Common use of Intellectual Property Infringement Indemnification Clause in Contracts

Intellectual Property Infringement Indemnification. a) Tyler’s Obligations. Tyler shall defend and indemnify Client against any claim by an unaffiliated third party of this Agreement that a Tyler Software Product, if used within the scope of this Agreement, directly infringes that party's registered United States patent, copyright or trademark issued and existing as of the Effective Date or as of the distribution date of a release to the Tyler Software Product, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in writing. b) Client’s Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection with any claim as described herein: i. Promptly notifies Tyler in writing of any such claim; ii. Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and iii. Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise of the claim. c) Exceptions to Tyler’s Obligations. Tyler will have no liability hereunder if the claim of infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current version of the Tyler Software Product; ii. Client's combining the Tyler Software Product with devices or products not provided by Tyler; iii. Use of a Tyler Software Product in applications, business environments or processes for which the Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product outside such application, environment or business process would not have given rise to the claim; iv. Corrections, modifications, alterations or enhancements that Client made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or vi. Client's willful infringement, including Client’s continued use of the infringing Tyler Software Product after Client becomes aware that such infringing Tyler Software Product is or is likely to become the subject of a claim hereunder.

Intellectual Property Infringement Indemnification. (a) TylerSymantec’s ObligationsIntellectual Property Indemnification Obligation. Tyler shall defend and indemnify Client against To the extent any claim by an unaffiliated third party of this Agreement claim, suit, proceeding or judgment is based on a claim that a Tyler Software Product, if used within the scope of this Agreement, directly infringes that party's registered Services infringe any United States patent, copyright or trademark issued trade secret (an “Infringement Claim”), Symantec shall defend and existing as hold harmless Subscriber and its directors, officers, agents, employees, successors and assigns from such Infringement Claim, and indemnify Subscriber for damages finally awarded against Subscriber to the extent such damages are attributable to direct infringement by the Services or agreed to in settlement by Symantec, plus costs (including reasonable attorneys’ fees and expenses). In the event of any Infringement Claim, Symantec shall have the right, at its sole option, to obtain the right to continue use of the Effective Date affected Service or as to replace or modify the affected Service so that they may be provided by Symantec and used by Subscriber without infringement of third party United States patent, copyright or trade secret rights. If neither of the distribution date foregoing options is available to Symantec on a commercially reasonable basis, Symantec may terminate the Service immediately upon written notice to Subscriber, and within thirty (30) days after such termination Symantec shall pay a termination fee equal to the prorated portion of any Service Fees (excluding installation and any other non-recurring fees) paid in advance commensurate with the remaining portion of the Service period for which such Service Fees were assessed and paid. The foregoing indemnity shall not apply to any infringement resulting from: (i) any open source or third party components or products; (ii) any use of the Service not in accordance with the Agreement; (iii) any use of the Services in combination with other services, software or hardware not supplied by Symantec if the alleged infringement would not have occurred but for such combination; (iv) any modification of the Services not performed by Symantec if the alleged infringement would not have occurred but for such modification; or (v) use of an allegedly infringing version of the Service if the alleged infringement could be avoided by the use of a release more current version of the Service made available to Subscriber. NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, THE RIGHTS AND REMEDIES SET FORTH IN THIS SECTION CONSTITUTE THE ENTIRE OBLIGATION OF SYMANTEC AND YOUR EXCLUSIVE REMEDIES WITH RESPECT TO THE SUBJECT MATTER THEREOF. (b) Subscriber shall promptly notify Symantec of any claim for indemnity by providing written notice pursuant to this Agreement. When notifying an Infringement Claim, any such notice shall: (i) identify the Tyler Software ProductUnited States patent, copyright or trade secret asserted by a third party and the Service potentially impacted by the third party claim; and (ii) identify, initially and on an ongoing basis, any other potential indemnitor to whom Subscriber has provided notice of the third party claim and the Service supplied to Subscriber by such other potential indemnitor. After receipt of such notice, Symantec shall have a reasonable time to investigate whether the third party claim might fall within the scope of the indemnification prior to assuming the defense of such claim. With respect to any claim for which such notification is provided or otherwise within the scope of the indemnity, Symantec shall have the right to control and bear full responsibility for the defense of such claim (including any settlements); provided however, that: (i) Symantec shall keep Subscriber informed of, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in writing. b) Client’s Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection consult with any claim as described herein: i. Promptly notifies Tyler in writing of any such claim; ii. Gives Tyler reasonable cooperation, information, and assistance Subscriber in connection with the claimprogress of such litigation or settlement; and iii. Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise of the claim. c(ii) Exceptions to Tyler’s Obligations. Tyler will have no liability hereunder if the claim of infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current version of the Tyler Software Product; ii. Client's combining the Tyler Software Product with devices or products not provided by Tyler; iii. Use of a Tyler Software Product in applications, business environments or processes for which the Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product outside such application, environment or business process would Symantec shall not have given rise any right, without Subscriber’s written consent, which consent shall not be unreasonably withheld, to the claim; iv. Corrections, modifications, alterations or enhancements that Client made to the Tyler Software Product and settle any such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or vi. Client's willful infringement, including Client’s continued use of the infringing Tyler Software Product after Client becomes aware that claim if such infringing Tyler Software Product is settlement arises from or is likely part of any criminal action, suit or proceeding or contains a stipulation to become or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on Subscriber’s part, or requires any specific performance or non-pecuniary remedy by Subscriber; and (iii) Subscriber shall have the subject right to participate in the defense of a claim hereunderwith counsel of its choice at its own expense.

Intellectual Property Infringement Indemnification. aContractor shall fully indemnify and save harmless and defend Owner, the partners in Owner, Construction Lender, Independent Engineer, PECO and their respective directors, officers, agents and employees (the "Owner IP Indemnified Parties") Tyler’s Obligations. Tyler shall defend from and indemnify Client against any claim by an unaffiliated third party of this Agreement that a Tyler Software Product, if used within the scope of this Agreement, directly infringes that party's registered United States patent, copyright or trademark issued and existing as of the Effective Date or as of the distribution date of a release to the Tyler Software Product, and will pay the amount of all damages awarded against any resulting adverse final judgment issued Owner IP Indemnified Party by a court of competent jurisdiction or arising out of a settlement made in accordance with this Article 17 to the extent that the claim is based on the infringement (or assertions of infringement) of any settlement made by Tyler in writing. b) Client’s Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection with any claim as described herein: i. Promptly notifies Tyler in writing of any such claim; ii. Gives Tyler reasonable cooperationpatent rights, informationcopyrights or other intellectual property right, and assistance in connection with the claim; and iii. Consents to Tyler's sole control and authority with respect to Equipment, materials, designs, techniques, processes and information supplied or used by Contractor or any Subcontractor or Lower-tier Subcontractor in performing the defenseWork hereunder other than any such Equipment, settlement material, designs, techniques, processes and information provided by the Owner IP Indemnified Parties. If, in any suit or compromise claim relating to the foregoing, a temporary restraining order or preliminary injunction is granted, Contractor shall make every reasonable effort to secure the suspension of the injunction or restraining order. If, in any such suit or claim. c, the Plant or any part, combination or process thereof, is held to constitute an infringement and its use is enjoined, Contractor shall immediately (a) Exceptions pay the reasonable direct out-of-pocket costs and expenses to Tyler’s Obligations. Tyler will have no liability hereunder if secure a license to use such infringing work, replace the claim of infringement infringing work or an adverse final judgment rendered by a court of competent jurisdiction results from: i. Client's use of a previous version of a Tyler Software Product and modify the claim would have been avoided had Client used the current version of the Tyler Software Product; ii. Client's combining the Tyler Software Product with devices or products not provided by Tyler; iii. Use of a Tyler Software Product in applications, business environments or processes for which the Tyler Software Product was not designed or contemplatedsame so that it becomes non-infringing, and where use of the Tyler Software Product outside such application(b) make every reasonable effort to secure for Owner a license, environment or business process would not have given rise at no cost to the claim; iv. CorrectionsOwner, modifications, alterations or enhancements that Client made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or vi. Client's willful infringement, including Client’s authorizing continued use of the infringing Tyler Software Product after Client becomes aware work. If Contractor is unable to secure such license within a reasonable time, Contractor shall, at its own expense and without impairing performance requirements, either replace the affected work, or part, combination or process thereof, with non-infringing components or parts or modify the same so that such infringing Tyler Software Product is or is likely to they become the subject of a claim hereundernon-infringing.

