replace provided, however, that if the affected portion of inability to use the product or service with functionally equivalent or superior product or service so that TSLAC’s LICENSED ▇▇▇▇ in jurisdictions outside the United States materially affects Net Sales, then LICENSOR and LICENSEE shall in good faith negotiate and agree upon reductions in minimum NET SALES and minimum Royalty Payments to reflect such inability to use in non-infringingthe LICENSED MARKS.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLACCustomer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACCustomer, or (v) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACCustomer’s use in non-is non- infringing.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of that a product or service acquired under this Agreement infringes any United States patents, copyrights, and trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights marks in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSECOSTS, INLCUDING ATTORNEY’S FEESDAMAGES, AND ATTORNEYS' FEES FINALLY AWARDED BY A COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT AGREEMENT APPROVED BY VENDOR. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OF THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLACCustomer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACCustomer, or (v) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any applicable license agreement; or (vi) the distribution, operation or use of the product for the benefit of a third party outside Customer’s entity. c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACCustomer’s use in is non-infringing. J. Appendix A, Section 9. Vendor Responsibilities, I. Security of Premises, Equipment, Data and Personnel, is hereby restated in its entirety as follows: K. Appendix A, Section 9. Vendor Responsibilities, K. Limitation of Liability, L. Appendix A, Section 9. Vendor Responsibilities, N. Required Insurance Coverage, is hereby restated in its entirety as follows:

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasCONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS, AND/OR THECB AND THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, OTHER CONTRACTORS, ASSIGNEES, AND/OFFICERS, AND DESIGNEES FROM ANY AND ALL THIRD PARTY CLAIMS INVOLVING INFRINGEMENT OF UNITED STATES PATENTS, COPYRIGHTS, TRADE AND SERVICE MARKS, AND OTHER INTELLECTUAL OR DESIGNEES from any and all third party claims involving infringement of United States patents, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR CONTRACTOR AND THE CUSTOMER THECB AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN OF THE STATE OF TEXAS IF THECB AND/OR THE STATE AGENCIES OF TEXAS AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, OTHER CONTRACTORS, ASSIGNEES, AND DESIGNEES ARE A NAMED DEFENDANTS DEFENDANT IN ANY LAWSUIT AND VENDOR THE CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OF THE OFFICE OF THE ATTORNEY GENERAL. CONTRACTOR AND THECB AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. b) Vendor 6.12.1 Contractor shall have no liability under this section if the alleged infringement is caused in whole or in significant part by: (i) THECB’s use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product by THECB without VendorContractor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLAC, or (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement.the c) 6.12.2 If Vendor Contractor becomes aware of an actual or potential claim, or TSLAC THECB provides the Vendor Contractor with notice of an actual or potential claim, Vendor Contractor may (or in the case of an injunction against TSLACTHECB, shall) ), at VendorContractor’s sole option and expense; (i) procure for the Vendor THECB the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACTHECB’s use in is non-infringing.

