Common use of Intellectual Property Indemnification Clause in Contracts

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damagesfinally awarded damages arising from such actions or claims, including but not limited to, attorney fees. The Contractor will have no obligation under this Section 34.b if the Purchasing Entity fails to: (i) provide the Contractor written notice of the action or claim without delay, (ii) grant the Contractor sole authority and control of the defense, to the extent permitted by law, and (iii) provide the Contractor all requested information and assistance for resolving or defending the action or claim. The Contractor shall not be responsible for any compromise or settlement made by the Purchasing Entity without the Contractor’s prior written consent. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor mustmay, at the Purchasing EntityContractor’s discretion, either (i) procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or issue; (ii) replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim; or (iii) take back the allegedly infringing product and refund the Purchasing Entity’s purchase price. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by lawexclusive. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement the means, methods and arts of said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under at the sole direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.;

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor 5.1 Licensor shall indemnify; defend, to the extent permitted by the Attorney General; defend and hold Licensee, its Affiliates, officers, directors, employees, consultants and customers harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought and against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costslosses, and damages, costs and expenses (including but not limited toreasonable attorneys’ fees) arising out of or resulting from any claim, attorney feesaction, suit or proceeding alleging infringement, breach, contravention, misuse or misappropriation of any Intellectual Property Rights or proprietary rights, including, without limitation, trademarks, service, marks, patents, copyrights, trade secrets or any similar proprietary rights, based upon the Software, Source Code, Documentation, or Licensor Materials or services furnished hereunder by Licensor or based on Licensee’s (including its respective directors, officers, employees and agents) use thereof. If Licensor, at its sole cost, shall have the right to conduct the defense of any such a claim or action arisesand all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing; provided, that any such settlement or compromise shall not be made without Licensee’s consent (which consent shall not be unreasonably withheld) and shall include an unconditional release of Licensee from all liability arising out of or in relation to such action and any transactions or conduct in connection therewith. 5.2 If any Software, Source Code, Documentation and/or Licensor Materials or services become, or in the Contractor’s or the Purchasing EntityLicensor’s opinion is are likely to arisebecome, the Contractor mustsubject of any such claim or action, then, Licensor, at the Purchasing Entity’s discretionits sole expense, either may either: (i) procure for the Purchasing Entity Licensee the right or license to use continue using the intellectual property rights at issue or replace or same as contemplated hereunder; (ii) modify the allegedly same to render the same non-infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies (provided by law. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is does not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) adversely affect Licensee’s use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by hereunder); or (iii) replace the Contract or otherwise authorized by the Contractor in writingsame with equally suitable, functionally equivalent, compatible, non-infringing Software, Documentation, Licensor Materials and/or services.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing EntityIndemnified Party, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity Indemnified Party to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the Purchasing EntityIndemnified Party’s opinion is likely to arise, the Contractor must, at the Purchasing EntityIndemnified Party’s discretion, either procure for the Purchasing Entity Indemnified Party the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity Indemnified Party will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing EntityIndemnified Party, and where the Purchasing Entity Indemnified Party has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity Indemnified Party has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity Indemnified Party modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit AA., the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any third-party action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, reasonable attorney fees. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other DocuSign Envelope ID: F95706BF-7282-4AB8-B0D8-6298E823225C products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing EntityGigamon will, at the Contractor’s its cost and expense, from (i) have the right to intervene to defend any action or claim brought against Customer by an unaffiliated third party alleging that the Purchasing Entity Product infringes such third party’s copyright, patent or trademark rights, and (ii) pay any settlement of such claim or any damages finally awarded to such third party by a court of competent jurisdiction as a result of such claim. Gigamon’s obligations above are conditioned on Customer notifying Gigamon promptly in writing of the extent that it claim or threat thereof and giving Gigamon sole control and authority over, and information for and assistance with, the defense and settlement thereof. Gigamon will have no liability for any claim based upon (a) the combination, operation or use of any Product supplied hereunder with equipment, devices or software not supplied by Gigamon; (b) alteration or modification of any Products; (c) the failure to install any update or revision made available by Gigamon; or (d) Gigamon's compliance with Customer’s specifications, designs, or instructions. Customer may participate in the defense or settlement of any claim at its cost. If an injunction or order is based on obtained against Customer’s use of any Product by reason of