Intellectual Property Infringement Indemnification. aSubject to the provisions of this Section 8, InfoArmor shall indemnify and hold harmless Client and Participants (the “Indemnified Parties”) Tyler’s Obligations. Tyler shall defend from and indemnify Client against any and all actions, lawsuits, claims, amounts paid in settlement of claims, damages, losses, fines, penalties, costs and expenses (including reasonable fees and expenses of legal counsel) and other liabilities (collectively, “Losses”) arising from or relating to any claim by an unaffiliated or allegation that the Services infringe any patent, copyright, trademark or other proprietary right, or misappropriate any trade secret, of any third party or violate the terms of this Agreement that a Tyler Software Product, if used any third party software license contained within the scope of this Agreement, directly infringes that party's registered United States patent, copyright Services or trademark issued and existing any software provided as part of the Effective Date Services. If any Services, in whole or as in part, constitute infringement or misappropriation of any third party’s rights, and/or if Client’s use thereof is subject to actual or overtly threatened enjoinment, InfoArmor, in addition to its indemnification obligations hereunder, shall promptly (i) secure for the Indemnified Parties the right to continue using such infringing Services, or (ii) re-perform or replace such Services with comparable non-infringing‌ Services, or (iii) modify the Services so that they become non infringing. In the event InfoArmor is unable to procure one of the distribution date of a release aforementioned remedies on terms that are commercially reasonable to InfoArmor, InfoArmor may terminate the Tyler Software Product, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in writing. b) Client’s Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection with any claim as described herein: i. Promptly notifies Tyler in writing of any such claim; ii. Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and iii. Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise of the claim. c) Exceptions to Tyler’s Obligations. Tyler will have no liability hereunder if the claim of infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current version of the Tyler Software Product; ii. Client's combining the Tyler Software Product with devices or products not provided by Tyler; iii. Use of a Tyler Software Product in applications, business environments or processes for which the Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product outside such application, environment or business process would not have given rise to the claim; iv. Corrections, modifications, alterations or enhancements that Client made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or vi. Client's willful infringement, including Client’s continued use provision of the infringing Tyler Software Product after Services or this Agreement as a whole, whereupon (A) Client becomes aware that shall immediately cease its use (including provision to Participants) of the Services in question, and (B) InfoArmor shall promptly refund or credit to Client and/or Participants (as applicable) any amounts paid in advance to InfoArmor for future provision of such infringing Tyler Software Product is or is likely to become the subject of a claim hereunderServices.