Infringements. (a) Vendor Newco and Cendant shall indemnify promptly provide written notification to one other if any of the following should come to any of their attention: (i) any conflicting third-party uses of, or any third-party applications or registrations for, marks that may infringe, dilute, misappropriate or otherwise conflict with a Licensed Intellectual Property; (ii) any acts of infringement or unfair competition with respect to the Licensed Intellectual Property; (iii) any allegations by third Parties in writing that the use of the Licensed Intellectual Property infringes, dilutes, or otherwise unfairly competes or conflicts with such third party's intellectual property rights. (1) As between the Parties, Cendant will have the sole initial right to initiate any infringement, opposition, cancellation or other proceeding to enforce the Licensed Intellectual Property. Newco shall cooperate with Cendant in such proceedings including by joining as a party or being a witness in any such enforcement proceedings and/or by producing documents, other evidence or potentially discoverable materials, upon the request of Cendant. Cendant shall have the sole initial right to control and hold harmless TSLAC and settle any such proceedings, but will give due consideration to the State potential adverse impact of Texasany such settlement on Newco's right to use the Licensed Intellectual Property hereunder on the terms contemplated hereunder. Notwithstanding the foregoing, AND/OR THEIR EMPLOYEESif Cendant fails to take appropriate enforcement action within thirty days of the receipt of notice from Newco of the objectionable activities, AGENTSthen Newco shall have the right to take such enforcement action at Newco's expense as Newco deems necessary; PROVIDED, REPRESENTATIVEShowever, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from that in any and all such instance (i) Newco's action shall not violate or breach any covenants or obligations of Cendant to any third party claims involving infringement of United States patentswhich Newco is aware, trade and service marks(ii) Newco shall keep Cendant fully informed of Newco's enforcement actions in a timely manner, copyrights, trade secrets or other proprietary rights(iii) Cendant at all times shall retain the right to participate in any such enforcement actions, and (iv) the settlement of any other intellectual such action shall be subject to Cendant's prior written approval, which shall not be unreasonably withheld. Any monies recovered from or intangible property rights paid to Cendant or Newco as a result of such enforcement action shall be divided between Cendant and Newco proportionately, based upon their respective expenses incurred in connection with the PERFORMANCE OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSEenforcement action, INLCUDING ATTORNEY’S FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERALdetermined by out-of-pocket expenditures only. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLAC, or (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLAC, shall) at Vendor’s sole option and expense; (i) procure for the Vendor the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-infringing.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasPSP SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND TFC, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patentsFROM ANY AND ALL THIRD PARTY CLAIMS INVOLVING INFRINGEMENT OF UNITED STATES PATENTS, trade and service marksCOPYRIGHTS, copyrightsTRADE AND SERVICE MARKS, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE AND ANY OTHER INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE PERFORMANCES OR ACTIONS OF VENDOR PSP PURSUANT TO THIS CONTRACTAGREEMENT. VENDOR PSP AND THE CUSTOMER TFC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR PSP SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR PSP WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR PSP MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by. PSP SHALL HAVE NO LIABILITY UNDER THIS SECTION IF THE ALLEGED INFRINGEMENT IS CAUSED IN WHOLE OR IN PART BY: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, USE OF THE PRODUCT OR SERVICE FOR A PURPOSE OR IN A MANNER FOR WHICH THE PRODUCT OR SERVICE WAS NOT DESIGNED; (ii) any modification made to the product without Vendor’s written approval, ANY MODIFICATION MADE TO THE PRODUCT WITHOUT PSP’S WRITTEN APPROVAL; (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructions, ANY MODIFICATIONS MADE TO THE PRODUCT BY THE PSP PURSUANT TO TFC’S SPECIFIC INSTRUCTIONS; (iv) any intellectual property right owned by or licensed to TSLAC, or ANY INTELLECTUAL PROPERTY RIGHT OWNED BY OR LICENSED TO TFC; OR (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claimANY USE OF THE PRODUCT OR SERVICE BY TFC THAT IS NOT IN CONFORMITY WITH THE TERMS OF ANY APPLICABLE LICENSE AGREEMENT. IF PSP BECOMES AWARE OF AN ACTUAL OR POTENTIAL CLAIM, or TSLAC provides the Vendor with notice of an actual or potential claimOR TFC PROVIDES PSP WITH NOTICE OF AN ACTUAL OR POTENTIAL CLAIM, Vendor may PSP MAY (or in the case of an injunction against TSLACOR IN THE CASE OF AN INJUNCTION AGAINST TFC, shall) at Vendor’s sole option and expenseSHALL), AT PSP’S SOLE OPTION AND EXPENSE; (i) procure for the Vendor the right to continue to use the affected portion of the product or service, or PROCURE FOR TFC THE RIGHT TO CONTINUE TO USE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE; OR (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in nonMODIFY OR REPLACE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE WITH FUNCTIONALLY EQUIVALENT OR SUPERIOR PRODUCT OR SERVICE SO THAT TFC’S USE IS NON-infringingINFRINGING.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLACCustomer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACCustomer, or (v) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACCustomer’s use in is non-infringing.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims claims, which pertain to products and services offered under the Contract involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE and the CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMagree to furnish timely written notice to each other of any such claim. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY The defense shall be coordinated by VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL Office of the Attorney General WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a provided under the Contract in combination with product or services not provided under the Contract, (ii) use of the product or service for a purpose or in a manner for which the product or service services was not designed, (iiiii) any modification made to the product without Vendor’s written approval, (iiiiv) any modifications made to the product by the Vendor pursuant to TSLACCustomer’s specific instructions, (ivv) any intellectual property right owned by or licensed to TSLACCustomer, or (vvi) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; : (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACCustomer’s use in is non-infringing. F. Appendix A, Section 10.C Vendor Certifications is hereby replaced in its entirety as follows:

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTSP SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND TFC, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patentsFROM ANY AND ALL THIRD PARTY CLAIMS INVOLVING INFRINGEMENT OF UNITED STATES PATENTS, trade and service marksCOPYRIGHTS, copyrightsTRADE AND SERVICE MARKS, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE AND ANY OTHER INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE PERFORMANCES OR ACTIONS OF VENDOR TSP PURSUANT TO THIS CONTRACTAGREEMENT. VENDOR TSP AND THE CUSTOMER TFC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR TSP SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR TSP WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR TSP MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. . (b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part byTSP SHALL HAVE NO LIABILITY UNDER THIS SECTION IF THE ALLEGED INFRINGEMENT IS CAUSED IN WHOLE OR IN PART BY: (i) use of the product or service for a purpose or in a manner for which the product or service was not designedUSE OF THE PRODUCT OR SERVICE FOR A PURPOSE OR IN A MANNER FOR WHICH THE PRODUCT OR SERVICE WAS NOT DESIGNED, (ii) any modification made to the product without Vendor’s written approvalANY MODIFICATION MADE TO THE PRODUCT WITHOUT TSP’S WRITTEN APPROVAL, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructionsANY MODIFICATIONS MADE TO THE PRODUCT BY THE TSP PURSUANT TO TFC’S SPECIFIC INSTRUCTIONS, (iv) any intellectual property right owned by or licensed to TSLACANY INTELLECTUAL PROPERTY RIGHT OWNED BY OR LICENSED TO TFC, or OR (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claimANY USE OF THE PRODUCT OR SERVICE BY TFC THAT IS NOT IN CONFORMITY WITH THE TERMS OF ANY APPLICABLE LICENSE AGREEMENT. IF TSP BECOMES AWARE OF AN ACTUAL OR POTENTIAL CLAIM, or TSLAC provides the Vendor with notice of an actual or potential claimOR TFC PROVIDES TSP WITH NOTICE OF AN ACTUAL OR POTENTIAL CLAIM, Vendor may TSP MAY (or in the case of an injunction against TSLACOR IN THE CASE OF AN INJUNCTION AGAINST TFC, shall) at Vendor’s sole option and expenseSHALL), AT TSP’S SOLE OPTION AND EXPENSE; (i) procure for the Vendor the right to continue to use the affected portion of the product or servicePROCURE FOR TFC THE RIGHT TO CONTINUE TO USE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE, or OR (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in nonMODIFY OR REPLACE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE WITH FUNCTIONALLY EQUIVALENT OR SUPERIOR PRODUCT OR SERVICE SO THAT TFC’S USE IS NON-infringingINFRINGING.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third third-party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights for Vendor branded products or Vendor provided services in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE and the CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMagree to furnish timely written notice to each other of any such claim. VENDOR AGREES TO DEFEND AGAINST ANY AND ALL THIRD PARTY CLAIMS WITH REGARDS TO VENDOR–BRANDED PRODUCT OR SERVICES, AT VENDOR’S EXPENSE, WHETHER OR NOT SUCH CLAIMS BECOME THE SUBJECT OF LITIGATION SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S FEES. DEFENSE INCLUDING REASONABLE ATTORNEYS’ FEES PROVIDED THAT CUSTOMER (i) NOTIFIES VENDOR PROMPTLY OF SUCH CLAIM (ii) GRANTS VENDOR CONTROL OVER THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN AND SETTLEMENT THEREOF AND (iii) REASONABLY COOPERATES IN RESPONSE TO VENDOR’S REQUEST FOR ASSISTANCE. The defense shall be coordinated by the Office of the Attorney General FOR TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AGENCY CUSTOMERS AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERALBY CUSTOMER’S LEGAL COUNSEL FOR NON-STATE AGENCY CUSTOMERS. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLAC, or (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with timely notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; : (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACCustomer’s use in is non-infringinginfringing or (iii) accept return of the Product freight collect and provide a reasonably depreciated refund for the Product.

Infringements. (a) Vendor Licensor shall indemnify and hold harmless TSLAC and the State of Texas, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from take any and all third actions, legal or otherwise, which it considers necessary or desirable to terminate infringements of the Technology or any Product or any unfair competition with the Product. Teledyne shall have the right to be kept informed of the status and progress of all actions instituted by Licensor pursuant to this Article. Licensor shall support all motions and other efforts by Teledyne to become a party claims involving infringement jointly with Licensor to such action. (b) Except as is provided in Article 4.1(c) below, each party hereto shall pay all the fees and expenses of United States patents, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights its respective legal counsel incurred in connection with actions initiated pursuant to this Article. If the PERFORMANCE OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSEparties hereto agree to use the same legal counsel in any such action, INLCUDING ATTORNEY’S FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERALthey shall also agree on their respective responsibilities with respect to payment of the fees and expenses of such counsel. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLAC, or (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware Licensor does not institute an action within one hundred twenty (120) days after receiving notice from Teledyne of an actual infringement of the Technology or potential claimany Product or any unfair competition with the Product, or TSLAC provides the Vendor Teledyne may institute an action with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLAC, shall) at Vendor’s sole option and expense; (i) procure for the Vendor respect thereto. Licensor shall have the right to continue to use the affected portion be kept informed of the product status and progress of all such actions instituted by Teledyne pursuant to this Article. Teledyne shall support all motions and other efforts by Licensor to become a party jointly with Teledyne to such action. Teledyne shall not be under any obligation to institute any such action. (d) Any recoveries or servicesettlement proceeds (or parts thereof) received from suits or settlements involving an action initiated pursuant to this Article by either party or agreed to relating to the Technology or Products shall be applied first to reimbursing each party for such fees, expenses and other costs as it may have incurred (either directly or (iithrough the other party pursuant to Article 4.1(c) modify above) in connection with such action or replace settlement, and then the affected portion balance, if any, to be divided between Licensor, on one hand, and Teledyne, on the other hand, according to a fair determination of each party's actual and potential losses and damages to which the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-infringingrecovery relates. In the event Licensor and Teledyne cannot agree on the division between them, the issue shall be decided by arbitration pursuant to Article 7.3.