such allegations of infringement, Gigamon will, (or if in Gigamon’s reasonable opinion the Product is likely to become the subject of a claim of infringement, Gigamon may), at its expense: (1) procure the right to allow Customer to continue to use the applicable Product; (2) replace the applicable Product with a non- infringing functionally equivalent product at no cost to Customer, (3) modify the applicable Product or take other action so that all the applicable Product becomes non-infringing; or part (4) if none of the works or documents infringe foregoing remedies are commercially practical, terminate this Agreement, and, upon Gigamon’s receipt of the intellectual property rights infringing Product from Customer, refund the applicable fees for such Product received by Gigamon subject to straight-line depreciation over a three (3) year period from purchase. THE FOREGOING STATES THE ENTIRE OBLIGATION OF GIGAMON AND CUSTOMER’S SOLE REMEDY WITH RESPECT TO INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND. Nothing contained herein shall be construed in derogation of others. The Contractor will be responsible for payment the U.S. Department of Justice’s right to defend any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arisesbrought against the U.S., or in the Contractor’s or the Purchasing Entity’s opinion is likely pursuant to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under this its jurisdictional statute 28 U.S.C. section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing516.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit ALicensor will defend and indemnify Licensee from all third-party claims, suits or proceedings (each, an “Action”) that the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action Hosted Service infringes or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon misappropriates the intellectual property rights of otherssuch third party. The Contractor will be responsible for payment Licensee may elect to participate in any such action with an attorney of any its own choice and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. at its own expense. a. If such a claim or action arisesthe Hosted Service is, or in the Contractor’s or the Purchasing EntityLicensor’s opinion is likely might be, held to arise, the Contractor must, at the Purchasing Entityinfringe or misappropriate a third party’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace other proprietary rights, Licensor will: (i) repair or modify the allegedly infringing works Hosted Service so it is non-infringing, (ii) replace such Hosted Service with a non-infringing version substantially similar in functionality, or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate (iii) procure the right for Licensee to obviate continue the infringement claimuse of such Hosted Service. This remedy If (i), (ii) or (iii) are not commercially feasible, Licensee shall terminate its use of the Purchasing Entity will be Hosted Service and Licensor shall issue a prorated refund of any unused fees paid by Licensee to Licensor for such Hosted Service under the applicable purchase order. b. The indemnity obligations described in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor this Section 17 will not be liable under this section apply to the extent the misappropriation or infringement was caused by: arises as a result of (1) Contractor modification modifications to the Hosted Service made by any party other than Licensor or Licensor’s authorized representative; (2) use of the infringing material where such modification is made specifically for the Purchasing EntityHosted Service in combination with other software or systems Licensor did not provide, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modificationsmisappropriation or infringement would not have occurred but for such combination; 2(3) Purchasing Entity modification use of a superseded or altered release of the infringing material where such modification is not made under Hosted Service, if the direction misappropriation or infringement would have been avoided by the use of Contractor; 3) Use a current, unaltered release of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writingHosted Service; (4) use of the Deliverables or the System in combination, operation, or use with other products in a manner Hosted Service other than as contemplated by in accordance with the Contract applicable documentation and this Agreement; or otherwise authorized by the Contractor (5) any materials or information Licensee provided to Licensor. Licensee shall be solely responsible for, and shall defend Licensor against, any third party claims described in writingthis paragraph. c. The indemnification obligations this Section 17 state Licensor’s entire liability and Licensee’s sole and exclusive remedy for alleged and actual intellectual property infringement.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor a) Akamai shall indemnify; defend, indemnify and hold Customer harmless from and against any claim made, or any suit or proceeding brought against Customer, but only to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on an allegation that Software furnished hereunder directly infringes an issued patent or other intellectual property right under the laws of a claim country in which the Software is actually provided to Customer. If Software is held to infringe and the use enjoined, Akamai shall have the option, at its own expense, to procure for Customer the right to continue using the Software; or replace same with a non-infringing software; or modify such Software so that all or part it becomes non-infringing. If Akamai is unable to provide one of the works foregoing remedies, Customer may terminate the Transaction Document for the applicable Software without termination charge upon written notice to Akamai. Akamai shall have no liability for any infringement of patents, copyrights, or documents infringe upon other intellectual property rights resulting from any Customer content or applications, use of the Software other than as specified in relevant Akamai documentation, the use or combination of the Software with any hardware, software, products, applications, data or other materials not specified or provided by Akamai, Customer’s continuing allegedly infringing activities after being notified thereof, or to the extent the claims arise from products or services not supplied by Akamai. This Section 11 states Customer’s sole and exclusive remedy in the event that the Software infringes the intellectual property rights of others. any third party. b) The Contractor will be responsible for payment Customer shall (i) promptly notify Akamai in writing of any and all such claims, demands, obligations, liabilities, costsclaim or proceeding for which indemnity is claimed, and damages(ii) allow Akamai solely to control the defense of any claim, including but suit or proceeding. Akamai shall not limited to, attorney fees. If such a claim enter into any settlement that imposes liability or action arises, or in obligations on the Contractorindemnified party without obtaining the indemnified party’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writingprior written consent.