Common use of Mutual Indemnification Clause in Contracts

Mutual Indemnification. You shall indemnify and hold CloudNine, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).

Mutual Indemnification. You shall indemnify and hold CloudNine▇▇▇▇▇▇▇▇▇▇.▇▇▇, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ of all liability and such settlement does not affect CloudNine▇▇▇▇▇▇▇▇▇▇.▇▇▇'s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine▇▇▇▇▇▇▇▇▇▇.▇▇▇; provided that you (a) promptly give written notice of the claim to CloudNine▇▇▇▇▇▇▇▇▇▇.▇▇▇; (b) give CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ sole control of the defense and settlement of the claim (provided that CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ all available information and assistance; and (d) have not compromised or settled such claim. CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall have no indemnification obligation, and you shall indemnify CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall Each party (the “Provider”) will defend the other party (the “Recipient”) against any Claim made or brought against the Recipient by a third party alleging that any information, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify and hold CloudNine, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employeesthe Recipient from any damages, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) costs finally awarded against the Recipient as a claim alleging that use of the a customers’ data infringes the rights result of, or has caused harm tofor amounts paid by Recipient under a settlement approved in writing by Provider of, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreementany such Claim, provided in any such case that CloudNine the Recipient: (a) promptly gives the Provider written notice of the claim promptly to youClaim; (b) gives you the Provider sole control of the defense and settlement of the claim Claim (provided except that you the Provider may not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim Claim unless it unconditionally releases you the Recipient of all liability); and (c) provide to CloudNine gives the Provider all available information and reasonable assistance; and (d) have not compromised or settled such claim, at the Provider’s cost. CloudNine shall The Provider will have no indemnification obligationliability for any such Claim to the extent that (i) it arises from specifications or other Material provided by the other party, or (ii) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and you shall indemnify CloudNine pursuant at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, for claims arising from any infringement arising or (C) require return of the affected Material and all rights thereto from the combination Recipient. If the Provider exercises option (C), either party may terminate the relevant SOW or Project Plan upon ten (10) days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the Program with any “Consequences of your products, service, hardware or business process(es)Termination” Section below.

Mutual Indemnification. You shall indemnify and hold CloudNineRevegy, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not . Revegy shall defend or settle or defend at its expense any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); suit (can "Action") provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizationsagainst you, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging with an assertion that the Program directly Service or the use thereof as specifically authorized by Revegy, infringes a copyright, a any U.S. patent issued in existence as of the Effective Date, U.S. copyright or trademark rights or misappropriates a trademark trade secret of a any third party; provided that Revegy shall have no obligation under this Section to the extent any claim of infringement or misappropriation results from (i) use of the Services in combination with any other hardware or software supplied by any third person or entity other than Revegy; (ii) a claim, which if true, would constitute a violation by CloudNine any alteration or modification of its representations or warrantiesthe Services not provided Revegy; or (iii) use of the Services in a claim arising from breach way not intended by Revegy or not provided for or described in the applicable Documentation, if such infringement would not have occurred but for such combination, alteration, modification or unintended or unauthorized use of the Services. Should Services become, or in Revegy’s opinion be likely to become, the subject of an Action, Revegy may, at its discretion, (i) obtain for you, at no additional cost, the right to continue using the Services under this Agreement by CloudNineAgreement; provided (ii) modify or replace the Services to avoid such claim, or (iii) if Revegy determines that you neither (ai) or (ii) is commercially practicable, terminate the license to the Services and refund the pre-paid, unused fees. THIS SECTION 13 STATES REVEGY’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMED, POTENTIAL OR ACTUAL INFRINGEMENT OR FOR ANY ACTION. As an express condition to the foregoing indemnity obligations, the party seeking indemnity shall (i) promptly give written notice notify the indemnifying party in writing of any such actual or threatened loss, suit, claim, liability, expense or proceeding, (ii) allow the indemnifying party, at its own expense, to direct the defense of such suit, claim to CloudNine; or proceeding, (biii) give CloudNine sole control of the defense indemnifying party all information and assistance the indemnifying party considers reasonably useful to defend such suit, claim or proceeding, and (iv) not enter into any settlement of any such suit, claim or proceeding without the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es)indemnifying party’s written consent.