Intellectual Property Infringement Indemnification. a) Tyler’s Obligations. Tyler Supplier hereby indemnifies, and shall defend and indemnify Client hold harmless *** and all of ***’s subsidiaries and all officers, agents and employees of *** and any Customer from and against all claims, suits, actions, awards, judgments, settlements (including, but not limited to, awards based on intentional infringement of patents or copyrights known to Supplier), liabilities, damages, costs and attorney’s fees related to the actual or alleged infringement of any claim intellectual property rights as defined by an unaffiliated third party of this Agreement that a Tyler Software Product***, if used within the scope of this Agreement, directly infringes that party's registered United States patent, copyright or trademark issued and existing as other nation’s intellectual property laws arising out of the Effective Date manufacture, sale or as use of the distribution date of a release to the Tyler Software ProductProducts, and will pay the amount of technical publications or services by either Supplier, *** or any resulting adverse final judgment issued by a court of competent jurisdiction or of Customer. *** and/or any settlement made by Tyler in writing. b) Client’s Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection with any claim as described herein: i. Promptly notifies Tyler in writing Customer shall duly notify Supplier of any such claim; ii. Gives Tyler reasonable cooperation, informationsuit or action, and assistance in connection with the Supplier agrees to, at its own expense, fully defend such claim; and iii. Consents to Tyler's sole control , suit or action on behalf of *** and authority all of ***’s subsidiaries and all officers, agents and employees of *** and/or any Customer, provided, however, that Supplier shall keep *** well-informed with respect to any and all actions to be taken by Supplier; *** shall have the defenseright to interfere in such actions whenever *** believes that such action may prejudice itself; and Supplier shall not settle, settlement compromise or compromise discharge, or admit any liability with respect to, any such claim without the prior written consent of ***. Notwithstanding the claim. c) Exceptions to Tyler’s Obligations. Tyler will foregoing, Supplier shall have no liability hereunder if the claim obligation under this Agreement with regard to any infringement arising from: (i) Supplier’s compliance with formal specifications issued by *** where infringement could not be avoided in complying with such specifications or (ii) use or sale of Products in combination with other items when such infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current version of the Tyler Software Product; ii. Client's combining the Tyler Software Product with devices or products not provided by Tyler; iii. Use of a Tyler Software Product in applications, business environments or processes for which the Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product outside such application, environment or business process would not have given rise to occurred from the claim; ivuse or sale of those Products solely for the purpose for which they were designed and sold by Supplier. CorrectionsCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], modifications, alterations or enhancements that Client made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or vi. Client's willful infringement, including Client’s continued use of the infringing Tyler Software Product after Client becomes aware that such infringing Tyler Software Product is or is likely to become the subject of a claim hereunderAND THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC.

Intellectual Property Infringement Indemnification. (a) Tyler’s Obligations. Tyler Contractor shall defend indemnify, defend, and indemnify Client against hold harmless Customer from any claim and all Losses arising from, in connection with, or based on any allegations made by an unaffiliated third parties (including Subcontractors of Contractor) that Customer's possession or use of the Work, or any part thereof, infringes any third-party Intellectual Property Right; provided, however, (i) Contractor's total liability to Customer or any third party of this Agreement that a Tyler Software Product, if used within the scope of this Agreement, directly infringes that party's registered United States patent, copyright or trademark issued and existing as of the Effective Date or as of the distribution date of a release to the Tyler Software Product, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in writing. b) Client’s Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection with any claim as described herein: i. Promptly notifies Tyler in writing of any such claim; ii. Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and iii. Consents to Tyler's sole control and authority with respect to such intellectual property infringement indemnity shall not exceed (A) Seven Million, Five Hundred Thousand Dollars ($7,500,000) with respect to claims related to Work performed by Contractor or any of its Subcontractors (except Unique Broadband Systems) hereunder and (B) One Million Dollars ($1,000,000) with respect to claims related to Work performed by Contractor's Material Subcontractor Unique Broadband Systems under this Contract, and (ii) Contractor's total aggregate liability under (i) shall not exceed Seven Million, Five Hundred Thousand Dollars ($7,500,000). Notwithstanding the defenseforegoing, settlement Contractor shall not be liable under this paragraph (a) to the extent Losses are caused by (i) the contributory infringement by Customer as described in paragraph (b) of Article 21.2 (Indemnity by Customer) or compromise of are based on claims related to work or deliverable items furnished by Unique Broadband Systems pursuant to the claim. cInterim Services Agreement with Customer, dated August 9, 1999; or (ii) Exceptions modifications to Tyler’s Obligations. Tyler will have no liability hereunder if the claim of infringement Work by any person other than Contractor or an adverse final judgment rendered its Subcontractors unless otherwise directed by a court of competent jurisdiction results from: i. ClientContractor or its Subcontractors; or (iii) Customer's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current version of the Tyler Software Product; ii. Client's combining the Tyler Software Product Work in combination with devices or products items not provided by Tyler; iii. Use of a Tyler Software Product Contractor or its Subcontractors unless such non-deliverables are identified in applications, business environments or processes for Exhibit A (Design Specifications) as items with which the Tyler Software Product was not designed or contemplated, and where deliverables hereunder will be used in combination. (b) If the use of the Tyler Software Product outside such applicationWork or any part thereof is enjoined, environment Contractor shall, or, if in Contractor's reasonable opinion the Work or business process would not have given rise to the claim; iv. Corrections, modifications, alterations or enhancements that Client made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or vi. Client's willful infringement, including Client’s continued use of the infringing Tyler Software Product after Client becomes aware that such infringing Tyler Software Product is or part thereof is likely to become be enjoined, Contractor may, in either case at its expense, either procure for Customer the right to use the Work or infringing part thereof, as the case may be, or substitute an equivalent product reasonably acceptable to Customer, or modify the Work or infringing part thereof to render them non- infringing without materially affecting their utility or functionality. If Contractor determines that none of these alternatives is reasonably available or feasible, Contractor shall meet with Customer to address the matter and reach an equitable solution reasonably acceptable to Customer. (c) Contractor's obligations under this Article 21.3 (Intellectual Property Infringement Indemnification) shall be subject of a claim hereunderto Article 21.4 (Indemnification Procedures).

Intellectual Property Infringement Indemnification. a) Tyler’s Obligations. Tyler shall defend and indemnify Client against any claim by an unaffiliated third party of this Agreement and all claims that a Tyler Software Product, if used within the scope of this Agreement, directly infringes that party's registered United States patent, copyright or trademark issued and existing as of the Effective Date or as of the distribution date of a release to the Tyler Software Product, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in writing. Tyler's liability for damages and expenses arising out of an intellectual property infringement claim, whether based on a theory of contract or tort, including negligence and strict liability shall not be limited to the amount of Software fees set forth in the Investment Summary and paid by Client. b) Client’s Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection with any claim as described herein: i. Promptly notifies Tyler in writing of any such claim; ii. Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and iii. Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise of the claim, provided, however, Tyler shall obtain Client’s consent, which shall not be unreasonably withheld, prior to settling or compromising any claim in the event that Client is a named party in such action and the proposed settlement, compromise or resolution of such claim requires any payment from Client which will not be indemnified by Tyler, or any action by Client other than cessation of use of the infringing Tyler Software Product. c) Exceptions to Tyler’s Obligations. Tyler will have no liability hereunder if the claim of infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current version of the Tyler Software Product; ii. Client's combining the Tyler Software Product with devices or products not provided by Tyler; iii. Use of a Tyler Software Product in applications, business environments or processes for which the Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product outside such application, environment or business process would not have given rise to the claim; iv. Corrections, modifications, alterations or enhancements that Client made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees, or Client’s court designated providers and contractors; or vi. Client's willful infringement, including Client’s continued use of the infringing Tyler Software Product after Client becomes aware that such infringing Tyler Software Product is or is likely to become the subject of a claim hereunder.