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a 17.1 Distributor agrees that OxySure® has the right to, and OxySure® agrees that it will, at its sole cost and expense, defend or at its option, settle any claim, suit, proceeding, or other action brought against Distributor or its Customers for infringement of Exhibit Aany United States copyright, the Contractor shall indemnify; defendtrademark, or other United States intellectual property right related to the extent permitted by the Attorney General; and hold harmless the Purchasing EntityProducts or their use, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity subject to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of otherslimitations set forth in Sections 17.2 and 17.3. The Contractor will be responsible for payment OxySure® shall have sole control of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney feesproceeding or settlement negotiations in order to be held liable. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor OxySure® will not be liable for any costs, settlements or expenses incurred without its prior written authorization. OxySure® will pay any final judgment entered against Distributor or its Customers based on such infringement provided OxySure® had sole and complete control of the proceeding. 17.2 OxySure® will be relieved of its obligations under this section Section 17.1 unless Distributor or its Customers notify OxySure®, in writing, of such action, within three (3) days of its receipt of notice of same and gives OxySure® full information and assistance to settle and/or defend any such action. If relieved of its obligation under Section 17.1, OxySure® may assume such obligation upon written notice to the Distributor. 17.3 OxySure® assumes no liability for, and Distributor agrees to indemnify and hold OxySure® harmless to the same extent as that indemnification identified in Section 17.1, for: (a) any infringements covering completed equipment or any assembly, combination, or method in which any of the Products may be used, but not covering such Products standing alone; or (b) any trademark infringement was caused by: 1involving any marketing or branding not applied by OxySure® or involving any marking or branding applied at the request of Distributor; or (c) Contractor any modification of the infringing material where Products unless such modification is was made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writingOxySure®.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, SA and Contractor each agree to defend the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from other against any action or claim brought against the Purchasing Entity to the extent that it such action is based on a claim that all SA Software, in the case of SA, and the Contractor Software or part the Services in the case of Contractor, (a) infringes a copyright, (b) infringes a patent granted under applicable law, (c) infringes a trademark under applicable law and the goodwill of the works business connected with the user of and symbolized by the trademark of (d) constitutes an unlawful disclosure, use or documents infringe upon the intellectual property rights misappropriation of othersanother party’s trade secret or any other proprietary right. The Contractor indemnitor will be responsible for payment bear the expense of such defense and pay any damages and all attorneys’ fees that are attributable to such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney feesclaim finally awarded by a court of competent jurisdiction. If such any Software becomes the subject of a claim or action arisesunder this Section, or in the Contractor’s or the Purchasing Entityindemnitor’s opinion is likely to arisebecome the subject of such a claim, then the Contractor mustindemnitor may, at its option, (a) modify the Purchasing EntitySoftware to make it non-infringing or cure any claimed misuse of another’s discretiontrade secret, either provided such modification does not adversely affect the functionality of the Software, or (b) procure for the Purchasing Entity indemnitee the right to continue using the Software, or license to use (c) replace the intellectual property rights at issue Software with substantially equivalent Software that is non-infringing or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claimthat is free of claimed misuse of another’s trade secret. This remedy Any costs associated with implementing any of the Purchasing Entity will above alternatives shall be in addition borne by the indemnitor. With respect to and not exclusive of any Software provided or developed by a party pursuant to a SOW, such party shall have no liability to the other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under this section party (a) to the extent that any claim of infringement is based solely upon the infringement was caused by: 1) Contractor modification use of the infringing material where such modification is made specifically for the Purchasing EntitySoftware in connection or in combination with equipment, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is devices or Software not made under the direction of Contractor; 3) Use of the Deliverables supplied by that party or the System used in a manner for which the Software was not contemplated designed, (b) for infringements that arise solely as a result of the implementation by this Contract or as otherwise authorized that party of functionality requirements presented by the Contractor in writing; 4other party where there is no non-infringing alternative to such implementation, and the other party has been so advised by that party prior to implementation,... and (c) use of for maintenance, modifications,.. updates, enhancements and improvements to the Deliverables or the System in combination, operation, or use with other products in a manner Software made by any party other than as contemplated by the Contract or otherwise authorized by the Contractor in writingthat party.