Infringements. a) Vendor 3.3.12.1 Contractor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor 3.3.12.2 Contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without VendorContractor’s written approval, (iii) any modifications made to the product by the Vendor Contractor pursuant to TSLACCustomer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACCustomer, or (v) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any applicable license agreement. c) 3.3.12.3 If Vendor Contractor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor Contractor with notice of an actual or potential claim, Vendor Contractor may (or in the case of an injunction against TSLACCustomer, shall) ), at VendorContractor’s sole option and expense; (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACCustomer’s use in is non-infringing. 3.3.12.4 Taxes/Workers’ Compensation/Unemployment Insurance–Including Indemnity. 3.3.12.4.1 CONTRACTOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS CONTRACT, CONTRACTOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT OF CONTRACTOR’S AND CONTRACTOR’S EMPLOYEES’ TAXES OF WHATEVER KIND, ARISING OUT OF THE PERFORMANCES IN THIS CONTRACT. CONTRACTOR AGREES TO COMPLY WITH ALL STATE AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE CUSTOMER AND/OR THE STATE SHALL NOT BE LIABLE TO CONTRACTOR, ITS EMPLOYEES, AGENTS, OR OTHERS FOR THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of that a product or service acquired under this Agreement infringes any United States patents, copyrights, and trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights marks in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSECOSTS, INLCUDING ATTORNEY’S FEESDAMAGES, AND ATTORNEYS' FEES FINALLY AWARDED BY A COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT AGREED APPROVED BY VENDOR. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OF THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLACCustomer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACCustomer, or (v) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any DIR Contract No. DIR-SDD-2108 Vendor Contract No. ________________ applicable license agreement; or (vi) the distribution, operation or use of the product for the benefit of a third party outside Customer’s entity. c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACCustomer’s use in non-is non- infringing. F. Section 9, Vendor Responsibilities, I. Security of Premises, Equipment, Data and Personnel is hereby restated in its entirety as follows: Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and /or materials (collectively referred to as “Data”) belonging to the Customer. Vendor and/or Order Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the advance instruction of the Customer. Vendor and/or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. If a Vendor and/or Order Fulfiller fails to comply with Customer’s security requirements, then Customer may immediately terminate its Purchase Order and related Service Agreement/Statement of Work.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of that a product or service acquired under this Agreement infringes any United States patents, copyrights, and trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights marks in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSECOSTS, INLCUDING ATTORNEY’S FEESDAMAGES, AND ATTORNEYS' FEES FINALLY AWARDED BY A COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT AGREEMENT APPROVED BY VENDOR. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OF THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLACCustomer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACCustomer, or (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement.the c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLACCustomer’s use in non-is non- infringing. J. Appendix A, Section 9. Vendor Responsibilities, I. Security of Premises, Equipment, Data and Personnel, is hereby restated in its entirety as follows: K. Appendix A, Section 9. Vendor Responsibilities, K. Limitation of Liability, is hereby restated in its entirety as follows: L. Appendix A, Section 9. Vendor Responsibilities, O. Required Insurance Coverage,

Infringements. a) Vendor 3.3.13.1 Contractor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR CONTRACTOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor 3.3.13.1.1 As used in this subsection, understood to include the Owner and its employees, agents, representatives, contractors, assignees and designees. 3.3.13.2 Contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor Contractor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACCustomer, or (v) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any applicable license agreement. c) 3.3.13.3 If Vendor Contractor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor Contractor with notice of an actual or potential claim, Vendor Contractor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in is non-infringing.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of Texas, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patents, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS DEFENDEANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLAC, or (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLAC, shall) at Vendor’s sole option and expense; (i) procure for the Vendor the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-infringing.

Infringements. (a) Vendor Contractor shall indemnify and hold harmless TSLAC and the State of TexasTexas and the Texas Finance Commission, AND/OR THEIR EMPLOYEESThe Texas Department of Banking, AGENTSThe Department of Savings and Mortgage Lending, REPRESENTATIVESand The Office Of Consumer Credit Commissioner, CONTRACTORSand their officers, ASSIGNEESagents, AND/OR DESIGNEES employees, representatives, contractors, assignees, and designees from any and all third party claims involving infringement of United States patents, trademarks, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACTperformances or actions of contractor pursuant to this contract. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMContractor and the Finance Commission and Agencies agree to furnish timely written notice to each other of any such claim. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S FEESContractor shall be liable to pay all costs of defense including attorneys’ fees. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERALThe defense shall be coordinated by Contractor with the Office of the Attorney General when Texas state agencies are named defendants in any lawsuit and Contractor may not agree to any settlement without first obtaining the concurrence from the Office of the Attorney General. (b) Vendor Contractor shall have no liability under this section paragraph if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without VendorContractor’s written approval, (iii) any modifications made to the product by the Vendor Contractor pursuant to TSLAC’s the specific instructionsinstructions of the Agencies, (iv) any intellectual property right owned by or licensed to TSLACthe Agencies, or (v) any use of the product or service by TSLAC the Agencies that is not in conformity with the terms of any applicable license agreement. (c) If Vendor Contractor becomes aware of an actual or potential claim, or TSLAC provides the Vendor Agencies provide Contractor with notice of an actual or potential claim, Vendor Contractor may (or in the case of an injunction against TSLACthe Agencies, shall) ), at VendorContractor’s sole option and expense; (i) procure for the Vendor Agencies the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in by the Agencies is non-infringing.