Mutual Indemnification. You shall indemnify and hold CloudNineAAI, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, stockholders, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine AAI (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine AAI of all liability and such settlement does not affect CloudNineAAI's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Likewise, AAI shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine AAI of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineAAI; provided that you (a) promptly give written notice of the claim to CloudNineAAI; (b) give CloudNine AAI sole control of the defense and settlement of the claim (provided that CloudNine AAI may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine AAI all available information and assistance; and (d) have not compromised or settled such claim. CloudNine AAI shall have no indemnification obligation, and you shall indemnify CloudNine AAI pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s). AAI AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. APPLIED ANSWERS, INC. AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY AAI AND ITS LICENSORS. AAI SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. AAI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT LEADING TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

Mutual Indemnification. You shall indemnify and hold CloudNineCloudNine and your CloudNine Reseller, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine and your CloudNine Reseller of all liability and such settlement does not affect CloudNine's or your CloudNine Reseller's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).

Mutual Indemnification. You shall indemnify and hold CloudNineLeapFILE, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine LeapFILE (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine LeapFILE of all liability and such settlement does not affect CloudNineLeapFILE's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine LeapFILE shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine LeapFILE of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineLeapFILE; provided that you (a) promptly give written notice of the claim to CloudNineLeapFILE; (b) give CloudNine LeapFILE sole control of the defense and settlement of the claim (provided that CloudNine LeapFILE may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine LeapFILE all available information and assistance; and (d) have not compromised or settled such claim. CloudNine LeapFILE shall have no indemnification obligation, and you shall indemnify CloudNine LeapFILE pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineRevegy, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not . Revegy shall defend or settle or defend at its expense any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); suit (can "Action") provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizationsagainst you, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging with an assertion that the Program directly Service or the use thereof as specifically authorized by Revegy, infringes a copyright, a any U.S. patent issued in existence as of the Effective Date, U.S. copyright or trademark rights or misappropriates a trademark trade secret of a any third party; provided that Revegy shall have no obligation under this Section to the extent any claim of infringement or misappropriation results from (i) use of the Services in combination with any other hardware or software supplied by any third person or entity other than Revegy; (ii) a claim, which if true, would constitute a violation by CloudNine any alteration or modification of its representations or warrantiesthe Services not provided Revegy; or (iii) use of the Services in a claim arising from breach way not intended by Revegy or not provided for or described in the applicable Documentation, if such infringement would not have occurred but for such combination, alteration, modification or unintended or unauthorized use of the Services. Should Services become, or in Revegy’s opinion be likely to become, the subject of an Action, Revegy may, at its discretion, (i) obtain for you, at no additional cost, the right to continue using the Services under this Agreement by CloudNineAgreement; provided (ii) modify or replace the Services to avoid such claim, or (iii) if Revegy determines that you neither (ai) or (ii) is commercially practicable, terminate the license to the Services and refund the pre-paid, unused fees. THIS SECTION STATES REVEGY’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMED, POTENTIAL OR ACTUAL INFRINGEMENT OR FOR ANY ACTION. As an express condition to the foregoing indemnity obligations, the party seeking indemnity shall (i) promptly give written notice notify the indemnifying party in writing of any such actual or threatened loss, suit, claim, liability, expense or proceeding, (ii) allow the indemnifying party, at its own expense, to direct the defense of such suit, claim to CloudNine; or proceeding, (biii) give CloudNine sole control of the defense indemnifying party all information and assistance the indemnifying party considers reasonably useful to defend such suit, claim or proceeding, and (iv) not enter into any settlement of any such suit, claim or proceeding without the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es)indemnifying party’s written consent.