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, (a) ACS Defense. Visionex agrees that ACS has the Contractor shall indemnify; right to defend, or at its option to settle, and ACS agrees, at its own expense, to defend or at its option to settle, any claim, suit or proceeding brought against Visionex by any third party for infringement of any patent, trademark or other intellectual property rights by the Products. ACS shall have sole control of any such action or settlement negotiations, and ACS agrees to pay, subject to the extent permitted by limitations hereinafter set forth and those contained in the Attorney General; last two (2) sentences of Article 10 herein, to indemnify and hold harmless the Purchasing EntityVisionex, and to pay reasonable fees of attorneys and other professionals incurred in defending, and any final judgment entered against Visionex on such issue in any such claim, suit or proceeding defended by ACS. Visionex agrees that ACS, at its sole option, shall be relieved of the Contractor’s foregoing obligations unless Visionex (i) notifies ACS promptly in writing of such claim, suit or proceeding; (ii) gives ACS authority to proceed as contemplated herein; and (iii) at ACS' expense, from gives ACS proper and full information and assistance to settle or defend any action such claim, suit or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible proceeding for payment infringement of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by lawpatent. Notwithstanding the foregoing, Contractor will ACS shall not be liable under for any costs or expenses incurred without its prior written authorization. Notwithstanding the provisions of this section to Article 13, ACS assumes no infringement liability for (x) combination of Products with other products not provided by ACS, which infringement would not arise from such Products standing alone, or (y) the extent the infringement was caused by: 1) Contractor modification of the infringing material Products, where such modification infringement would not have occurred but for such modifications. (b) ACS Remedy. Notwithstanding the foregoing, if it is made specifically for adjudicatively determined that any Product infringes, or in ACS' sole opinion, may be found to infringe a third party's patent, or if the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables sale or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables Products is, as a result, enjoined, then ACS may, at its option and expense, either: (i) procure for Visionex the right under such patent to sell or use, as appropriate, the System in combination, operation, Products; or use (ii) replace the Products with other products non-infringing functionally equivalent products; or (iii) modify the Products to make the Products functionally equivalent and non-infringing; or (iv) if the use of the Products is prevented by injunction, discontinue Product sales under the Agreement and remove any Products in a manner other than as contemplated Visionex's inventory and refund the aggregate payments paid therefor by the Contract or otherwise authorized by the Contractor in writingVisionex.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A6.1 Except for the limited license rights granted hereunder, the Contractor shall indemnify; defendtitle, ownership rights and all intellectual property rights in and to the extent permitted Software shall remain the sole and exclusive property of Supplier and its licensors. 6.2 Supplier will defend Ordering Activity against any third- party claim Ordering Activity that Ordering Activity’s use of the Software in accordance with the terms herein infringes or misappropriates any patent subsisting, copyright, trademark or trade secret provided that Ordering Activity reasonably cooperates with Supplier in connection with such claim and allows Supplier to control the defense and all related settlement negotiations. Supplier will pay such damages or costs as are finally awarded against or agreed to by Supplier in settlement for such claim. Nothing contained herein shall be construed in derogation of the Attorney General; and hold harmless the Purchasing Entity, at the ContractorU.S. Department of Justice’s expense, from right to defend any claim or action or claim brought against the Purchasing Entity U.S., pursuant to its jurisdictional statute 28 U.S.C. §516 6.3 If an injunction is sought or obtained against Ordering Activity’s use of the Software as a result of a third party infringement claim, Supplier may, at its sole option and expense, (i) procure for Ordering Activity the right to continue using the affected Software, (ii) replace or modify the affected Software with functionally equivalent software so that it does not infringe, or, if either (i) or (ii) is not commercially feasible, (iii) terminate the Subscription and refund the Subscription fee received from Ordering Activity for the affected Software less a pro-rated amountfor the remainder of the unused Subscription . 6.4 Supplier shall have no liability for any third party claim of infringement based upon (i) use of other than the then current, unaltered version of the applicable Software, unless the infringing portion is also in the then current, unaltered release; (ii) use, operation or combination of the applicable Software with non-Supplier programs, data, equipment or documentation if such infringement would have been avoided but for such use, operation or combination; or (iii) any third party software. The foregoing constitutes the entire liability of Supplier, and Ordering Activity’s sole and exclusive remedy with respect to any third-party claims of infringement of such intellectual property rights. 6.5 All rights, titles and interest, including moral rights in intellectual property to or arising from any Professional Services such as but not limted to analyses, designs, documentation, reports, offers, software, and any preparatory material belonging thereto or other materials developed or provided under this Order shall solely be owned by XebiaLabs or its licensors. XebiaLabs grants to Ordering Activity a non-exclusive, non-(sub)licensable, non- transferable right to use the Professional Services, or other materials developed or provided under this Order during the applicable Subscription term and solely in connection with the Software, subject to the extent that it is based on a claim that restrictions as specified in the Order, to be used only for Ordering Activity’s internal business purposes, provided all or part agreed fees have been paid by Ordering Activity. Any other use of the works Professional Services is strictly prohibited. Nothing contained in this Order shall be construed as conferring, by implication, estoppel or documents infringe upon the intellectual property otherwise, any license or other right except when licenses and rights of othersare expressly granted in this Order. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damagesAny other use, including but not limited toto by way of resale, attorney fees. If such a claim or action arisesrenting, or in the Contractor’s or the Purchasing Entity’s opinion is likely to ariseoutsourcing, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract leasing or otherwise authorized by the Contractor in writingis prohibited.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, indemnify the Indemnified Party by defending (to the extent permitted by the Attorney General; and hold harmless ) the Purchasing EntityIndemnified Party, at the Contractor’s expense, from any action or claim (and paying all related damages and settlement payments, including attorney’s fees, that a court finally awards or are included in a settlement approved by contractor) brought against the Purchasing Entity Indemnified Party by a third party to the extent that it is based on a claim that all or part of the works a Contractor-product infringes upon a patent or documents infringe upon the intellectual property rights copyright of others. The , provided that the Indemnified Party promptly (i) notifies Contractor will be responsible for payment in writing of any and all such claimsthe claim, demands, obligations, liabilities, costs(ii) supplies information requested by Contractor, and damages(iii) allows Contractor to control, and reasonably cooperates in, the defense and settlement, including but not limited to, attorney feesmitigation efforts. If such a claim or action arises, or in the Contractor’s or the Purchasing EntityIndemnified Party’s opinion is likely to arise, the Contractor mustmay, at the Purchasing Entity’s its discretion, either procure for to (i) enable the Purchasing Entity the right or license Indemnified Party to continue to use the intellectual property rights product, (ii) replace the product with one that is at issue least functionally equivalent or replace or (iii) modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate remedy the infringement claim. This intellectual property section states Contractor’s entire obligation to Indemnified Party and Indemnified Party’s exclusive remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by lawregarding any third party intellectual property claims. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing EntityIndemnified Party, and where the Purchasing Entity Indemnified Party has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity Indemnified Party modification of the infringing material where such modification is not made under the direction of Contractormaterial; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit AItron will indemnify, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless and defend DLC, its directors, officers, employees and agents from and against all Losses that DLC reasonably incurs in connection with any third party claim that any Compliant System Component, Software or Software Release provided by Itron under this Agreement infringes or misappropriates the Purchasing EntityU.S. copyright, trade secret or trademark rights of a third party (“Infringing Material”). If the use of any Infringing Material is enjoined by a court of competent jurisdiction, Itron shall, at the ContractorItron’s option and sole cost and expense, from any action or claim brought against either (a) procure for DLC the Purchasing Entity right to the extent that it is based on a claim that all or part continue use of the works Infringing Material, (b) replace the Infringing Material with material that is substantially similar in functionality and performance, but noninfringing, (c) modify the Infringing Material to eliminate the infringement or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arisesmisappropriation, or (d) terminate the enjoined activity with an appropriate reduction in the Contractor’s or the Purchasing Entity’s opinion is likely Annual Fee; provided, however, that such termination and reduction shall not excuse Itron from performance of its obligations pursuant to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claimits Agreement. This remedy of the Purchasing Entity Itron will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable have no liability under this section for (i) any infringement or misappropriation due to the extent the infringement was caused by: 1) Contractor any repair, maintenance, service modification to or alteration of the infringing material where such modification is made specifically for Fixed Network performed by any personnel other than Itron personnel (including its employees, agents and contractors) or Itron-trained DLC personnel (including its employees, agents and contractors) after the Purchasing Entity, and where Effective Date which has not been approved by Itron as required by the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modificationsterms of this Agreement; 2or (ii) Purchasing Entity modification any combination of the infringing Fixed Network in whole or in part with any material where such modification is or software not made under included in the direction of Contractor; 3) Use of the Deliverables Fixed Network which has not been installed by Itron personnel or the System in a manner Itron-trained DLC personnel and which has not contemplated been approved by this Contract or Itron as otherwise authorized required by the Contractor in writing; 4) use terms of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writingthis Agreement.