Intellectual Property Infringement Indemnification. a) Tyler’s Obligations13.1. Tyler shall defend and indemnify Client against any claim by an unaffiliated third party of this Agreement that a Tyler Software Product, if used within the scope of Subject to this Agreement, directly SCYTL shall defend, indemnify and hold the Customer harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with claims, demands, suits, or proceedings made or brought against the Customer by a third party alleging that the use of the SOFTWARE and Documentation as contemplated hereunder infringes the intellectual property rights of a third party (each an “Infringement Claim”); provided, that party's registered United States the Customer(a) promptly gives written notice of the Infringement Claim to SCYTL; (b) gives SCYTL sole control of the defense and settlement of the Infringement Claim (provided that SCYTL may not settle or defend any Infringement Claim unless it unconditionally releases the Customer of all liability); and (c) provides to Scylla reasonable assistance and information. 13.2. If (a) SCYTL becomes aware of an actual or potential Infringement Claim, or (b) the Customer providesSCYTL with notice of an actual or potential Infringement Claim, SCYTL may (or in the case of an injunction against the Customer, shall), at SCYTL’ sole option and determination: (i) procure for the Customer the right to continue to use the SOFTWARE; or (ii) replace or modify the SOFTWARE with equivalent or better SOFTWARE so that the Customer’s use is no longer infringing; or (iii) if (i) and (ii) are not commercially reasonable, as determined by Scytl in its sole discretion, terminate the license(s) for such SOFTWARE and refund to the Customer that portion of any prepaid subscription fees that is applicable to the period following the termination of the Subscription pursuant to this Section 13, less any outstanding moneys owed on such affected portion of the SOFTWARE. 13.3. The indemnity in this Article does not extend to (1) any Infringement Claim based upon infringement or alleged infringement of any patent, trademark, copyright or trademark issued and existing as other intellectual property right by the combination of the Effective Date SOFTWARE furnished by SCYTL with other products, SOFTWARE or as of the distribution date of a release services not provided or approved by SCYTL, other than SOFTWARE designed by SCYTL with certain commercial hardware or other commercially available SOFTWARE, if such infringement would have been avoided but for such combination; (2) any Infringement Claim related to the Tyler Software Product, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in writing. b) Client’s Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection with any claim as described herein: i. Promptly notifies Tyler in writing of any such claim; ii. Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and iii. Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise modification of the claim. c) Exceptions to Tyler’s Obligations. Tyler will have no liability hereunder SOFTWARE by anyone other than SCYTL if the claim of such infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current but for such combination; (3) any Infringement Claim in respect to any version of the Tyler Software Product; ii. Client's combining SOFTWARE other than the Tyler Software Product with devices most current version; or products not provided by Tyler; iii. Use (4) any use, distribution, sublicensing or exercise of a Tyler Software Product in applications, business environments or processes for which any other right outside the Tyler Software Product was not designed or contemplated, and where use scope of the Tyler Software Product outside such applicationlicenses granted in this Agreement. 13.4. THIS ARTICLE 13 CONTAINS SCYTL’ ENTIRE LIABILITY, environment or business process would not have given rise to the claim; iv. CorrectionsAND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, modifications, alterations or enhancements that Client made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or vi. Client's willful infringement, including Client’s continued use of the infringing Tyler Software Product after Client becomes aware that such infringing Tyler Software Product is or is likely to become the subject of a claim hereunderFOR INFRINGEMENT CLAIMS.

Intellectual Property Infringement Indemnification. a) Tyler’s Obligations. Tyler shall defend 9.1 Subject to the conditions contained in this clause 9, Neotechnology agrees to hold harmless from and indemnify Client against the Reseller from all liability for infringement of any claim by an unaffiliated third party of this Agreement that a Tyler Software Product, if used within the scope of this Agreement, directly infringes that party's registered United States patent, copyright or trademark issued and existing rights or other intellectual property rights of third parties that arise as a direct result of the Effective Date or as sale of the distribution date Products, unless such liability is caused by the breach of this agreement, reckless act or negligence of the Reseller. Otherwise, Neotechnology will defend any claim or proceeding commenced against the Reseller or an End User of the Reseller based on a release claim that any Product supplied to the Tyler Software Product, and will pay Reseller under this agreement constitutes an infringement of intellectual property rights subject to the amount understanding that Neotechnology shall have exclusive control over the defence and/or settlement of any resulting adverse final judgment issued by a court of competent jurisdiction such claims or of any settlement made by Tyler in writingproceedings. b) Client’s Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection with any claim as described herein: i. Promptly notifies Tyler in writing 9.2 The Reseller must give prompt notice to Neotechnology of any such claim; ii. Gives Tyler claims or proceedings and must provide any reasonable cooperation, information, support and assistance in connection with the claim; andto Neotechnology as is necessary to resolve any