Mutual Indemnification. You shall indemnify and hold CloudNine▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: : (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; ; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Adara Pipeliner (a) gives written notice of the claim promptly to you; ; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Adara Pipeliner of all liability and such settlement does not affect CloudNineAdara Pipeliner's business or ProgramService); ; (c) provides to you all available information and assistance; and and (d) has not compromised or settled such claim. CloudNine Adara Pipeliner shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: : (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, copyright or a trademark of a third party; ; (ii) a claim, which if true, would constitute a violation by CloudNine Adara Pipeliner of its representations or warranties; or or (iii) a claim arising from breach of this Agreement by CloudNine▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; provided that you you (a) promptly give written notice of the claim to CloudNine; ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (b) give CloudNine ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ sole control of the defense defence and settlement of the claim (provided that CloudNine ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ may not settle or defend any claim unless it unconditionally releases you of all liability); ; (c) provide to CloudNine Adara Pipeliner all available information and assistance; and and (d) have not compromised or settled such claim. CloudNine Adara Pipeliner shall have no indemnification obligation, and you shall indemnify CloudNine Adara Pipeliner pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineITS, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine ITS (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine ITS of all liability and such settlement does not affect CloudNine's ITS’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine ITS shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine ITS of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineITS; provided that you (a) promptly give written notice of the claim to CloudNineITS; (b) give CloudNine ITS sole control of the defense and settlement of the claim (provided that CloudNine ITS may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine ITS all available information and assistance; and (d) have not compromised or settled such claim. CloudNine ITS shall have no indemnification obligation, and you shall indemnify CloudNine ITS pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You 12.1. Each Party shall indemnify indemnify, defend, and hold CloudNineharmless the other Party (“Indemnitee”), including its licensors and each such party's parent organizations, subsidiaries, affiliatesdirectors, officers, directors, employees, attorneys agents and agents harmless affiliates from and against any and all claims, costslosses, damages, lossessettlement, liabilities recovery, judgment, expenses and expenses costs (including reasonable attorneys' fees ’ fees), or liabilities as a result of (a) any claims or demands against the Indemnitee by a Third Party for injury to and costsdeath of persons, and damage to and loss of property that are caused by, or arise from the Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. Indemnifying Party’s (“Indemnitor”) performance and obligations under the Agreement; b) any claims or demands against Indemnitee by a Third Party that products or services furnished by Indemnitor within the scope of the Agreement actually or allegedly violates, infringes or misappropriates any patent, copyright, trademark, trade secret or other proprietary rights of the Third Party; provided that Registry shall not indemnify CTIA for any claim based on its provision of Registry Services as set forth in the Assignment Guidelines unless the claim is based on Registry’s negligence or intentional misconduct in its provision of Registry Services; likewise, CTIA shall not indemnify Registry for any claim based on Registry’s provision of Registry Services as set forth in the Assignment Guidelines unless the claim is based on CTIA’s negligence or intentional misconduct in its performance of its obligations under this Agreement; c) any claims or demands against Indemnitee by a Third Party to the extent arising out from the negligence or intentional misconduct of Indemnitor acting or in connection with: failing to act within the scope of this Agreement; or (id) any claims or demands against the Indemnitee by a Third Party arising from an actual breach of any of the Indemnitor’s obligations, representations, or warranties contained herein. In the event that a Third Party brings a claim alleging or demand against Registry and such claim or demand arises from a Carrier’s refusal or intentional failure to abide by the Assignment Guidelines, CTIA shall indemnify Registry for any direct damages as a result of Carrier’s misconduct with respect to the Assignment Guidelines, provided that Carriers indemnify CTIA for such Third Party claims against Registry. CTIA shall use reasonable and good faith efforts in its attempt to reach an agreement with Carriers concerning indemnification of CTIA for Third Party claims against Registry. 12.2. In claiming any indemnification under this Agreement, the a customers’ data infringes Party claiming indemnification (the rights of, or has caused harm to, a third party; (ii“Claimant”) a shall provide the other Party with written notice of any claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users Claimant believes falls within the scope of this Agreement. The Claimant may, at its own expense, assist in the defense if it so chooses, provided in that the other Party shall control such defense and all negotiations relative to the settlement of any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (further provided that you may any settlement intended to bind the Claimant shall not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that be final without the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give Claimant’s written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es)consent.