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from defend or settle any action or third party claim brought against the Purchasing Entity Indemnified Party to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights or violate any patent, copyright, trade secret, or trademark of othersany third party. The Contractor will be responsible for payment Contractor, at its own expense, shall defend to the extent permitted by the Indemnified Party’s laws, the Indemnified Party against any loss, cost, expense, or liability (including legal fees) arising out of any and all such claims, demandswhether or not such claim is successful against the Indemnified Party, obligations, liabilities, costs, provided that Indemnified Party: (a) promptly notifies Contractor in writing of the claim; (b) provides information and damages, including but assistance to Contractor to defend such IP Claim; and (c) provides Contractor with sole control of the defense or settlement negotiations unless the Indemnified Party’s law requires approval for a third party to defend the Indemnified Party and such approval is not limited to, attorney feesreceived. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414BF4B4936-136E-413E-907B8E51-A408CF7AA97C documents as necessary and appropriate 4BC4-A663-96CA64FAF922 instructions or technical information furnished by or on behalf of Indemnified Party; (b) Product modifications made by or on behalf of Indemnified Party without Contractor's authorization; (c) Indemnified Party's failure to obviate the infringement claim. This remedy upgrade or use a new version of the Purchasing Entity will be in addition Product, to and not exclusive of other remedies provided make a change or modification requested by law. Notwithstanding Contractor, or to cease using the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has Product if requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of by Contractor; 3(d) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writingthird party branded products; 4(e) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing; or (f) any content or information stored on or used by Indemnified Party or a third party in connection with a Product. This Section states Contractor's entire liability and Indemnified Party's sole and exclusive remedies for claims of infringement.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, (a) With respect to the extent permitted by Enphase Products, excluding any [***] or any combination of a [***] with an Enphase Product which may be developed under this Agreement, and to the Attorney General; knowledge of Enphase’s executives as of the Effective Date, Enphase represents and warrants that, as of the Effective Date, neither the Enphase Products nor their use infringes a third party’s patents, proprietary rights, trade secrets and/or copyrights. (b) Enphase agrees to indemnify, hold harmless the Purchasing Entityharmless, and defend at the Contractor’s expense, from its own expense Akeena for any liability suffered or incurred as a result of any third-party patent infringement action or claim brought against the Purchasing Entity Akeena to the extent that it is based on a claim that all or part use of the works or documents infringe upon Enphase Products infringes the intellectual property rights patents of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, coststhird party, and damages, including but not limited to, attorney fees. If will reimburse any reasonable costs incurred by Akeena in any such a actions which are attributable to the portion of such claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely relating to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by lawEnphase Products. Notwithstanding the foregoing, Contractor will this Section 15.2 shall not be liable under this section apply to, and Enphase shall have no liability to the extent that a claim arises out of, (i) any claim indemnified by the infringement was caused by: 1Akeena under Section 15.2(d), (ii) Contractor any Akeena product, the Combined Product (other than the Enphase Product integrated therein),or the combination of any Akeena product with any equipment or device that does not integrate an Enphase Product, (iii) any modification of any Enphase Product by Akeena or another Approved Purchaser or an End Use Customer after the Enphase Products are delivered to Akeena or another Approved Purchaser, unless Enphase expressly and specifically approved or directed such modification in writing, or (iv) Akeena’s failure to install or have installed changes, revisions or updates applicable to Enphase Products as instructed in writing by Enphase. Furthermore, in the event of any such claim, then Enphase may at its option either modify the Enphase Product to make it non-infringing or procure a license to avoid such infringement. If none of the foregoing options are feasible in the opinion of Enphase, Enphase may immediately terminate any Purchase Orders for the infringing material where such modification is made specifically Enphase Product (or if all Enphase Products are infringing, Enphase may immediately terminate all Purchase Orders for the Purchasing Entityinfringing Enphase Products and terminate this Agreement) upon notice in writing to Akeena. (c) With respect to the Andalay solar panels as configured as of the Effective Date (i.e., excluding any [***] or other [***] thereof which may be developed under this Agreement), and where to the Purchasing Entity has set forth the specific manner in which the modifications shall be made, knowledge of Akeena’s executives as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is Effective Date, Akeena represents and warrants that Akeena has not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) received written notice from any third party claiming that use of the Deliverables Andalay solar panels (as configured as of the Effective Date) would infringe the United States patents of such third party. (d) Akeena agrees to indemnify, hold harmless, and defend at its own expense Enphase for any liability suffered or incurred as a result of any third-party patent infringement action brought against Enphase to the System extent that it is based on a claim that use of the Andalay solar panels or any [***] or other [***] thereof which may be developed under this Agreement infringes the patents of such third party, and will reimburse any reasonable costs incurred by Enphase in combinationany such actions which are attributable to the portion of such claim relating to Andalay solar panels or any [***] or other [***] thereof which may be developed under this Agreement. Notwithstanding the foregoing, operationthis Section 15.2(d) shall not apply to, or use with other products in and Akeena shall have no liability to the extent that a manner other than as contemplated claim arises out of, any claim indemnified by the Contract or otherwise authorized by the Contractor in writingEnphase under Section 15.2(b).