Infringements. a(1) Vendor Contractor shall indemnify and hold harmless TSLAC and the State of TexasTexas and TDI, AND/OR THEIR EMPLOYEESOFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third third-party claims involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR CONTRACTOR AND THE CUSTOMER TDI AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT LAWSUIT, AND VENDOR CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b(2) Vendor Contractor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without VendorContractor’s written approval, (iii) any modifications made to the product by the Vendor Contractor pursuant to TSLACTDI’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACTDI, or (v) any use of the product or service by TSLAC TDI that is not in conformity with the terms of any applicable license agreement. c(3) If Vendor Contractor becomes aware of an actual or potential claim, or TSLAC TDI provides the Vendor Contractor with notice of an actual or potential claim, Vendor Contractor may (or in the case of an injunction against TSLACTDI, shall) ), at VendorContractor’s sole option and expense; : (i) procure for the Vendor TDI the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-infringing.or

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasA/E SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND TFC, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patentsFROM ANY AND ALL THIRD PARTY CLAIMS INVOLVING INFRINGEMENT OF UNITED STATES PATENTS, trade and service marksCOPYRIGHTS, copyrightsTRADE AND SERVICE MARKS, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE AND ANY OTHER INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE PERFORMANCES OR ACTIONS OF VENDOR A/E PURSUANT TO THIS CONTRACTAGREEMENT. VENDOR A/E AND THE CUSTOMER TFC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR A/E SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR A/E WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR A/E MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. A/E SHALL HAVE NO LIABILITY UNDER THIS SECTION IF THE ALLEGED INFRINGEMENT IS CAUSED IN WHOLE OR IN PART BY: USE OF THE PRODUCT OR SERVICE FOR A PURPOSE OR IN A MANNER FOR WHICH THE PRODUCT OR SERVICE WAS NOT DESIGNED; ANY MODIFICATION MADE TO THE PRODUCT WITHOUT A/E’S WRITTEN APPROVAL; ANY MODIFICATIONS MADE TO THE PRODUCT BY THE A/E PURSUANT TO TFC’S SPECIFIC INSTRUCTIONS; ANY INTELLECTUAL PROPERTY RIGHT OWNED BY OR LICENSED TO TFC; OR ANY USE OF THE PRODUCT OR SERVICE BY TFC THAT IS NOT IN CONFORMITY WITH THE TERMS OF ANY APPLICABLE LICENSE AGREEMENT. IF A/E BECOMES AWARE OF AN ACTUAL OR POTENTIAL CLAIM, OR TFC PROVIDES A/E WITH NOTICE OF AN ACTUAL OR POTENTIAL CLAIM, A/E MAY (OR IN THE CASE OF AN INJUNCTION AGAINST TFC, SHALL), AT A/E’S SOLE OPTION AND EXPENSE: PROCURE FOR TFC THE RIGHT TO CONTINUE TO USE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE; OR MODIFY OR REPLACE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE WITH FUNCTIONALLY EQUIVALENT OR SUPERIOR PRODUCT OR SERVICE SO THAT TFC’S USE IS NON-INFRINGING. THIS SECTION IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE VENDOR TO INDEMNIFY OR HOLD HARMLESS THE STATE OR TFC FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF TFC OR ITS EMPLOYEES (TEX GOV’T CODE SECTION 2254.0031). EXPENSES, RELATING TO TAX LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS’ COMPENSATION IN ITS PERFORMANCE UNDER THIS AGREEMENT. A/E SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS’ FEES. THE DEFENSE SHALL BE COORDINATED BY A/E WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND A/E MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. A/E AND TFC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. THIS SECTION IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE VENDOR TO INDEMNIFY OR HOLD HARMLESS THE STATE OR TFC FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF TFC OR ITS EMPLOYEES (TEX GOV’T CODE SECTION 2254.0031). b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLAC, or (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLAC, shall) at Vendor’s sole option and expense; (i) procure for the Vendor the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-infringing.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims claims, which pertain to products and services offered under the Contract involving infringement of United States patents, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE and the CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIMagree to furnish timely written notice to each other of any such claim. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY The defense shall be coordinated by VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL Office of the Attorney General WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service provided under the Contract in combination with product or services not provided under the Contract, (ii) use of the product or service for a purpose or in a manner for which the product or service services was not designed, (iiiii) any modification made to the product without Vendor’s written approval, (iiiiv) any modifications made to the product by the Vendor pursuant to TSLACCustomer’s specific instructions, (ivv) any technology having intellectual property right owned by or licensed to TSLACCustomer by third party, or (vvi) any use of the product or service by TSLAC Customer that is not in conformity with the terms of any applicable license agreement, including use of an older version of software when Vendor has informed Customer that use of a newer software release made available to Customer would have avoided the infringement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC Customer provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLACCustomer, shall) ), at Vendor’s sole option and expense; : (i) procure for the Vendor Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-infringing.,