Mutual Indemnification. You shall indemnify and hold CloudNinethe Company, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, ; provided in any such case that CloudNine Company (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Company of all liability and such settlement does not affect CloudNine's Company’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Company shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) with a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNineCompany; (b) give CloudNine Company sole control of the defense and settlement of the claim (provided that CloudNine Company may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Company all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Company shall have no indemnification obligation, and you shall indemnify CloudNine Company pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(es). In addition to, and not in lieu of, Company’s indemnity obligations, if any Services become, or are likely to become, the subject of any third party claim, then Company (at its sole expense) will either: (1) procure the right for you to continue using the Services without modification; (2) modify the Services to render them non-infringing (provided any modification does not degrade the performance, functioning or operation of the software); or (3) replace the Services with equally suitable, functionally equivalent, compatible, non-infringing software. If you are not permitted to continue using the Services despite Company’s mitigation efforts, then you may terminate the applicable order (in whole or in part) upon written notice to Company.

Mutual Indemnification. You shall indemnify and hold CloudNineHelios, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Helios (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Helios of all liability and such settlement does not affect CloudNineHelios's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Helios shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Helios of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineHelios; provided that you (a) promptly give written notice of the claim to CloudNineHelios; (b) give CloudNine Helios sole control of the defense and settlement of the claim (provided that CloudNine Helios may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Helios all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Helios shall have no indemnification obligation, and you shall indemnify CloudNine Helios pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. 9.1. You shall indemnify and hold CloudNineIntertel Telecom, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that your use of the a customers’ data Service infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Intertel Telecom (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Intertel Telecom of all liability and such settlement does not affect CloudNineIntertel Telecom's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. 9.2. CloudNine Intertel Telecom shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Intertel Telecom of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineIntertel Telecom; provided that you (a) promptly give written notice of the claim to CloudNineIntertel Telecom; (b) give CloudNine Intertel Telecom sole control of the defense and settlement of the claim (provided that CloudNine Intertel Telecom may not settle or defend any claim unless it unconditionally releases you of all liability); ; (c) provide to CloudNine Intertel Telecom all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Intertel Telecom shall have no indemnification obligation, and you shall indemnify CloudNine Intertel Telecom pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineBNTouch, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you You of your Your representations and warranties; or (iii) a claim arising from the breach by you You or your Your Users of this Agreement, provided in any such case that CloudNine BNTouch (a) gives written notice of the claim promptly to youYou; (b) gives you You sole control of the defense and settlement of the claim (provided that you You may not settle or defend any claim unless you You unconditionally release CloudNine BNTouch of all liability and such settlement does not affect CloudNineBNTouch's business or ProgramService); (c) provides to you You all available information and assistance; and (d) has not compromised or settled such claim. CloudNine BNTouch shall indemnify and hold you You and your Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine BNTouch of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineBNTouch; provided that you You (a) promptly give written notice of the claim to CloudNineBNTouch; (b) give CloudNine BNTouch sole control of the defense and settlement of the claim (provided that CloudNine BNTouch may not settle or defend any claim unless it unconditionally releases you You of all liability); (c) provide to CloudNine BNTouch all available information and assistance; and (d) have not compromised or settled such claim. CloudNine BNTouch shall have no indemnification obligation, and you You shall indemnify CloudNine BNTouch pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your Your products, service, hardware or business process(es)processes.