such claims or proceedings. iii. Consents to Tyler's sole control and authority with respect 9.3 Neotechnology will not under any circumstances be liable for any Consequential Loss (including loss of contracts), loss of income or data, arising out of or relating to the defensetransactions contemplated in this agreement for whatever reason whether in contract, settlement tort, deceit (including without limitation, negligence or compromise strict liability) or otherwise, even if Neotechnology is apprised of the claim. c) Exceptions to Tylerlikelihood of such loss or damages occurring. In no event will Neotechnology’s Obligations. Tyler will have no liability hereunder if the claim of infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current version of the Tyler Software Product; ii. Client's combining the Tyler Software Product with devices or products not provided by Tyler; iii. Use of a Tyler Software Product in applications, business environments or processes for which the Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product outside such application, environment or business process would not have given rise to the claim; iv. CorrectionsReseller (whether based in an action or claim in contract, modificationswarranty, alterations condition, tort or enhancements that Client made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or vi. Client's willful infringementotherwise, including Client’s continued use negligence or strict liability) arising out of or relating to any products sold hereunder exceed the infringing Tyler Software Product after Client becomes aware that such infringing Tyler Software Product is or is likely to become aggregated amount of purchase by the subject Reseller of a claim hereunderall products under this agreement.

Intellectual Property Infringement Indemnification. a) Tyler’s Obligations13.1. Tyler shall defend and indemnify Client against any claim by an unaffiliated third party of this Agreement that a Tyler Software Product, if used within the scope of Subject to this Agreement, directly SCYTL shall defend, indemnify and hold the Customer harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with claims, demands, suits, or proceedings made or brought against the Customer by a third party alleging that the use of the SOFTWARE and Documentation as contemplated hereunder infringes the intellectual property rights of a third party (each an “Infringement Claim”); provided, that party's registered United States the Customer (a) promptly gives written notice of the Infringement Claim to SCYTL; (b) gives SCYTL sole control of the defense and settlement of the Infringement Claim (provided that SCYTL may not settle or defend any Infringement Claim unless it unconditionally releases the Customer of all liability); and (c) provides to SCYTL all reasonable assistance and information. 13.2. If (a) SCYTL becomes aware of an actual or potential Infringement Claim, or (b) the Customer provides SCYTL with notice of an actual or potential Infringement Claim, SCYTL may (or in the case of an injunction against the Customer, shall), at SCYTL’ sole option and determination: (i) procure for the Customer the right to continue to use the SOFTWARE; or (ii) replace or modify the SOFTWARE with equivalent or better SOFTWARE so that the Customer’s use is no longer infringing; or (iii) if (i) and (ii) are not commercially reasonable, as determined by Scytl in its sole discretion, terminate the license(s) for such SOFTWARE and refund to the Customer that portion of any prepaid subscription fees that is applicable to the period following the termination of the Subscription pursuant to this Section 13, less any outstanding moneys owed on such affected portion of the SOFTWARE. 13.3. The indemnity in this Article does not extend to (1) any Infringement Claim based upon infringement or alleged infringement of any patent, trademark, copyright or trademark issued and existing as other intellectual property right by the combination of the Effective Date SOFTWARE furnished by SCYTL with other products, SOFTWARE or as of the distribution date of a release services not provided or approved by SCYTL, other than SOFTWARE designed by SCYTL with certain commercial hardware or other commercially available SOFTWARE, if such infringement would have been avoided but for such combination; (2) any Infringement Claim related to the Tyler Software Product, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in writing. b) Client’s Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection with any claim as described herein: i. Promptly notifies Tyler in writing of any such claim; ii. Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and iii. Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise modification of the claim. c) Exceptions to Tyler’s Obligations. Tyler will have no liability hereunder SOFTWARE by anyone other than SCYTL if the claim of such infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current but for such combination; (3) any Infringement Claim in respect to any version of the Tyler Software Product; ii. Client's combining SOFTWARE other than the Tyler Software Product with devices most current version; or products not provided by Tyler; iii. Use (4) any use, distribution, sublicensing or exercise of a Tyler Software Product in applications, business environments or processes for which any other right outside the Tyler Software Product was not designed or contemplated, and where use scope of the Tyler Software Product outside such applicationlicenses granted in this Agreement. 13.4. THIS ARTICLE 13 CONTAINS SCYTL’S ENTIRE LIABILITY, environment or business process would not have given rise to the claim; iv. CorrectionsAND THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, modifications, alterations or enhancements that Client made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or vi. Client's willful infringement, including Client’s continued use of the infringing Tyler Software Product after Client becomes aware that such infringing Tyler Software Product is or is likely to become the subject of a claim hereunderFOR INFRINGEMENT CLAIMS.