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasSSE SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND TFC, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patentsFROM ANY AND ALL THIRD-PARTY CLAIMS INVOLVING INFRINGEMENT OF UNITED STATES PATENTS, trade and service marksCOPYRIGHTS, copyrightsTRADE AND SERVICE MARKS, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE AND ANY OTHER INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE PERFORMANCES OR ACTIONS OF VENDOR SSE PURSUANT TO THIS CONTRACTAGREEMENT. VENDOR SSE AND THE CUSTOMER TFC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SSE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR SSE WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR SSE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by. SSE SHALL HAVE NO LIABILITY UNDER THIS SECTION IF THE ALLEGED INFRINGEMENT IS CAUSED IN WHOLE OR IN PART BY: (i) use of the product or service for a purpose or in a manner for which the product or service was not designedUSE OF THE PRODUCT OR SERVICE FOR A PURPOSE OR IN A MANNER FOR WHICH THE PRODUCT OR SERVICE WAS NOT DESIGNED, (ii) any modification made to the product without Vendor’s written approvalANY MODIFICATION MADE TO THE PRODUCT WITHOUT SSE’S WRITTEN APPROVAL, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructionsANY MODIFICATIONS MADE TO THE PRODUCT BY THE SSE PURSUANT TO TFC’S SPECIFIC INSTRUCTIONS, (iv) any intellectual property right owned by or licensed to TSLACANY INTELLECTUAL PROPERTY RIGHT OWNED BY OR LICENSED TO TFC, or OR (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claimANY USE OF THE PRODUCT OR SERVICE BY TFC THAT IS NOT IN CONFORMITY WITH THE TERMS OF ANY APPLICABLE LICENSE AGREEMENT. IF SSE BECOMES AWARE OF AN ACTUAL OR POTENTIAL CLAIM, or TSLAC provides the Vendor with notice of an actual or potential claimOR TFC PROVIDES SSE WITH NOTICE OF AN ACTUAL OR POTENTIAL CLAIM, Vendor may SSE MAY (or in the case of an injunction against TSLACOR IN THE CASE OF AN INJUNCTION AGAINST TFC, shall) at Vendor’s sole option and expenseSHALL), AT SSE’S SOLE OPTION AND EXPENSE; (i) procure for the Vendor the right to continue to use the affected portion of the product or servicePROCURE FOR TFC THE RIGHT TO CONTINUE TO USE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE, or OR (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in nonMODIFY OR REPLACE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE WITH FUNCTIONALLY EQUIVALENT OR SUPERIOR PRODUCT OR SERVICE SO THAT TFC’S USE IS NON-infringingINFRINGING. THIS SECTION IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE SSE TO INDEMNIFY OR HOLD HARMLESS THE STATE OR TFC FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF TFC OR ITS EMPLOYEES (TEX GOV’T CODE SECTION 2254.0031). OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF TFC OR ITS EMPLOYEES (TEX GOV’T CODE SECTION 2254.0031).