Mutual Indemnification. You shall indemnify and hold CloudNineeMaint, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all third party claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine eMaint (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine eMaint of all liability and such settlement does not affect CloudNineeMaint's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine eMaint shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all third party: claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine eMaint of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineeMaint; provided that you (a) promptly give written notice of the claim to CloudNineeMaint; (b) give CloudNine eMaint sole control of the defense and settlement of the claim (provided that CloudNine eMaint may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine eMaint all available information and assistance; and (d) have not compromised or settled such claim. CloudNine eMaint shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, obligation for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineSoftware AG, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Software AG (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Software AG of all liability and such settlement does not affect CloudNine's Software AG' business or ProgramService); and (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Software AG shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: : (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. copyright or patent issued as of the Effective Date, or a trademark of a third party; or (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from a material breach of this Agreement by CloudNineSoftware AG; provided that you (a) promptly give written notice of the claim to CloudNineSoftware AG; (b) give CloudNine Software AG sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability)claim; and (c) provide to CloudNine Software AG all available information and assistance; and (d) have not compromised or settled assistance in the defense of such claim. CloudNine Notwithstanding the foregoing, Software AG shall have no indemnification obligation, and you shall indemnify CloudNine Software AG pursuant to this Agreementyour indemnification obligations set forth above, for infringement claims arising from any infringement arising from that would not have arisen but for the combination of the Program with any use of your Customer Data, or any products, service, hardware or business process(es)process(s) provided by you, in combination with the Service.

Mutual Indemnification. You shall indemnify and hold CloudNineTAM, TAM’s Group Companies and its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' all legal fees and costs) arising out of or in connection with: ; (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine TAM (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine TAM of all liability and such settlement does not affect CloudNineTAM's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine TAM shall indemnify and hold you and your parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys solicitors and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' legal fees and costs) arising out of or in connection with: ; (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, copyright or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine TAM of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineTAM; provided that you (a) promptly give written notice of the claim to CloudNineTAM (▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇); (b) give CloudNine TAM sole control of the defense defence and settlement of the claim (provided that CloudNine TAM may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).;

Mutual Indemnification. You The Customer shall indemnify and hold CloudNine, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data infringes the rights of, or has caused harm toharmto, a third party; (ii) a claim, which if true, would constitute a violation by you the clients of your the Customer representations and warranties; or (iii) a claim arising from the breach by you the Customer or your Customer’s Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to youthe Customer; (b) gives you the Customer sole control of the defense and settlement of the claim (provided that you Customer may not settle or defend any claim unless you the Customer unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you the Customer all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you the Customer and your the Customer parent organizations, subsidiaries, affiliates, officers, directors, ,employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you the Customer (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you the Customer of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you the Customer shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your the Customer products, service, hardware hardware, or business process(es).