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; (a) Telocity's Indemnity. Telocity agrees to defend, to the extent permitted by the Attorney General; indemnify, and hold GE harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought and against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claimsdamages, demands, obligationscosts, liabilities, costsexpenses, and damagessettlement amounts incurred in connection with any suit, including but not limited to, attorney fees. If such a claim or action arisesclaim, or in the Contractor’s proceeding brought by any third party arising out of infringement by Telocity Equipment (including software) of any copyright, trade secret, patent right, or the Purchasing Entity’s opinion is likely to arise, the Contractor mustother Intellectual Property right of any third party. Telocity may, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary its option and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be expense (in addition to fulfilling its indemnity obligations above): (a) replace the Telocity Equipment with substantially equivalent goods that do not infringe; (b) modify the Telocity Equipment so that they no longer infringes but remains substantially equivalent; (c) if the Telocity equipment cannot be replaced or modified, obtain for GE the right to continue its license rights to the Telocity Equipment at no additional charge to GE; or (d) if none of the foregoing is reasonably available, terminate GE's license to such Telocity Equipment, provided that if Telocity terminates GE's license, then Telocity shall be liable to GE for the commercially reasonable costs incurred by GE in procuring alternative equipment and not exclusive of other remedies services similar to those provided by lawTelocity under this Agreement. Notwithstanding the foregoing, Contractor Telocity will not be liable under this section to for claims based upon: (a) the extent the infringement was caused by: 1) Contractor modification use or combination of the infringing material where such modification is made specifically Telocity Equipment with software, hardware, products, methods, processes, or other materials not provided by Telocity (except for the Purchasing EntityMinimum System Requirements specified in Exhibit C) if infringement would not have occurred in the absence of such combination; (b) any marking or branding not applied by Telocity (or at the request or with the approval of Telocity); or (c) any use of an altered or modified version of the Telocity Equipment (unless Telocity has approved such alteration or modification) if infringement would not have occurred but for the alteration or modification. THIS SECTION STATES TELOCITY'S SOLE AND EXCLUSIVE OBLIGATION WITH RESPECT TO INFRINGEMENT CLAIMS. (b) GE's Indemnity. GE agrees to defend, indemnify, and where hold Telocity harmless from and against any and all damages, costs, liabilities, expenses, and settlement amounts incurred in connection with any suit, claim, or proceeding brought by any third party arising out of infringement by Telocity Equipment (including software) of any copyright, trade secret, patent right, or other Intellectual Property right of any third party based upon: (a) the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification use or combination of the infringing material where Telocity Equipment with software, hardware, products, methods, processes, or other materials not provided by Telocity (except for the Minimum System Requirements specified in Exhibit C), but provided by GE, its Telecommuters, Affiliates, or Affinity Users if infringement would not have occurred in the absence of such modification is combination; (b) any marking or branding not made under applied by Telocity (or at the direction request or with the approval of ContractorTelocity) but provided by GE, its Telecommuters, Affiliates, or Affinity Users; 3(c) Use any use of an altered or modified version of the Deliverables Telocity Equipment (unless Telocity has approved such alteration or modification) if infringement would not have occurred but for the System in a manner not contemplated alteration or modification by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combinationGE, operationits Telecommuters, Affiliates, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writingAffinity Users. THIS SECTION STATES GE's SOLE AND EXCLUSIVE OBLIGATION WITH RESPECT TO INFRINGEMENT CLAIMS.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s reasonable opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; 11.1 Transmeta agrees to defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s its sole expense, from any action or claim brought lawsuits against the Purchasing Entity to the extent that it is AMD based on a claim that any Contract Product infringes any patent, mask works, trade dress, trademark, or copyright, or misappropriates any trade secrets, and to pay any costs and damages finally awarded in any such lawsuit against AMD, provided that AMD: (a) notifies Transmeta in writing within thirty (30) days of becoming aware of such suit; (b) provides Transmeta with reasonable and available information and assistance for the defense of such lawsuit; (c) grants Transmeta the sole right to defend and settle such claims in accordance with this Section. 11.2 If the use or sale of any Contract Products is enjoined as a result of such suit, Transmeta, at its option and at no expense to AMD, shall obtain for AMD: (i) the right to continue to use and sell the Contract Product(s); (ii) substitute equivalent and non-infringing product(s) acceptable to AMD and extend this indemnity thereto; or (iii) failing all or part reasonable attempts at (i) and (ii), shall accept the return of any Contract Products and reimburse AMD for the works or documents infringe upon the intellectual property rights full price thereof. 11.3 THE FOREGOING PROVISIONS OF THIS SECTION 11 SET FORTH TRANSMETA’S SOLE AND EXCLUSIVE LIABILITY AND AMD’S SOLE AND * * * Confidential treatment has been requested for portions of othersthis exhibit. The Contractor will be responsible for payment copy filed herewith omits the information subject to the confidential request. Omissions are designated as [* * *]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND. 11.4 AMD agrees to defend, at its sole expense, any and all such claims, demands, obligations, liabilities, costslawsuits against Transmeta based on a claim arising from AMD’s breach of its obligations under Section 1.5 or any misrepresentation made by AMD with respect to Transmeta or the Contract Product, and damagesto pay any costs and damages finally awarded in any such lawsuit against Transmeta, including but not limited to, attorney fees. If provided that Transmeta (a) notifies AMD in writing within thirty (30) days of becoming aware of such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure suit; (b) provides AMD with reasonable and available information and assistance for the Purchasing Entity defense of such lawsuit; (c) grants AMD the sole right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary defend and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be settle such claims in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under accordance with this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writingSection.