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasSSE SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND TFC, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patentsFROM ANY AND ALL THIRD PARTY CLAIMS INVOLVING INFRINGEMENT OF UNITED STATES PATENTS, trade and service marksCOPYRIGHTS, copyrightsTRADE AND SERVICE MARKS, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE AND ANY OTHER INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE PERFORMANCES OR ACTIONS OF VENDOR SSE PURSUANT TO THIS CONTRACTAGREEMENT. VENDOR SSE AND THE CUSTOMER TFC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SSE SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR SSE WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR SSE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by. SSE SHALL HAVE NO LIABILITY UNDER THIS SECTION IF THE ALLEGED INFRINGEMENT IS CAUSED IN WHOLE OR IN PART BY: (i) use of the product or service for a purpose or in a manner for which the product or service was not designedUSE OF THE PRODUCT OR SERVICE FOR A PURPOSE OR IN A MANNER FOR WHICH THE PRODUCT OR SERVICE WAS NOT DESIGNED, (ii) any modification made to the product without Vendor’s written approvalANY MODIFICATION MADE TO THE PRODUCT WITHOUT SSE’S WRITTEN APPROVAL, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructionsANY MODIFICATIONS MADE TO THE PRODUCT BY THE SSE PURSUANT TO TFC’S SPECIFIC INSTRUCTIONS, (iv) any intellectual property right owned by or licensed to TSLACANY INTELLECTUAL PROPERTY RIGHT OWNED BY OR LICENSED TO TFC, or OR (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claimANY USE OF THE PRODUCT OR SERVICE BY TFC THAT IS NOT IN CONFORMITY WITH THE TERMS OF ANY APPLICABLE LICENSE AGREEMENT. IF SSE BECOMES AWARE OF AN ACTUAL OR POTENTIAL CLAIM, or TSLAC provides the Vendor with notice of an actual or potential claimOR TFC PROVIDES SSE WITH NOTICE OF AN ACTUAL OR POTENTIAL CLAIM, Vendor may SSE MAY (or in the case of an injunction against TSLACOR IN THE CASE OF AN INJUNCTION AGAINST TFC, shall) at Vendor’s sole option and expenseSHALL), AT SSE’S SOLE OPTION AND EXPENSE; (i) procure for the Vendor the right to continue to use the affected portion of the product or servicePROCURE FOR TFC THE RIGHT TO CONTINUE TO USE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE, or OR (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in nonMODIFY OR REPLACE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE WITH FUNCTIONALLY EQUIVALENT OR SUPERIOR PRODUCT OR SERVICE SO THAT TFC’S USE IS NON-infringingINFRINGING. THIS SECTION IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE VENDOR TO INDEMNIFY OR HOLD HARMLESS THE STATE OR TFC FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF TFC OR ITS EMPLOYEES (TEX GOV’T CODE SECTION 2254.0031). OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND SSE MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. SSE AND TFC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. THIS SECTION IS NOT INTENDED TO AND SHALL NOT BE CONSTRUED TO REQUIRE VENDOR TO INDEMNIFY OR HOLD HARMLESS THE STATE OR TFC FOR ANY CLAIMS OR LIABILITIES RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF TFC OR ITS EMPLOYEES (TEX GOV’T CODE SECTION 2254.0031).

Infringements. (a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasCONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND TFC, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patentsFROM ANY AND ALL THIRD PARTY CLAIMS INVOLVING INFRINGEMENT OF UNITED STATES PATENTS, trade and service marksCOPYRIGHTS, copyrightsTRADE AND SERVICE MARKS, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE AND ANY OTHER INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE PERFORMANCES OR ACTIONS OF VENDOR CONTRACTOR PURSUANT TO THIS CONTRACT. VENDOR CONTRACTOR AND THE CUSTOMER TFC AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR CONTRACTOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR CONTRACTOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR CONTRACTOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. (b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part byCONTRACTOR SHALL HAVE NO LIABILITY UNDER THIS SECTION IF THE ALLEGED INFRINGEMENT IS CAUSED IN WHOLE OR IN PART BY: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, USE OF THE PRODUCT OR SERVICE FOR A PURPOSE OR IN A MANNER FOR WHICH THE PRODUCT OR SERVICE WAS NOT DESIGNED; (ii) any modification made to the product without Vendor’s written approval, ANY MODIFICATION MADE TO THE PRODUCT WITHOUT CONTRACTOR’S WRITTEN APPROVAL; (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructions, ANY MODIFICATIONS MADE TO THE PRODUCT BY THE CONTRACTOR PURSUANT TO TFC’S SPECIFIC INSTRUCTIONS; (iv) any intellectual property right owned by or licensed to TSLAC, or ANY INTELLECTUAL PROPERTY RIGHT OWNED BY OR LICENSED TO TFC; OR (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreementANY USE OF THE PRODUCT OR SERVICE BY TFC THAT IS NOT IN CONFORMITY WITH THE TERMS OF ANY APPLICABLE LICENSE CONTRACT. (c) If Vendor becomes aware of an actual or potential claimIF CONTRACTOR BECOMES AWARE OF AN ACTUAL OR POTENTIAL CLAIM, or TSLAC provides the Vendor with notice of an actual or potential claimOR TFC PROVIDES CONTRACTOR WITH NOTICE OF AN ACTUAL OR POTENTIAL CLAIM, Vendor may CONTRACTOR MAY (or in the case of an injunction against TSLACOR IN THE CASE OF AN INJUNCTION AGAINST TFC, shall) at Vendor’s sole option and expense; SHALL), AT CONTRACTOR’S SOLE OPTION AND EXPENSE: (i) procure for the Vendor the right to continue to use the affected portion of the product or service, or PROCURE FOR TFC THE RIGHT TO CONTINUE TO USE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE; OR (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in nonMODIFY OR REPLACE THE AFFECTED PORTION OF THE PRODUCT OR SERVICE WITH FUNCTIONALLY EQUIVALENT OR SUPERIOR PRODUCT OR SERVICE SO THAT TFC’S USE IS NON-infringingINFRINGING.

