Common use of INTELLECTUAL PROPERTY INDEMNITY Clause in Contracts

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall12.1 Except as hereinafter limited, LMF shall defend at its is own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless indemnify BAXS from and against any claim(s) brought against Customer by liability arising out of any claim that any LDI Detector purchased hereunder infringes a valid patent or is in violation or infringement of any copyright, trade secret, or other proprietary rights of third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patentsparties, provided that Customer gives MSC: (i) prompt BAXS shall have promptly given LMF timely written notice of such claim; (ii) thereof and reasonable cooperation, information and assistance in connection therewith, and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC LMF shall have no liability for any infringement arising from: (i) the integration or combination of the Software together sole control and authority with other softwarerespect to defense, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomessettlement, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC compromise thereof. BAXS may, at its sole option and expense, either: (i) substitute non-infringing software participate in the defense and settlement of substantially similar functionalityany such claim or liability under this Agreement; (ii) modify however, if BAXS agrees to a settlement of such claim or liability without the infringing Software so that it written consent of LMF, LMF shall have no longer infringes but remains substantially similar obligation to indemnify BAXS in functionally; (iii) obtain for Customerconnection with such settlement. Should LDI Detectors delivered hereunder become or, in LMF's opinion, be likely to become the subject of such a claim LMF may, at MSC's expenseits option, either procure for BAXS the right to continue using such LDI Detectors or replace or modify the LDI Detectors so that they become non-infringing or refund a pro-rata amount of the purchase price paid by BAXS based on a 36 month straight amortization. 12.2 LMF will not indemnify or hold harmless BAXS if an infringement occurs due to: 12.2.1 modification or alteration of the LDI Detector not performed or authorized by LMF; 12.2.2 use of such Software; or (iv) if none the LDI Detector for other than its intended purpose in the Field of X-Ray Diffraction; 12.2.3 Combination of the foregoing is commercially feasible, MSC will take back LDI Detector with other products not supplied by LMF; or 12.2.4 adherence to BAXS' specifications other than the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actionsSpecifications. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized authorised by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall8.1. Subject to the limitations set forth in this Section 8 Diamanti shall defend or, at its own expense and subject to the terms of this Agreement indemnifyoption, defend settle any claim or action against Customer and hold Customer harmless from any and against any claim(sall liabilities, damages, expenses, settlements and costs (including reasonable attorneys’ fees) brought finally awarded against Customer or reached in a settlement by Diamanti on Customer’s behalf, arising from or occurring as a result of any third party claim or action alleging that the Software on Equipment infringes any United States patent or any portion thereof as furnished copyright. 8.2. Diamanti’s obligation to indemnify Customer under this Agreement and used within the scope of the licenses granted Section 8 shall be subject to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSCCustomer: (i) prompt written notice promptly notifying Diamanti in writing of such claimfirst learning of the claim or action giving rise to the indemnity; (ii) assistance providing Diamanti with sole and information reasonably requested by MSCexclusive control over the defense and/or settlement of such action or claim; and (iii) the sole authority providing Diamanti with proper and full information and reasonable assistance to defend and and/or settle any such claimclaim or action. 13.2 Notwithstanding the provision of Section 13.1Diamanti shall not be responsible for indemnifying Customer with respect to costs incurred, MSC shall or amounts paid in any settlement, unless Diamanti approved such costs or settlements in advance. 8.3. Diamanti will have no liability under this Section 8 for any infringement arising from: claim or action where such claim or action results from (i) the integration combination, operation or combination use of the Software together with hardware or software other software, materials or products not integrated or combined by MSC, if than the infringement would have been avoided in the absence of such integration or combinationEquipment with which it was installed; (ii) the use of other than a current unaltered release modification of the Software available from MSC, if the infringement would have been avoided or Equipment unless such modification was made or authorized by the use of the then-current releaseDiamanti; or (iii) modifications compliance with Customer’s designs, specifications or instructions. Notwithstanding anything to the Software that were contrary, Diamanti shall not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) be liable for any claim based on Customer’s use of the Software in a manner that does not comply with this Agreementafter Diamanti has informed Customer of modifications of the Software or Equipment required to avoid such claims and offered to implement those modifications, if such claim would have been avoided by implementation of Diamanti’s suggestions. 13.3 8.4. If the Software becomes, becomes or in MSC’s opinion is likely to become, become the subject of an infringement claimclaim or action, MSC may, Diamanti may at its sole option and expense, eitheroption: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customerprocure, at MSC's expenseno cost to Customer, the right to continue use of such using the Software; (ii) replace or modify the Software to render it/them non-infringing; or (iviii) if none of the foregoing is if, in Diamanti’s reasonable opinion, neither (i) nor (ii) above are commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty immediately terminate Diamanti’s obligations (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy ’s rights) under this Agreement with regard to such Software, and, if Customer returns or destroys such Software, refund to Customer the price originally paid by Customer to Diamanti for infringement claims and actionssuch Software as depreciated or amortized by an equal annual amount over three (3) years. 13.4 With the exception of claims based on malice8.5. THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF DIAMANTI AND THE EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OF PATENTS OR COPYRIGHTS, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the SoftwareBY THE SOFTWARE.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement Contractor shall indemnify, defend defend, and hold Customer save harmless AOC, the Participating Entities, and their respective officers, agents and employees from and against any claim(s) brought against Customer by a and all losses, costs, including reasonable attorneys’ fees, liabilities, damages, and deficiencies, including interest, penalties and settlement amounts entered into, in each case, with respect to any and all third party alleging that claims which arise out of any actual or alleged infringement or misappropriation of any patent, trade secret, copyright or other proprietary rights by (including use of) the Software software, systems, or any portion thereof as furnished other subject matter provided by Contractor or Contractor’s agents to the Participating Entities or Participating Entities’ agents under this Master Agreement and used (collectively, the “Covered Items”). The Participating Entity will notify Contractor in writing within the scope thirty (30) days of the licenses granted Participating Entity’s first knowledge of such claim. If any Covered Items are held to, or the Participating Entity or Contractor believe they may, infringe any third party intellection property rights, then Contractor shall at the Participating Entity’s request: (1) obtain for the Participating Entities and their agents (including their respective subcontractors) the right to Customer infringes any copyrights, trademarks continue to use such Covered Items as provided in this Master Agreement; or patents(2) replace or modify such Covered Items so as to make them non-infringing, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claimreplacement materials or modified Covered Items provide functionality substantially the same as the unmodified Covered Items. 13.2 Notwithstanding the provision of Section 13.1, MSC Contractor shall have no liability for any claim of infringement arising from: under this Section 10 to the extent based on (i) the integration use of a superseded or combination altered release of any Covered Items by the Software together with other software, materials or products not integrated or combined by MSC, Participating Entity if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would could have been avoided by the use of the then-current releaseunaltered release of such Covered Items that Contractor provided to the Participating Entity and the Participating Entity had agreed in advance to install; (ii) the use of such Covered Items by the Participating Entity other than in accordance with their specifications as delivered in writing in advance to the Participating Entity by Contractor, (iii) modifications use of information or materials not provided by Contractor with the Covered Items (unless such information or materials were approved by Contractor or the Covered Items were intended to be used with such information or materials), if the Software that were not authorized infringement could have been avoided by MSC or were undertaken at the request use of or direction of Customerthe Covered Items alone; or (iv) Customer’s Covered Items necessarily created to meet Participating Entity-designed specifications, without the use of the Software in a manner that does not comply with this AgreementContractor's judgment. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks copyrights or U.S. patents, or violates an trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance assistanc and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section THIS SECTION 13 states STATES MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section THIS SECTION 13 states STATES MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall5.1 The Vendor will defend, at its own expense and subject expense, any action brought against the City and/or the Indemnified Persons to the terms extent that the action is based on a claim that any of this Agreement indemnifythe Services or Deliverables or any part thereof infringes any third-party's intellectual property rights including, defend without limiting the generality of the foregoing, copyright, trade secret, patent or industrial design rights and the Vendor shall indemnify and hold Customer the City and/or the Indemnified Persons harmless from with respect to all resulting court costs, damages or settlements awarded against the City provided that: (a) the City notifies the Vendor of any matter in respect of which the foregoing may apply and against of which the City has knowledge; (b) the Vendor has sole control over the defence, settlement or compromise of any claim(ssuch action as long as such defence, settlement or compromise does not place any liability or obligation on the City; and (c) brought against Customer the action is not over any content or data provided to the Vendor by a third party alleging that the Software City. 5.2 If any of the Services or Deliverables or any portion part thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s the Vendor 's opinion is are likely to become, the subject of a claim based on an alleged infringement claimor breach as aforesaid, MSC the Vendor may, at its sole option expense and expenseoption, either: with prior written notice to the City, do one of the following: (i) substitute non-infringing software of substantially similar functionality; (iia) modify the infringing Software applicable part of the Services or Deliverable so that it there is no longer infringes but remains substantially similar any infringement or breach, provided that such modification does not adversely affect the functional capabilities of the Service or Deliverable as set out herein or in functionally; any Statement of Work; (iiib) obtain procure for Customer, at MSC's expense, the City the right to continue to use of such Software; or (iv) if none the applicable part of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund Services or credit Deliverables; or (c) substitute for the unused portion applicable part of the license fee and associated unused Maintenance fees actually paid Services or Deliverables with other components having a capability equivalent to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery replaced part of the SoftwareServices or Deliverables and which would satisfy the Vendor's obligations as set out herein or in any Statement of Work.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC 10.1 Licensor agrees to defend or, at its option, settle, at its expense, any action brought against LICENSEE to the extent that such action is based upon a claim that LICENSEE's use of the Software, including the related documentation, infringes upon or violates any U.S. copyright, trade secret, trademark or other proprietary right of any third party or patent known to Licensor. 10.2 If the Software or related documentation is held to constitute such an infringement or violation of any third party’s proprietary rights and LICENSEE'S use thereof is or may reasonably be expected to be enjoined, Licensor shall, at its own expense option, either secure for LICENSEE the right to continue to use such Software or documentation, or replace and subject modify such Software or documentation to make it non-infringing. If either option is not commercially reasonable, Licensor reserves the terms right to terminate the License and refund a pro rata share of the license and maintenance and support fees. 10.3 Notwithstanding the forgoing, Licensor in no event shall be liable for any claim under this Agreement indemnify, defend and hold Customer harmless from and against any claim(sSection which is based on: (a) brought against Customer by a third party alleging that LICENSEE's continued use of the Software or any portion thereof as furnished under this Agreement and used within the scope after it has become aware of the licenses granted existence of any claim or potential claim of the type referred to Customer infringes any copyrights, trademarks above or patents, provided that Customer gives MSC: (i) prompt written notice after it has been notified by of the existence of such claima claim and has been requested to cease all use of the Software; (ii) assistance and information reasonably requested by MSC; and (iiib) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration use or combination of the Software together with any other softwaresoftware or hardware not supplied to LICENSEE by Licensor (c) any change, materials modification, addition or products enhancement to or of the Software not integrated made by or combined by MSC, if at the infringement would have been avoided in the absence direction of such integration or combination; (iid) the LICENSEE's use of other than a current unaltered any but the latest available (or the immediately prior) release of the Software available from MSCSoftware. THE FOREGOING STATES THE ENTIRE LIABILITY OF Licensor AND LICENSEE REGARDING INTELLECTUAL PROPERTY RIGIITS CLAIMS BY THIRD PARTIES, if 11. CONFIDENTIALITY LICENSEE will, and will direct its employees, officers, directors, members, managers, agencies, sub-agencies, agents and affiliates to, keep the infringement would have been avoided by Software, including related documentation, anal all information and materials concerning or related thereto secret and confidential at all times, to protect Licensor's proprietary rights therein, and not to disclose, disseminate or permit to be disclosed or disseminated any such information or materials to any person, except as expressly authorized hereunder to enable LICENSEE to carry out its obligations pursuant to this Agreement. LICENSEE will use the use same degree of the then-current release; (iii) modifications care to the Software that were not authorized by MSC avoid disclosure or were undertaken at the request dissemination of or direction of Customer; or (iv) Customer’s use of the Software in a manner that any such confidential information as it employs with respect to its own information which it does not comply with this Agreementdesire to have disclosed or disseminated. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend 17.1 CIPHR will indemnify and hold the Customer harmless from against all losses, liabilities, costs (including legal costs on an indemnity basis) and against expenses arising out of or in connection with any claim(s) brought against Customer claim made by a third party alleging under English law that the Software use by the Customer or any portion thereof as furnished under this Agreement and used within the scope a Customer User of the licenses granted to Customer infringes Software infringes, any copyrights, trademarks or patents, third party Intellectual Property provided that Customer gives MSC: (i) prompt written notice the Customer: 17.1.1 shall notify CIPHR in writing without undue delay and providing reasonable details of such action or claim; , as soon as they become aware of it; 17.1.2 allows CIPHR to have exclusive conduct (iiat CIPHR’S expense) of the defence of such action or claim and/or negotiations for a settlement or compromise 17.1.3 shall give CIPHR (at the reasonable expense of CIPHR) all reasonable necessary assistance as and information reasonably when requested by MSC; and (iii) CIPHR in the sole authority to defend and settle defence settlement or compromise of such action or claim. 13.2 Notwithstanding the provision of Section 13.1, MSC 17.2 CIPHR shall have no liability for to defend any infringement arising action or claim or Indemnify the Customer in connection with any IPR Infringement to the extent the same arises from: (i) 17.2.1 the integration combination, connection, operation or combination use of the Software together with any other software, software hardware or materials not supplied or products not integrated approved for such combination connection operation or combined use by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release CIPHR 17.2.2 any breach of the Software available from MSC, if Customer’s obligations under this Agreement 17.3 Where a court grants a final injunction in connection with an IPR Infringement which prevents the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, CIPHR shall be entitled at its sole own expense and option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify to 17.3.1 procure for the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, Customer the right to continue use of such using the Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back 17.3.2 modify the Software involved, and grant Customer a refund or credit for so that the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for same is no longer an IPR Infringement without material diminution in software functionality 17.3.3 replace the Software involved, using with software which is not an IPR Infringement provided that such replacement does not entail a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.material diminution in software functionality

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance Support fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shallWith the exception of the required feature implementation in ShoreTel products of **** and ****, 8.1 Giant shall defend, indemnify and hold ShoreTel harmless from any claim that Giant products, or any part thereof, furnished to ShoreTel under this Agreement, infringe any existing patent, trademark or copyright, or misappropriate a trade secret of any third party, provided that Giant (i) is notified promptly in writing of such claim by S▇▇▇▇▇▇▇, ***** Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Submittal for review GIANT AND SHORETEL CONFIDENTIAL and (ii) ShoreTel provides reasonable assistance to Giant in the defense of such suit or proceeding. 8.2 Giant shall have the sole control over the defense and/or any settlement of any such claim and shall pay costs and damages finally awarded against ShoreTel. 8.3 In the event Giant products, or any part thereof, are in Giant’s opinion likely to become, or do become the subject of a claim, or are held in any suit or proceeding to constitute an infringement of any patent, copyright, or other proprietary right or any third party, or become the subject of an injunction prohibiting the use thereof, or any settlement requires the use of Giant products to be discontinued, Giant shall at its own option and expense either (i) procure for ShoreTel and subject customers of ShoreTel the right to continue using said Giant products, (ii) replace the terms same with non-infringing Giant products with equivalent or better capacity and performance, or (iii) modify the Giant products so they become non-infringing. 