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a For the purposes of Exhibit Athis Section 12.2, “Material” shall mean any information, design, specification, instruction, software, service, data, hardware, or material provided by a Party. The term “Material” defined above does not include Separately Licensed Third-Party Technology. If a third party makes a claim against Customer that any Material of the Software, or any component thereof, infringes such third party’s intellectual property rights, Adlib, at its sole cost and expense, will defend Customer against the claim and indemnify Customer from the damages, liabilities, costs and expenses awarded by a court of competent jurisdiction to the third party claiming infringement. Adlib, at its sole discretion, may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a right or subscription to allow for continued use by Customer, or if these alternatives are not commercially reasonable, Adlib may end the right or subscription for, and, where applicable, require return of, the Contractor shall indemnify; defendapplicable Material and refund any unused, prepaid fees Customer may have paid to the extent permitted by the Attorney General; and hold harmless the Purchasing EntityAdlib for such Material. If such return materially affects Adlib’s ability to meet its obligations under this Agreement, then Adlib may, at its option and upon 30 days’ prior notice, terminate this Agreement. Adlib will not indemnify Customer if Customer: (a) alters the Contractor’s expenseMaterial or uses it outside the specified scope of use, from any action (b) uses a version of the Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was made available to Customer, or claim brought against (c) continues to use the Purchasing Entity applicable Material after the end of the right or subscription to use that Material. Adlib will not indemnify Customer to the extent that it an infringement claim is based on a claim upon any information, design, specification, instruction, software, service, data, hardware or material not furnished by Adlib. Solely with respect to Separately Licensed Third Party Technology that all or is part of the works Software and that is used: (a) in unmodified form; (b) as part of or documents infringe upon the intellectual property rights of others. The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license as required to use the intellectual property rights at issue or replace or modify Software; and (c) in accordance with the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary usage grant for the relevant Software and appropriate to obviate the all other terms and conditions of this Agreement, Adlib will indemnify Customer for infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under this section claims for Separately Licensed Third Party Technology to the same extent the as Adlib is required to provide infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically indemnification for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made Materials under the direction terms of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writingAgreement.

Intellectual Property Indemnification. Notwithstanding Paragraph 34.a Iteris shall indemnify and hold harmless Purchaser from loss, damage or liability for infringement of Exhibit A, the Contractor shall indemnify; defend, a United States (U.S.) patent or U.S. copyright ("Intellectual Property") to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part arising out of the works distribution or documents infringe upon use of Iteris Products as delivered to Purchaser by Iteris hereunder (the intellectual property rights “IP Indemnity”); provided that Purchaser notifies Iteris in writing within ten (10) days of others. The Contractor will be responsible for payment Purchaser's first notice of any an infringement claim, threat or suit ("Infringement Claim") and all fully cooperates with Iteris in the defense of such claims, demands, obligations, liabilities, costs, Infringement Claim and damagesthe avoidance of infringement by, including but not limited to, attorney feesproviding Iteris any requested authority, information, and assistance necessary. If such a claim or action arisesIteris shall be entitled, or in at its election, to assume the Contractor’s defense of any Infringement Claim. The foregoing Indemnity shall not apply when normally non-infringing Iteris Products are rendered infringing by (i) alteration of Iteris Products or the Purchasing Entity’s opinion is likely to ariseoperation thereof, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right not by Iteris or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law. Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise duly authorized by the Contractor Iteris in writing; 4, (ii) use of the Deliverables or the System Iteris Products in combinationcombination with other products, operationsoftware, or services, (iii) Iteris’ modification of its Products in compliance with the Purchaser's specifications or instructions, or (iv) Purchaser’s failure to use with other products and implement instructions provided by Iteris in a writing that would have rendered the Iteris Product non-infringing after reasonable time after receipt by Purchaser and before actual infringement. Iteris shall have the right to resolve any Infringement Claim in the manner other than it deems appropriate, including, but not limited to, (i) obtaining a license from the owner of the alleged infringed Intellectual Property or (ii) modifying or replacing the alleged infringing Product with non-infringing Product. In the event that neither (i) or (ii) are commercially possible, then Iteris shall have the right to rescind the purchase of the affected portions of the Products and to refund the Purchaser with a pro rata amount of monies paid for such affected Products. The foregoing IP Indemnity shall not extend to claims based on infringement of Intellectual Property outside the United States of America. Iteris’ sole obligation and liability to Purchaser with respect to indemnification of claims shall be as contemplated by the Contract or otherwise authorized by the Contractor set forth in writingthis paragraph and specifically excludes indemnification for consequential damages, incidental damages, punitive damages, and attorneys' fees.