Intellectual Property Infringement Indemnification. a) Tyler’s Obligations. Tyler shall Licensor will indemnify and defend the Sprint Indemnitees from and indemnify Client against all Damages arising out of any claim by an unaffiliated a third party of this Agreement against a Sprint Indemnitee that a Tyler the Software Product, if used within the scope any Services or any resulting use, sale or license of this Agreement, directly infringes that party's registered United States any Software Product or Services constitutes an infringement of any patent, trademark or copyright of any country or trademark issued and existing as the misappropriation of the Effective Date or as any trade secret. The foregoing obligation of the distribution date of a release indemnification shall not apply to the Tyler extent that such claim is due to products or services (i) that are developed according to detailed Specifications provided by Sprint, unless Licensor knows, or has reason to know without conducting any patent search or other investigations, that such Specifications provided by Sprint will, or are likely to, infringe any patent (ii) that are modified without authorization, (iii) combined with other products, processes or materials not approved by Licensor, or reasonably contemplated by the parties, where the alleged infringement relates to such combination, or (iv) where Sprint continues allegedly infringing activity after being notified thereof and being provided with modifications that would have avoided the alleged infringement. If Sprint’s right to sell, use or license the Software Product or Services is enjoined, Licensor must, at Licensor’s option and expense, either: a) procure for Sprint and its customers the continued right to use the Software Product or Services or both; b) replace the Software Product or Services or both with functionally equivalent non-infringing Software Product or Services; c) modify the Software Product or Services so they become non-infringing without changing their Core Function or intended functionality; d) remove the Software Product or discontinue Services and refund the price paid by Sprint for the enjoined Software Product or Services if such use is enjoined during the applicable Initial Term, or the amortized price paid by Sprint for the Software Product if such use is enjoined after the applicable Initial Term. In the event that a Sprint customer seeks indemnification from a Sprint Indemnitee or Licensor for a claim by a third party because the Software Product, and will pay the amount any Services or any resulting use of any Software Product or Services constitutes an infringement of any patent, trademark or copyright of any country or the misappropriation of any trade secret not otherwise excluded in this Section 14.4 above, then Sprint shall have the right to tender such claim to Licensor. Subject to Section 14.5, Licensor will indemnify and defend the Sprint customer from and against all Damages resulting adverse final judgment issued from such claim. The foregoing is not intended to, and shall not, create any rights enforceable by a court of competent jurisdiction or of any settlement made by Tyler in writingcustomer as a third party beneficiary. b) Client’s Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection with any claim as described herein: i. Promptly notifies Tyler in writing of any such claim; ii. Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and iii. Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise of the claim. c) Exceptions to Tyler’s Obligations. Tyler will have no liability hereunder if the claim of infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current version of the Tyler Software Product; ii. Client's combining the Tyler Software Product with devices or products not provided by Tyler; iii. Use of a Tyler Software Product in applications, business environments or processes for which the Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product outside such application, environment or business process would not have given rise to the claim; iv. Corrections, modifications, alterations or enhancements that Client made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement; v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or vi. Client's willful infringement, including Client’s continued use of the infringing Tyler Software Product after Client becomes aware that such infringing Tyler Software Product is or is likely to become the subject of a claim hereunder.