8.4 the obligation of this Agreement indemnifyindemnification does not apply to any claim, defend and hold Customer harmless or portion thereof, arising from and against any claim(s(i) brought against Customer by a third party alleging that the Software use of Giant products, or any portion thereof as part thereof, furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrightsin combination with products not supplied by Giant or not specified by Giant, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and alteration or modification of any Giant product supplied hereunder, (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1Giant’s compliance with ShoreTel’s designs, MSC shall have no liability for any infringement arising from: specifications or instructions, or (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (iiiv) the use of other than a the then current unaltered release of the Software software product available from MSC, if Giant; to the extent that the infringement would not have been avoided by occurred in the absence of such combination modification, compliance with specifications, or use of other than the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject Subject to the terms of this Agreement indemnifySection 5.3, defend and hold Customer harmless from and against any claim(s) if an action is brought against Customer by S3D claiming that any Product sold hereunder (except for a third party alleging that the Software or any portion thereof VDI Product), when used as furnished permitted under this Agreement Agreement, infringes a registered copyright or trademark or misappropriates a trade secret, Overland shall defend S3D at Overland’s expense and used within pay all damages and costs (including reasonable attorneys’ fees) incurred by S3D associated with the scope of infringement or misappropriation action for the licenses granted to Customer infringes any copyrightsallegedly infringing Products, trademarks or patents, provided that Customer gives MSC: but only if (i) prompt written notice of such claim; S3D notifies Overland promptly upon learning that the claim might be or has been asserted, (ii) assistance Overland has sole control over the defense of the claim and information reasonably requested by MSC; any negotiation for its settlement or compromise and (iii) S3D fully cooperates with Overland in the sole authority to defend and settle such defense or settlement of the claim. 13.2 Notwithstanding the provision of Section 13.1If such a claim may be or has been asserted, MSC S3D shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC maypermit Overland, at its sole Overland’s option and expense, either: to (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, procure the right to continue use of such Software; using the Product, (ii) replace or modify the Product to eliminate the infringement or misappropriation while providing functionally equivalent performance, or (iviii) if none accept the return of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer Product in exchange for a refund or credit for the unused portion of the license fee and associated unused Maintenance fees price that S3D actually paid to MSC Overland for such Product. Notwithstanding the Software involvedforegoing, using Overland shall have no obligation or liability under this Section 5.3 if the claim results from (collectively (a) – (e), the “Excluded Claims”): (a) a straight line amortization over sixty modification of such Product not performed by Overland or its specifically authorized representative, which may include S3D hereunder, (60b) months from initial delivery for PaidS3D’s or end-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery user customer’s failure to promptly install an updated maintenance release or version of the SoftwareProduct that would have eliminated the actual or alleged infringement or misappropriation, (c) the combination, use or operation of the Product with third party products not provided by Overland, (d) any modifications of the Product performed by S3D for non-standard features or functionality in connection with professional services or otherwise at S3D’s or its client’s request, or (e) any features or functionality designed or implemented by Overland using or incorporating S3D’s specifications. S3D shall defend Overland at S3D’s expense and pay all damages and costs (including reasonable attorneys’ fees) incurred by Overland associated with any Excluded Claim, but only if (i) Overland notifies S3D promptly upon learning that the claim might be or has been asserted, (ii) S3D has sole control over the defense of the claim and any negotiation for its settlement or compromise and (iii) Overland fully cooperates with S3D in the defense or settlement of the claim.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall7.1 Proactis agrees to (a) defend any third party claim brought against Licensee alleging that the Licensed Product or Licensee’s Use thereof pursuant to the Customer Contract infringes any patent or copyright or misappropriates any trade secret (an “Infringement Claim”), and (b) indemnify and hold harmless Licensee from and against any damages finally awarded against Licensee in any litigation for such Infringement Claim or settlement of such Infringement Claim made by Proactis; provided, that Proactis’ obligations hereunder are subject to (i) Proactis’ receipt of timely notice from Licensee of such Infringement Claim; and (ii) Proactis’ right to control and direct the defence of such Infringement Claim; and (iii) Licensee not being in breach of the Customer Contract; and (iv) Licensee cooperating with Proactis in such defence (Proactis will reimburse Licensee for reasonable out-of-pocket expenses incurred by Licensee in providing such cooperation). 7.2 In the event of an Infringement Claim, or in the event that Proactis determines that there is a risk that the Licensed Product or Licensee’s Use thereof may become the subject of an Infringement Claim, Proactis shall have the right, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: to (ia) substitute non-infringing software of obtain the right for Licensee to continue to Use the Licensed Product, or (b) replace the Licensed Product with a product having functionality and performing in a manner substantially similar functionality; to the Licensed Product, or (iic) modify the infringing Software Licensed Product so that it no longer infringes but remains substantially similar becomes non-infringing, or (d) terminate the License and this Customer Contract and refund a pro rata portion, if any, of the License Fee, Hosting Fee, if any, and Maintenance Fee, if any, paid in functionallyadvance by Licensee. 7.3 Proactis’ obligations under this Section 7 shall not apply to any Infringement Claim to the extent that the infringement or misappropriation is caused by any of the following: (a) Use of the Licensed Software not in accordance with the Documentation; or (iiib) obtain for Customer, at MSC's expense, Use of the right to continue use of such SoftwareLicensed Software in combination with equipment or software not licensed or specified herein or in the Documentation; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.authorised by Proactis; or

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall5.1 Subject to paragraphs 5.2, at its own expense 5.3 and subject to 5.4, Security Domain shall indemnify Customer against liability under any final judgment in legal proceedings brought in the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer Territory by a third party alleging against Customer determining that Customer's use of the Standard Software or any portion thereof as furnished under this Agreement and used within part of it infringes the scope Intellectual Property of that third party. 5.2 Security Domain shall not be obliged to indemnify Customer if any alleged or actual infringement that arises from infringement of the licenses granted to Customer infringes any copyrightsinventions, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance methods and information reasonably requested by MSC; devices described and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided claimed in following patent registered in the absence United States of such integration or combination; (ii) America, commonly known as the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the RSA algorithm patent: "Cryptographic Communications System and Method" No. 4,405,829 Customer acknowledges that it is wholly 19 responsible for ensuring that its use of the then-current release; Products and its business operations do not infringe this patent. 5.3 Security Domain shall not be obliged to indemnify Customer if any alleged or actual infringement arises from: (iiia) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Standard Software in combination by any means and in any form with computer hardware or software not supplied or specifically approved by Security Domain; (b) use of the Standard Software in a manner that does or for a purpose not comply with this Agreementreasonably contemplated or not authorised by Security Domain; (c) modification of the Standard Software without the prior written consent of Security Domain; or (d) any transaction entered into by Customer relating to the Standard Software without the prior written consent of Security Domain. 13.3 If 5.4 Notwithstanding paragraph 5.1, Security Domain shall not be obliged to indemnify Customer unless Customer: (a) notifies Security Domain as soon as practicable of any potential, suspected, alleged or actual infringement referred to in paragraph 5.1; (b) gives Security Domain the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC mayoption to, at its sole option and Security Domain's expense, either: conduct the defence of actions or claims referred to in paragraph 5.1, including negotiations for settlement or compromise prior to the institution of legal proceedings; (ic) provides Security Domain with all necessary assistance, at Security Domain's expense, in conducting the defence of legal proceedings referred to in paragraph 5.1; (d) permits Security Domain to modify, alter or substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software Standard Software, at Security Domain's expense, so that it no longer infringes but remains substantially similar in functionallysuch infringement is removed or avoided; and (iiie) obtain authorises Security Domain to procure for Customer, at MSCSecurity Domain's expense, the lawful right to continue the use of such Software; or (iv) if none and possession of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Standard Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-then- current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasiblemodo sujeito a processo de insolvência ou dissolução, MSC will take back the Software involved, and grant Customer a refund or credit exceto se o Cliente for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ processo em 90 (60noventa) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions▇▇▇▇. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC 10.1 Licensor shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer Licensee harmless from and against any claim(s) brought against Customer Licensee by a an unaffiliated third party alleging that the Software Licensed Materials or any portion thereof as furnished under this Agreement and used within the scope of the licenses license granted to Customer Licensee infringes a patent of the United States, Japan, or a member state of the European Patent Organization, or a copyright in any copyrights, trademarks or patentscountry, provided that Customer Licensee gives MSCLicensor: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC▇▇▇▇▇▇▇▇; and (iii) the sole authority to defend and settle such claim. 13.2 . 10.2 Notwithstanding the provision of Section 13.110.1, MSC Licensor shall have no liability for any infringement arising from: (i) the integration or combination of the Software Licensed Materials together with other software, materials or products not integrated or combined by MSCLicensor, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software Licensed Materials available from MSCLicensor, if the infringement would have been avoided by the use of the then-current unaltered release; (iii) modifications to the Software Licensed Materials that were not authorized made by MSC Licensor or were undertaken at the request of or direction of CustomerLicensee; or (iv) CustomerLicensee’s use of the Software Licensed Materials in a manner that does not comply with this Agreement; (v) Third Party Content; or (vi) APIs. 13.3 10.3 If the Software becomesLicensed Materials become, or in MSCLicensor’s opinion is are likely to become, the subject of an infringement claim, MSC Licensor may, at its sole option and expense, either: (i) substitute non-infringing software Licensed Materials of substantially similar functionality; (ii) modify the infringing Software Licensed Materials so that it they no longer infringes infringe but remains substantially remain similar in functionally; (iii) obtain for CustomerLicensee, at MSC's Licensor’s expense, the right to continue use of such SoftwareLicensed Materials; or (iv) if none of the foregoing is commercially feasible, MSC Licensor will take back the Software Licensed Materials involved, and grant Customer Licensee a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC Licensor for the Software Licensed Materials involved, using a straight line amortization over sixty thirty-six (6036) months from initial delivery for any Paid-up License(s)License. This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actionsTHIS SECTION 10 STATES LICENSOR’S ENTIRE LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, (a) Arbor shall defend and hold Customer Licensee harmless from and against any claim(s) brought against Customer claim by a third party alleging parry that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrightsUnited States patent, trademarks trade secret or patentscopyright of that third party, provided that Customer gives MSCprovided: (i) prompt written notice Arbor is promptly notified of such the claim; (ii) assistance and information reasonably requested by MSCArbor receives reasonable cooperation from Licensee in protecting its rights related thereto; and (iii) Arbor has the opportunity to assume sole authority to defend control over the defense and settle such claimall negotiations for a settlement or compromise. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability Arbor will not be responsible for any infringement arising fromsettlement it does not approve in writing. The foregoing obligation of Arbor does not apply with respect to Software or portions or components thereof: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined supplied by MSC, if the infringement would have been avoided in the absence of such integration or combinationArbor; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current releasemade in whole or in part in accordance with Licensee's specifications; (iii) modifications which are modified by Licensee, if the alleged infringement relates to such modification; (iv) combined with other products (hardware or software), processes or materials where the Software that were not authorized by MSC or were undertaken at the request of or direction of Customeralleged infringement relates to such combination; or (ivv) Customer’s use of where Licensee continues the allegedly infringing activity after being notified thereof and provided modifications that would have avoided the alleged infringement. (b) In the event the Software in is held by a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely court of competent jurisdiction to become, the subject of constitute an infringement claimand its use is enjoined, MSC mayArbor shall, at its sole option and expenseoption, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain procure for Customer, at MSC's expense, Licensee the right to continue use of such the Software; (ii) provide a modification to the Software so that its use becomes non-infringing; or (iviii) if replace the Software with software which is substantially similar in functionality and performance. If none of the foregoing alternatives is commercially feasiblereasonably available to Arbor, MSC will take back Arbor shall refund the residual value of the License fees paid by Licensee for the infringing Software, depreciated over a three (3) year period from the date of delivery of the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s)Licensee. This Section 13 10 states MSCArbor's entire sole liability and CustomerLicensee's sole and exclusive remedy for infringement claims and actionsclaims. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. party 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance Support fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section THIS SECTION 13 states STATES MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC 13.01 ▇▇▇▇▇▇▇ INC. shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer End-User harmless from and against any claim(s) brought against Customer End-User by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer End-User infringes any copyrights, trademarks copyrights or U.S. patents, or violates any trade secrets; provided that Customer End-User gives MSC▇▇▇▇▇▇▇ INC.: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC▇▇▇▇▇▇▇ INC.; and (iii) the sole authority to defend and settle such claim. 13.2 . 13.02 Notwithstanding the provision of Section 13.113.01, MSC ▇▇▇▇▇▇▇ INC. shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC▇▇▇▇▇▇▇ INC., if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC▇▇▇▇▇▇▇ INC., if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC ▇▇▇▇▇▇▇ INC. or were undertaken at the request of or direction of CustomerEnd-User; or (iv) CustomerEnd-User’s use of the Software in a manner that does not comply with this Agreement. 13.3 13.03 If the Software becomes, or in MSC▇▇▇▇▇▇▇ INC.’s opinion is likely to become, the subject of an infringement claim, MSC ▇▇▇▇▇▇▇ INC. may, at its sole option and expense, either: : (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; functionality; (iii) obtain for CustomerEnd-User, at MSC's ▇▇▇▇▇▇▇ INC.’s expense, the right to continue use of such Software; or or (iv) if none of the foregoing is commercially feasible, MSC ▇▇▇▇▇▇▇ INC. will take back the Software involved, and grant Customer End-User a refund or credit for the unused portion of the license fee fees and associated unused Maintenance fees actually paid to MSC ▇▇▇▇▇▇▇ INC. for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section THIS SECTION 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actionsSTATES ▇▇▇▇▇▇▇ INC. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute’S ENTIRE LIABILITY AND END-barred within twelve (12) months of delivery of the SoftwareUSERS SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall7.1 Provided the Bank uses the Software, at its own expense Services and subject to deliverables consistent with the terms and conditions of the Agreement and complies with this Agreement indemnifySection 7, the Participant undertakes to defend and hold Customer harmless the Bank from and against any claim(sclaim or action that the Software, Services or deliverables (or any part thereof) brought against Customer by infringes the Intellectual Property Rights of a third party alleging that (a “Claim”) and shall fully indemnify and hold harmless the Software Bank from and against any losses, damages, costs (including reasonable legal fees) and expenses incurred by or awarded against the Bank as a result of, or in connection with, any portion thereof such Claim. 7.2 If any third party makes a Claim, or notifies the Bank of its intention to make a Claim, the Bank shall: (a) as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrightssoon as reasonably practicable, trademarks or patents, provided that Customer gives MSC: (i) prompt given written notice of the Claim to the Participant, specifying the nature of the Claim in reasonable detail; (b) not make any admission of liability, agreement, settlement or compromise in relation to the Claim without the prior written consent of the Participant (such claimconsent not to be unreasonably withheld or delayed); and (c) reasonably co-operate (at the Participant’s expense to the extent that costs are incurred at the Participant’s direction) in the defence of the Claim. 7.3 If such claim is made or, in the Participant’s opinion, is likely to be made, then the Participant, at its option, may: (1) modify the Software, Services or deliverables; (ii2) assistance and information reasonably requested by MSCobtain rights for the Bank to continue using the Software, Services or deliverables; and or (iii3) terminate this Agreement, including the sole authority license to use the Software, but in no event shall termination relieve the Participant from its obligation to defend and settle such claim. 13.2 Notwithstanding indemnify the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) Bank as set forth herein. 7.4 This indemnification obligation does not apply to the integration or extent a claim is based on the Bank’s combination of the Software together Software, Services or deliverables with other softwaretechnology, materials or products modification to the Software, Services or deliverables if such claim would not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes made but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actionsBank’s combination or modification. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall(a) StarBand will defend, indemnify and hold harmless each MSN Indemnified Person against any allegation or claim that the Service, the Work, any CPE, any Deliverable Item, any Technology of or provided by StarBand, or any component (including without limitation any trademark, tradename or logos provided, pursuant to the Trademark License set forth in Section 15.1) thereof infringes an Intellectual Property Right, and against any damages, costs and other liabilities resulting from such allegation or claim (whether during or after the Term of this Amended Agreement). Claims procedures will be in accordance with Section 16.2 of this Amended Agreement. (b) If StarBand acknowledges, or a competent tribunal determines, that the Service, the Work, the CPE, any Deliverable Item, any Technology of or provided by StarBand (including, but not limited to, service, equipment and trademarks), or any component thereof infringes an Intellectual Property Right of any Person other than StarBand, or an injunction issues restricting the use, sale or other disposition thereof, StarBand will, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: expense: (i) prompt written notice Procure the right for MSN and the MSN Customers to continue using the Service, the Work, the CPE, any Deliverable Item or Technology or component thereof (such right to be procured on terms and conditions satisfying the requirements of such claim; this Amended Agreement); (ii) assistance and information reasonably requested by MSCSupply (including installation) a substantially equivalent, non-infringing replacement (such replacement to satisfy the requirements of this Amended Agreement (including, without limitation, all agreed specifications applicable to CPE)); and or (iii) Modify the sole authority Service, the Work, the CPE, any Deliverable Item, the Technology or component thereof so that it is non-infringing, but continues to defend and settle such claimcomply with the requirements of this Amended Agreement. 13.2 Notwithstanding Without limiting StarBand's obligations above, if StarBand is unable to accomplish or perform one of the provision of acts specified in Section 13.115.5(b)(i), MSC (ii) or (iii) above, then MSN shall have the right to terminate this Amended Agreement for default, with no further obligations or liability whatsoever and StarBand having liability for any infringement arising from: (i) the integration or combination and all damages suffered by MSN as a result of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with StarBand's default under this AgreementSection 15.5(b). 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-then- current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance Support fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, 9.1 Zinc shall defend and hold indemnify Customer harmless from and against any claim(sloss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope use of the licenses granted to Customer Service as contemplated hereunder infringes any copyrights, trademarks or patentsthe intellectual property rights of such third party, provided that Customer (a) promptly gives MSC: written notice of the Claim to Zinc; (b) gives Zinc sole control of the defense and settlement of the Claim (provided that Zinc may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) provides to Zinc, at Zinc's expense, all reasonable assistance. 9.2 In the event of a Claim Zinc will, at its sole option and expense: (i) prompt written notice procure for Customer the right to continue using the Service under the terms of such claimthis Agreement; (ii) assistance and information reasonably requested by MSCreplace or modify the Service to be non-infringing without material decrease in functionality; and or (iii) if the sole authority to defend foregoing options are not reasonably practicable, terminate the license for the infringing the Service and settle such claim. 13.2 Notwithstanding refund Customer all prepaid fees for the provision remainder of Section 13.1, MSC its subscription term after the date of termination. 9.3 Zinc shall have no liability for any infringement arising from: Claim to the extent the Claim is based upon (i) the integration or combination use of the Software together Service in combination with any other softwareproduct, materials service or products device not integrated furnished, recommended or combined approved by MSCZinc, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement Claim would have been avoided by the use of the then-current releaseService, without such product, service or device; (ii) modifications to the Service made by a party other than Zinc if a Claim would not have occurred but for such modifications; (iii) modifications Customer’s failure to use updated or modified version of the Software that were not authorized Service provided by MSC or were undertaken at the request of or direction of CustomerZinc to avoid a Claim; or (iv) Customer’s use of the Software Service other than in a manner that does not comply accordance with this Agreement. 13.3 If the Software becomes9.4 THE PROVISIONS OF THIS SECTION 9 SET FORTH ZINC’S SOLE AND EXCLUSIVE OBLIGATIONS, or in MSC’s opinion is likely to becomeAND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actionsWITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC Hexagon shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a an unaffiliated third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSCHexagon: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSCHexagon; and (iii) the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC Hexagon shall have no liability for any infringement arising from: : (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSCHexagon, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSCHexagon, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC Hexagon or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSCHexagon’s opinion is likely to become, the subject of an infringement claim, MSC Hexagon may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSCHexagon's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC Hexagon will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC Hexagon for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section THIS SECTION 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actionsSTATES HEXAGON'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement Contractor shall indemnify, defend defend, and hold Customer save harmless AOC, the Participating Entities, and their respective officers, agents and employees from and against any claim(s) brought against Customer by a and all losses, costs, including reasonable attorneys’ fees, liabilities, damages, and deficiencies, including interest, penalties and settlement amounts entered into, in each case, with respect to any and all third party alleging that claims which arise out of any actual or alleged infringement or misappropriation of any patent, trade secret, copyright or other proprietary rights by (including use of) the Software software, systems, or any portion thereof as furnished other subject matter provided by Contractor or Contractor’s agents to the Participating Entities or Participating Entities’ agents under this Master Agreement and used (collectively, the “Covered Items”). The Participating Entity will notify Contractor in writing within the scope thirty (30) days of the licenses granted Participating Entity’s first knowledge of such claim. If any Covered Items are held to, or the Participating Entity or Contractor believe they may, infringe any third party intellection property rights, then Contractor shall at the Participating Entity’s request: (1) obtain for the Participating Entities and their agents (including their respective subcontractors) the right to Customer infringes any copyrights, trademarks continue to use such Covered Items as provided in this Master Agreement; or patents(2) replace or modify such Covered Items so as to make them non- infringing, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claimreplacement materials or modified Covered Items provide functionality substantially the same as the unmodified Covered Items. 13.2 Notwithstanding the provision of Section 13.1, MSC Contractor shall have no liability for any claim of infringement arising from: under this Section 10 to the extent based on (i) the integration use of a superseded or combination altered release of any Covered Items by the Software together with other software, materials or products not integrated or combined by MSC, Participating Entity if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would could have been avoided by the use of the then-current releaseunaltered release of such Covered Items that Contractor provided to the Participating Entity and the Participating Entity had agreed in advance to install; (ii) the use of such Covered Items by the Participating Entity other than in accordance with their specifications as delivered in writing in advance to the Participating Entity by Contractor, (iii) modifications use of information or materials not provided by Contractor with the Covered Items (unless such information or materials were approved by Contractor or the Covered Items were intended to be used with such information or materials), if the Software that were not authorized infringement could have been avoided by MSC or were undertaken at the request use of or direction of Customerthe Covered Items alone; or (iv) Customer’s Covered Items necessarily created to meet Participating Entity-designed specifications, without the use of the Software in a manner that does not comply with this AgreementContractor's judgment. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC (a) E&Y shall, at its own expense and subject to the terms of this Agreement indemnifysole expense, defend defend, indemnify and hold Customer viaLink harmless from and against any claim(s) brought against Customer by a and all third party alleging that the Software suits, proceedings and claims, and all resulting losses, liabilities, costs and expenses, for misappropriation of trade secrets, technical information and/or know-how or for infringement of any portion thereof as furnished under this Agreement and used within the scope copyright, patent or other intellectual property right of any third party, arising out of viaLink's use of the licenses granted Deliverables or the performance of Services by E&Y hereunder, except in the case of viaLink's indemnification pursuant to Customer infringes any copyrightsSection 12(b); provided, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice E&Y is notified promptly in writing of such claim; (ii) assistance claim ------------- or of the commencement of such suit or proceeding, as the case may be, and is given sole control and authority, information reasonably requested by MSCand reasonable assistance, at E&Y's expense, for the defense or settlement thereof; and (iii) the sole authority to defend and provided further, that viaLink shall not settle such claim, suit or proceeding without the written consent of E&Y, which consent shall not be unreasonably withheld. 