Infringements. a) Vendor shall indemnify and hold harmless TSLAC and the State of TexasTexas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of that a product or service acquired under this Agreement infringes any United States patents, copyrights, and trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights marks in connection with the PERFORMANCE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSECOSTS, INLCUDING ATTORNEY’S FEESDAMAGES, AND ATTORNEYS' FEES FINALLY AWARDED BY A COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT AGREED APPROVED BY VENDOR. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM OF THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification DIR-SDD-2108 made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLACCustomer’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLAC, or (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreement. c) If Vendor becomes aware of an actual or potential claim, or TSLAC provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLAC, shall) at Vendor’s sole option and expense; (i) procure for the Vendor the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-infringing.,

Infringements. a) Vendor The Subscriber shall indemnify and hold harmless TSLAC and the State promptly notify Actee of Texas, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party claims involving infringement of United States patentsinfringements, trade and service marksimitations, copyrights, trade secrets simulations or other proprietary illegal use or misuse of the Website, the Sub-Domains, the LM Concept and/or Actee’s Apps which come to the Subscriber's attention. As the sole owner of the Website, the Sub- Domains, the LM Concept and/or Actee’s Apps, Actee shall determine whether to take any action to prevent infringement, imitation, simulation or other illegal use or misuse of the Web- site, the Sub-Domains, the LM Concept and/or Actee’s Apps. If Actee elects not to take such action, the Subscriber may take such action at the Subscriber's own expense if it has received Actee's prior written approval to take such action. Actee’s written consent will only be granted if the infringement affects the Subscribers rights. In such event, and Actee shall, at the Subscriber's expense, co-operate in such action with the Subscriber. Any money recovered by way of dam- ages or otherwise with respect to such action shall be kept by the Party which bore the costs of such action; or, in any case where the Parties have shared the costs, such money shall be shared in proportion to the costs borne by each Party. Where a third party's infringement concerns the Subscriber's content on the designated Sub- Domain, it is within the sole autority of the Subscriber to initiate any measures to prevent in- fringement, imitation, simulation or other intellectual unlawful use or intangible property rights misuse of the content. The Subscriber shall render Actee reasonable assistance in connection with any matter per- taining to the PERFORMANCE OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSEprotection, INLCUDING ATTORNEY’S FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. b) Vendor shall have no liability under this section if the alleged enforcement or infringement is caused in whole or in part by: (i) use of the product Website, the Sub-Domains, the LM Concept and/or Actee’s Apps, whether in the courts, arbitration, administrative or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor’s written approval, (iii) any modifications made to the product by the Vendor pursuant to TSLAC’s specific instructions, (iv) any intellectual property right owned by or licensed to TSLACquasi- judicial agencies, or (v) any use of the product or service by TSLAC that is not in conformity with the terms of any applicable license agreementotherwise. c) If Vendor becomes aware of an actual or potential claim, or TSLAC provides the Vendor with notice of an actual or potential claim, Vendor may (or in the case of an injunction against TSLAC, shall) at Vendor’s sole option and expense; (i) procure for the Vendor the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-infringing.

Infringements. (a) Vendor ▇▇▇▇▇▇ shall indemnify and hold harmless TSLAC and the State of TexasTexas and the Texas Finance Commission, AND/OR THEIR EMPLOYEESThe Texas Department of Banking, AGENTSThe Department of Savings and Mortgage Lending, REPRESENTATIVESand The Office Of Consumer Credit Commissioner, CONTRACTORSand their officers, ASSIGNEESagents, AND/OR DESIGNEES employees, representatives, contractors, assignees, and designees from any and all third party claims involving infringement of United States patents, trademarks, copyrights, trade and service marks, copyrights, trade secrets or other proprietary rights, and any other intellectual or intangible property rights in connection with the PERFORMANCE OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACTperformances or actions of Aquila pursuant to this contract. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM▇▇▇▇▇▇ and the Finance Commission and Agencies agree to furnish timely written notice to each other of any such claim. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE, INLCUDING ATTORNEY’S FEES▇▇▇▇▇▇ shall be liable to pay all costs of defense including attorneys’ fees. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERALThe defense shall be coordinated by ▇▇▇▇▇▇ with the Office of the Attorney General when Texas state agencies are named defendants in any lawsuit and Aquila may not agree to any settlement without first obtaining the concurrence from the Office of the Attorney General. (b) Vendor Aquila shall have no liability under this section paragraph if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor▇▇▇▇▇▇’s written approval, (iii) any modifications made to the product by the Vendor Aquila pursuant to TSLAC’s the specific instructionsinstructions of the Agencies, (iv) any intellectual property right owned by or licensed to TSLACthe Agencies, or (v) any use of the product or service by TSLAC the Agencies that is not in conformity with the terms of any applicable license agreement. (c) If Vendor Aquila becomes aware of an actual or potential claim, or TSLAC provides the Vendor Agencies provide Aquila with notice of an actual or potential claim, Vendor Aquila may (or in the case of an injunction against TSLACthe Agencies, shall) ), at VendorAquila’s sole option and expense; (i) procure for the Vendor Agencies the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that TSLAC’s use in non-by the Agencies is non- infringing.