13.2 Notwithstanding the provision of Section 13.1Furthermore, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence event viaLink should be enjoined in such suit or proceeding from use of such integration Deliverables or combination; (ii) the use of any other than a current unaltered release of the Software available from MSCmaterials, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC equipment, combination or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomesprocess, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC E&Y may, at its sole option and expenseoption, either: either (i) substitute non-infringing software secure termination of substantially similar functionality; the injunction and obtain a right to complete the Services or Deliverables or (ii) modify the Services or Deliverables to become noninfringing at E&Y's expense without any loss of features or functionality required by the applicable Work Order. If neither of the foregoing options is reasonably feasible, E&Y may terminate the applicable Work Order this Agreement upon notice to viaLink and refund all fees and expenses paid by viaLink thereunder. (b) viaLink shall, at its sole expense, defend, indemnify and hold E&Y harmless from and against any and all third party suits, proceedings and claims, and all resulting losses, liabilities, costs and expenses, for misappropriations of any trade secrets, technical information or know-how or for infringement of any copyright, patent or other intellectual property right of a third party arising out of the performance of the Services by reason of E&Y's use of (i) any viaLink software and/or the third party software (as such term is defined herein) in accordance with viaLink's instructions under a Work Order, (ii) a particular combination or process required or directed by viaLink under a Work Order, if no infringing Software so that it no longer infringes but remains substantially similar in functionally; implementation is possible or (iii) obtain for Customermaterials, software or equipment supplied by viaLink; provided that viaLink is notified in writing of such claim or of the commencement of such suit or proceeding, as the case may be, and is given sole control and authority, information and reasonable assistance, at MSCviaLink's expense, for the right defense or settlement thereof; and provided further, that E&Y shall not settle such claim, suit or proceeding without the prior written consent of the viaLink, which consent shall not be unreasonably withheld. (c) E&Y's indemnity shall not apply to continue any infringement that results from: ( i) viaLink's use of such Software; any Deliverable for other than the purposes contemplated by this Agreement or the applicable Work Order or in connection with other goods or services not provided under this Agreement or (ivii) if none to the extent such infringement arises because of a failure of viaLink to have all necessary ownership, license or other rights to intellectual property made available by viaLink to E&Y pursuant to this Agreement or the foregoing is commercially feasibleapplicable Work Order, MSC will take back the Software involved, including all necessary rights of access and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty modification. (60d) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's 12 specifies the sole and exclusive remedy of each party ---------- for infringement claims and actions. 13.4 With the exception of claims based on malice, any third party claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months misappropriation or infringement of delivery of the Softwareintellectual property.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC Hexagon shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSCHexagon: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSCHexagon; and (iii) the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC Hexagon shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSCHexagon, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSCHexagon, if the infringement would have been avoided by the use of the then-then- current release; (iii) modifications to the Software that were not authorized by MSC Hexagon or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSCHexagon’s opinion is likely to become, the subject of an infringement claim, MSC Hexagon may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSCHexagon's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC Hexagon will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC Hexagon for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section THIS SECTION 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actionsSTATES HEXAGON'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, KDDIA shall defend and hold Customer harmless from and End User against any claim(s) brought against Customer claim by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer Effective Date, the KDDIA Software infringes any copyrightsU.S. patent, trademarks copyright, or patentsU.S. trademark or misappropriates any trade secret rights of that third party, and KDDIA shall pay any settlement amount agreed to in writing by KDDIA, or pay a finally awarded judgment entered against End User by a court of competent jurisdiction, where the KDDIA Software is judicially determined to have infringed or misappropriated such third party rights, provided that Customer gives MSCthat: (i) prompt written notice KDDIA is promptly notified of such the claim; (ii) assistance KDDIA receives reasonable cooperation from End User necessary to perform KDDIA’s obligations hereunder; (iii) KDDIA has sole control over the defense and information reasonably requested by MSCsettlement negotiations; and (iiiiv) End User is in compliance with any related obligations in this Agreement. KDDIA has the sole authority right to defend select and settle retain counsel of its choice for the defense; End User may select and retain its own counsel and, provided that End User enters into an KDDIA-approved joint defense agreement with KDDIA in order protect privilege defenses and confidentiality, participate in the defense of any such claim, at its own expense. 13.2 Notwithstanding the provision The foregoing obligation of Section 13.1, MSC shall have no liability for any infringement arising fromKDDIA does not apply with respect to Software or portions or components thereof that are: (i) the integration not supplied by KDDIA; (ii) used in a manner not expressly authorized by this Agreement; (iii) made in whole or combination of the Software together in part in accordance with End User’s or an End User’s specifications; (iv) modified by a person or entity other software, materials or products not integrated or combined by MSCthan KDDIA, if the alleged infringement would have been avoided not exist in the absence of such integration or combinationmodification; (iiv) combined with other products (hardware or software), processes or materials where the use of other than a current unaltered release of the Software available from MSC, if the alleged infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customerexist but for such combination; or (ivvi) Customer’s use of where End User continues the Software in a manner allegedly infringing activity after being notified thereof and provided modifications that does not comply with this Agreementwould have avoided the alleged infringement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject 11.1 The Supplier hereby grants to the terms Customer a perpetual worldwide non-exclusive licence to use, sell, keep and/or import the Goods and Services and warrants that: (a) it or its licensors owns the Goods and Services Intellectual Property Rights; (b) it is free to grant to the Customer the licence of the Goods and Services Intellectual Property Rights given in this clause; (c) it is not aware of any circumstances which might endanger the validity of the Goods and Services Intellectual Property Rights and all renewal fees in respect of any registered Goods and Services Intellectual Property Rights have been paid in full; and (d) the Goods and Services do not infringe the rights of any third party. 11.2 The Supplier shall indemnify the Customer against any and all Costs that the Customer suffers or incurs directly or indirectly as a result of a claim that the Customer’s use, possession or supply of the Goods and Services infringes the Goods and Services Intellectual Property Rights alleged to belong to a third party. This indemnity shall not extend to infringements resulting from: (a) any act or omission of the Customer whereby it is negligent or in wilful default or breach of this Agreement indemnify, defend and hold Customer harmless from and against any claim(sAgreement; or (b) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope modification of the licenses granted to Customer infringes any copyrights, trademarks Goods or patents, provided that Customer gives MSC: Deliverables (ias applicable) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the Customer or use of the then-current release; (iii) modifications Customer’s parts, design or specifications where these have not been agreed in advance by the Supplier. 11.3 If any infringement referred to in clause 11.2 occurs or, in the Software that were not authorized by MSC or were undertaken Customer’s opinion may occur, the Customer may require at its option and at the request of or direction of Customer; or (iv) CustomerSupplier’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to becomeexpense, the subject of an infringement claim, MSC may, at its sole option and expense, either: Supplier to: (ia) substitute non-infringing software of substantially similar functionality; (ii) modify procure for the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, Customer the right to continue use of using the Goods or Deliverables (as applicable); or (b) modify the Goods or Deliverables (as applicable) so they become non-infringing, provided that any such Software; modification shall not affect or (iv) if none restrict the ability of the foregoing is commercially feasible, MSC will take back Goods or Deliverables (as applicable) to perform in accordance with the Software involved, and grant Customer a refund warranties contained in this Agreement; or (c) replace all or credit for the unused portion part of the license fee and associated unused Maintenance fees actually paid to MSC for Goods or Deliverables (as applicable) with equipment of similar capabilities. 11.4 The Customer does not grant (either expressly or impliedly) any rights in the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actionsIntellectual Property Rights. 13.4 With the exception 11.5 The provisions of claims based on malicethis clause 11 shall survive termination of this Agreement, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Softwarehowsoever arising.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrightscopyrights or U.S. patents, trademarks or patentsviolates any trade secrets, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: infringement (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; ; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; ; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance Support fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section THIS SECTION 13 states STATES MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's ’s expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to presente Contrato. Exceto quando de outra forma previsto no presente Contrato, este Contrato pode ser rescindido das seguintes formas: (i) por ▇▇▇ ▇▇▇ partes mediante notificação por escrito com antecedência ▇▇ ▇▇▇▇▇▇ (30) ▇▇▇▇ quando ocorrer uma violação substancial pela outra parte de suas obrigações nos termos do presente Contrato se tal violação não for sanada até o final do período de notificação, ficando estabelecido, no entanto, que não será aplicado qualquer período para sanar em relação a qualquer violação substancial das Seções 3, 4, 5 e 14 deste Contrato pelo Cliente e a MSC pode rescindir este Contrato imediatamente mediante notificação por escrito; ou (ii) pela MSC se o Cliente ▇▇▇▇▇ ▇▇▇ cessão geral em benefício de seus credores, for the Software involvedobjeto de uma petição de falência involuntária, using ou estiver sujeito a straight line amortization over sixty processos de insolvência ou dissolução a menos que o Cliente seja liberado de tais processos no prazo de noventa (6090) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions▇▇▇▇. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC Hexagon shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a an unaffiliated third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes a patent of the United States, Japan, or a member state of the European Patent Organization, or a copyright in any copyrightscountry, trademarks or patents, violates any trade secrets; provided that Customer gives MSCHexagon: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC▇▇▇▇▇▇▇; and (iii) the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC Hexagon shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSCHexagon, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSCHexagon, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC Hexagon or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSCHexagon’s opinion is likely to become, the subject of an infringement claim, MSC Hexagon may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSCHexagon's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC Hexagon will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance Support fees actually paid to MSC Hexagon for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section THIS SECTION 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actionsSTATES ▇▇▇▇▇▇▇'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) to the extent permitted by applicable law, the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section THIS SECTION 13 states STATES MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC 14.1 FEV shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer the Licensee harmless from and against any claim(s) brought against Customer the Licensee by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer the Licensee infringes any copyrights, trademarks or patents, provided that Customer the Licensee gives MSCFEV: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSCFEV; and (iii) the sole authority to defend and settle such claim. 13.2 . 14.2 Notwithstanding the provision of Section 13.1section 14.1, MSC FEV shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSCFEV, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSCFEV, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC FEV or were undertaken at the request of or direction of Customerthe Licensee; or (iv) Customer’s Licensee's use of the Software in a manner that does not comply with this Agreement. 13.3 14.3 If the Software becomes, or in MSC’s FEV's opinion is likely to become, the subject of an infringement claim, MSC FEV may, at its sole option and expense, either: (i) substitute non-non- infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.;

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shallProofpoint will (i) defend and indemnify Customer against any suit or proceeding by a third party to the extent based on a rightful claim that the applicable Proofpoint Product(s) in the form created and provided by Proofpoint and sold to Customer pursuant to this Schedule (the “Indemnified Product(s)”) directly infringes any valid U.S. patent or U.S. copyright, or misappropriates any valid trade secret enforceable under the laws of the United States or a jurisdiction thereof, and (ii) pay any damages finally awarded in such suit or proceeding as a result of such claim (or pay any settlement of such claim), provided that Customer will promptly notify Proofpoint in writing of the third party claim, suit or proceeding (in any event, within thirty (30) days after Customer becomes aware or reasonably should have been aware of such claim); authorizes and allows Proofpoint to have sole control of the defense and/or settlement of the claim; and provides any information, assistance and other cooperation reasonably requested by Proofpoint in connection with the claim, suit or proceeding. In the event of a claim relating to an Indemnified Product, Proofpoint will, at its own expense sole option and subject expense: (a) procure for Customer the right to use the Indemnified Products under the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claimSchedule; (iib) assistance replace or modify the Indemnified Products to be (or to make it more likely to be) non-infringing; or (c) if the foregoing options are not reasonably practicable, then Proofpoint may terminate Customer’s rights to use Indemnified Products and information reasonably requested refund all amounts paid by MSC; and (iii) Customer to Proofpoint attributable to Customers’ future usage or access to the sole authority to defend and settle such claimIndemnified Products hereunder. 13.2 Notwithstanding the provision of Section 13.1, MSC Proofpoint shall have no liability for for, and the aforementioned Proofpoint obligations shall not apply to any infringement arising from: claim based on or relating to (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii1) the use of the Indemnified Products in combination with any other than a current unaltered release of the Software available from MSCproduct, service or device, if the such infringement claim would have been avoided by the use of the then-current releaseIndemnified Products without such other product, service or device; (iii2) modifications any modification or adaptation to the Software Indemnified Products; (3) use of an Indemnified Products other than as expressly authorized pursuant to this Schedule or pursuant to applicable Proofpoint Documentation; (4) use of the Indemnified Products by Customer after Proofpoint has made available to Customer a modified version or replacement for the Indemnified Products or has provided notice to Customer that were not authorized by MSC a claim of infringement has been or were undertaken at may be made with respect to the request of or direction of CustomerIndemnified Product; or (iv5) specifications, instructions, features, functions or designs or other elements provided by or requested by Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the . The foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months the entire liability of delivery Proofpoint with respect to any infringement or claim of the Softwareinfringement of any third party intellectual property right.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall(a) LimePoint will: (i) defend or, at its own expense option, settle any demand, claim, action, suit or proceeding brought against Licensee or any End User (the “Indemnified Parties”) alleging that any part of the Software (the “Infringing Items”) infringes a patent, or any copyright, trade secret or other third party Intellectual Property Rights (IP Claim); and (ii) pay any damages finally awarded against the Indemnified Party or payable by the Indemnified Party under a settlement approved by LimePoint. (b) LimePoint may (at its option) modify or replace any Infringing Items to ensure they are no longer “Infringing Items” (so long as those items have substantially the same functionality) or procure the rights for the Indemnified Parties to use the Infringing Items. If either of those options are not commercially viable for LimePoint, then if requested by LimePoint, the Licensee must cease using and subject return the Infringing Items to LimePoint and LimePoint will repay any relevant fees referable to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope unexpired Term of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: Order. (c) The indemnity in this clause 14 will not apply: (i) where the Indemnified Parties have failed to provide prompt written notice to LimePoint of such claim; the IP Claim; (ii) assistance and information reasonably requested by MSC; and to the extent the Indemnified Party has admitted liability or otherwise compromised LimePoint’s ability to defend the IP Claim; (iii) to the sole authority extent that the Indemnified Party does not provide LimePoint with control of any defence or settlement negotiations; (iv) to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) extent the integration IP Claim is caused or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided contributed to by the use of the then-current releaseSoftware in breach of this agreement, in a manner not contemplated in the Documentation or in combination with another product or software; (v) to any modification of the Software by a party other than LimePoint; or (iiivi) modifications to if the IP Claim would have been avoided if the Indemnified Party had used a more recent version of the Software that were was not authorized infringing. (d) Licensee agrees to provide any reasonable assistance requested by MSC or were undertaken at LimePoint in defending an IP Claim. (e) This clause 14 sets out the request of or direction of Customer; or (iv) Customer’s use sole remedy of the Software Indemnified Parties in a manner connection with any IP Claim. The Licensee agrees to ensure that does not comply each Indemnified Party complies with this Agreementclause 14. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shallSubject to clause 13.7, the Company will indemnify and hold harmless the Customer against any damages (including reasonable costs) that may be awarded or reasonably agreed to be paid to any third party in respect of any claim or action that the normal operation, possession or use of the Licensed Program Materials by the Customer infringes the United Kingdom patent, copyright, design (registered or unregistered), trade ▇▇▇▇ or trade name of the said third party (“Intellectual Property Infringement”) provided that the Customer:- 13.1.1 gives notice (if oral to be confirmed in writing) to the Company or any Intellectual Property Infringement forthwith upon becoming aware of the same; 13.1.2 gives the Company sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express written instructions of the Company; and 13.1.3 acts in accordance with the reasonable instructions of the Company and gives the Company such assistance as it shall reasonably require in respect of the conduct of the said defence, including without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents. 13.2 The Company shall reimburse the Customer’s reasonable costs incurred in complying with the provisions of clause 13.1 above. 13.3 The Company shall have no liability to indemnify the Customer in respect of an Intellectual Property Infringement if the same results from:- 13.3.1 any unauthorised alteration, modification or adjustment to the Licensed Program Materials without the written consent of the Company; or 13.3.2 the combination, connection, operation or use of the Licensed Program Materials with any other equipment software goods or documentation not supplied by the Company; or 13.3.3 any breach of the Customer’s obligations under this Agreement. 13.4 In the event of the Intellectual Property Infringement the Company shall be entitled at its own expense and subject option either to:- 13.4.1 procure the right for the Customer to continue using the Licensed Program Materials; or 13.4.2 make such alterations, modifications or adjustments to the terms Licensed Program Materials that they become non-infringing without a material diminution in performance or function; or 13.4.3 replace the Licensed Program Materials with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function. 13.5 If the Company in its reasonable judgement is not able to exercise any of the options set out in clauses13.4.1 to 13.4.3 above within 90 days of the date received noticed of the Intellectual Property Infringement, it shall so notify the Customer who shall be entitled to terminate this Agreement by 14 days notice in writing to the Company. 13.6 The provisions of this Agreement indemnify, defend clause 13 set out the entire liability of the Company to the Customer for any Intellectual Property Infringement. 13.7 The Customer agrees and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging acknowledges that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC Company shall have no liability for of any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications nature whatsoever to the Software that were not authorized by MSC or were undertaken at Customer in respect of any Intellectual Property Infringement relating to the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Third Party Software.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, 8.1 GDSC agrees to defend and/or handle at its own expense expense, any claim or action against MON, its affiliates and/or their respective officers, directors, employees and subject agents for actual or alleged infringement of any Intellectual Property Right, based upon the Software or Documentation furnished hereunder by GDSC or based on MON's use thereof. GDSC further agrees to the terms of this Agreement indemnify, defend indemnify and hold Customer MON harmless from and against any claim(sand all liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees) brought against Customer by a third party alleging that associated with any such claim or action. GDSC shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing. 8.2 If any Software or any portion thereof as Documentation furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomeshereunder become, or in MSC’s GDSC's opinion is are likely to become, the subject of an infringement claimany such claim or action, MSC maythen, GDSC, at its sole option and expense, expense may either: (ia) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain procure for Customer, at MSC's expense, MON the right to continue using same as contemplated hereunder; (b) modify same to render same non-infringing (provided such modification does not adversely affect MON's use of such Softwareas contemplated hereunder); or (ivc) if none replace same with equally suitable, functionally equivalent, compatible, non-infringing products, materials and/or services. 8.3 GDSC will have no liability for any claim alleging infringement of any Intellectual Property Right that results from the (a) use of other than the then-latest Update of the foregoing is commercially feasibleSoftware, MSC will take back solely to the extent such infringement could have been avoided by use of the then-latest Update of the Software, and such then-latest Update had been made available to MON at no additional charge or pursuant to Section 6.6, but MON, after having been notified by GDSC of actual or possible infringement, chose to continue to use the prior Update, (b) modification of the Software involvedmade by any party other than GDSC or GDSC's designee, and grant Customer (c) unauthorized use of a refund combination of the Software with other materials not provided by GDSC that is inconsistent with the Documentation therefor, or credit for (d) use of the unused portion Software outside the scope of the license fee and associated unused Maintenance fees actually paid to MSC for granted under this Agreement without the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actionsprior written consent of an officer of GDSC. 13.4 With the exception of claims based on malice8.4 THE FOREGOING PROVISIONS IN THIS SECTION 8 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF GDSC, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve AND THE EXCLUSIVE REMEDY OF MON, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT BY THE SOFTWARE OR DOCUMENTATION, AND (12B) months of delivery of the SoftwareANY BREACH OF THE WARRANTY IN SECTION 7.1(d).

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall12.1 Optrics shall defend, or at its own expense and subject to the terms of this Agreement indemnifyoption, defend and hold Customer harmless from and against settle any claim(s) Claims brought against Customer claiming Customer's possession or use of the Deliverables, excluding third-party Products and third-party Deliverables, or receipt of the Services, (but only to the extent provided by a Optrics or its servants, employees, agents or contractors), infringes any copyright, trademark or trade secret of any third party alleging enforceable against Customer in the United States of America or Canada, and shall reimburse Customer for any judgments, damages, costs or expenses payable by Customer to the party bringing such action together with reasonable attor¬neys' fees relating thereto. Customer agrees that the Software or any portion thereof as furnished Optrics shall be relieved of its obligations under this Agreement clause unless Customer notifies Optrics promptly and used within immediately in writing of and gives Optrics the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole exclusive authority to defend and or settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for Claim and gives Optrics proper and full information and non-financial assistance to settle or defend any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this AgreementClaim. 13.3 12.2 If the Software becomesDeliverables, or any part thereof, is, or in MSC’s the opinion is likely to of Optrics may become, the subject of an any claim for infringement claimof any third party proprietary right, MSC or if it is determined, or appears likely to be determined, by a court of competent jurisdiction that the Deliverables, or any part thereof, infringes any third-party proprietary right, and such claim or court determination may, in the opinion of Optrics, trigger Optrics’ indemnity obligations under the foregoing, then Optrics may, at its sole option and expense, either: either (i) substitute procure for Customer the right to use the Deliverables alleged to be infringing or (ii) replace or modify the Deliverables, or parts or components thereof, with other suitable and reasonably equivalent Deliverables so that the Deliverables become non-infringing software of substantially similar functionality; or (iii) if it is not commercially reasonable to take the actions specified in items (i) or (ii) modify the infringing Software so that it immediately preceding, terminate this Agreement and Customer shall immediately cease using such Deliverables, and Customer shall have no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use remedy or recourse against Optrics as a result of such Software; termination other than to claim a refund of any deposit or (iv) if none payment paid to Optrics and not as yet applied, or due to be applied to Fees accruing due. 12.3 Optrics shall have no liability or obligations hereunder for any infringement Claim relating to any of the foregoing is commercially feasible, MSC will take back following: (a) modifications made to the Software involved, and grant Deliverables by Optrics pursuant to directions from Customer a refund or credit for specifications or requirements provided by Customer; • (b) modifications made to the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based Deliverables by Customer or on malice, any claims behalf of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.by any third party;

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. . 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-then- current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section THIS SECTION 13 states STATES MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions'S ENTIRE LIABILITY AND CUSTOMER'S Documentação e imediatamente desinstalar e apagar todo Software e a Documentação (e códigos de autorização correlatos) de todos os computadores do Cliente. Dentro de 15 (quinze) ▇▇▇▇ após a rescisão, o Cliente devolverá ou destruirá (à opção exclusiva da MSC) todos os originais e cópias do Software (e códigos de autorização correlatos) e da Documentação, e a pedido da MSC, certificará por escrito ter devolvido ou destruído (conforme aplicável) todos os referidos originais e cópias. A rescisão do presente Contrato não liberará o Cliente de qualquer obrigação acumulada até a data da rescisão. As disposições que subsistirão à rescisão deste Contrato incluem as disposições que constam das Cláusulas 5, 6.4, 9, 10, 11, 12, 13, 14, 15, 16 e outras que por sua natureza devam subsistir. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.