Mutual Indemnification. You shall indemnify and hold CloudNineComplianceBridge Corp., its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine ComplianceBridge Corp. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine ComplianceBridge Corp. of all liability and such settlement does not affect CloudNineComplianceBridge Corp.'s business business, personnel or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine ComplianceBridge Corp. shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine ComplianceBridge Corp. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineComplianceBridge Corp.; provided that you (a) promptly give written notice of the claim to CloudNineComplianceBridge Corp.; (b) give CloudNine ComplianceBridge Corp. sole control of the defense and settlement of the claim (provided that CloudNine ComplianceBridge Corp. may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine ComplianceBridge Corp. all available information and assistance; and (d) have not compromised or settled such claim. CloudNine ComplianceBridge Corp. shall have no indemnification obligation, and you shall indemnify CloudNine ComplianceBridge Corp. pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNinexAssets, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine xAssets (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine xAssets of all liability and such settlement does not affect CloudNine's xAssets’ business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine xAssets shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program directly Service infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine xAssets of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNinexAssets; provided that you (a) promptly give written notice of the claim to CloudNinexAssets; (b) give CloudNine xAssets sole control of the defense and settlement of the claim (provided that CloudNine xAssets may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all xAssets reasonable available information and assistance; and (d) have not compromised or settled such claim. CloudNine xAssets shall have no indemnification obligation, and you shall indemnify CloudNine xAssets pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall Tenant Agrees to defend, with counsel reasonably satisfactory to Landlord, indemnify and hold CloudNineharmless, Landlord, its licensors and each such party's parent organizationsagents, subsidiaries, affiliatesemployees, officers, directors, employeesshareholders, attorneys partners, members and agents harmless representatives (collectively "Landlord") from and against any and all claimsloss, costscost, damagesaction liability, lossesdamage or expense, liabilities and expenses (including but not limited to, penalties, fines, attorneys' fees and costs) arising out of or in connection withcosts (collectively "claims"), to any person, property or entity resulting from the following: (i) a claim alleging that use the negligence or wilful misconduct of the a customers’ data infringes the rights ofTenant, its agents, employees or has caused harm to, a third partycontractors; (ii) a claim, which if true, would constitute a violation by you Tenant's default or breach of your representations any of the terms and warrantiesconditions of this Lease; or and (iii) a claim arising any occurrences within the Premises, not resulting from the breach by you negligence or your Users wilful misconduct of this AgreementLandlord, provided in any such case that CloudNine (a) gives written notice of the claim promptly its agents, employees or contractors. Landlord agrees to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides defend, with counsel reasonably satisfactory to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall Tenant, indemnify and hold you and your parent organizationsharmless, subsidiariesTenant, affiliatesits agents, employees, officers, directors, employeesshareholders, attorneys partners, members and agents harmless representatives (collectively "Tenant") from and against any and all claimsloss, costscost, damagesaction, lossesliability, liabilities and expenses (damage or expense, including but not limited to, penalties, fines, attorneys' fees and costs) arising out of or in connection withcosts (collectively "claims"), to any person, property or entity resulting from the following: (i) a claim alleging that the Program directly infringes a copyrightnegligence or wilful misconduct of Landlord, a U.S. patent issued as of the Effective Dateits agents, employees or a trademark of a third partycontracts; (ii) a claim, which if true, would constitute a violation by CloudNine Landlord's default or breach of its representations or warrantiesany of the terms and conditions of this Lease; or and (iii) a any occurrences within the Premises, not resulting from the negligence or wilful misconduct of Tenant, its agents, employees or contractors. Notwithstanding the foregoing, however, because Landlord is required to maintain property insurance on the Building, and because of the existence of waivers of subrogation set forth in this Lease, Landlord hereby agrees to defend, indemnify and hold Tenant harmless on any Claims to the extent such claim arising is covered by such insurance, even if resulting from breach the negligent acts, omissions or misconduct of Tenant or those of its agents, employees or contractors. Similarly, since Tenant must carry insurance to cover its personal property within the premises, and because of the waivers of subrogation set forth n this Lease, Tenant hereby agrees to defend, indemnify and hold Landlord harmless from any claims to the extent any such claim is covered by such insurance, even if resulting from the negligent acts, omissions or misconduct of Landlord or those of its agents, employees or contractors. The provisions of this Agreement section shall survive the expiration or sooner termination of the Lease with respect to any occurrences, claims or liabilities occurring prior to such expiration or termination. LANDLORD TENANT DOLO▇▇▇ ▇▇▇▇▇▇ SKECHERS USA, INC., a California corporation /s/ DOLO▇▇▇ ▇. ▇▇▇▇▇▇ by: /s/ DAVI▇ ▇▇▇▇▇▇▇▇ --------------------------- --------------------------- Date: September 10, 1998 by: Davi▇ ▇▇▇▇▇▇▇▇, ▇▇O --------------------------- Date: September 14, 1998 4 RULES AND REGULATIONS No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside or inside of any building without the written consent of Landlord first had and obtained, and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant. All signs or lettering on doors or buildings shall conform to uniform specifications and standards established by CloudNineLandlord and shall be printed, painted and affixed by Landlord, and billed to Tenant. Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside said premises; provided, however, that Landlord is to furnish and install a building standard window drapery at all exterior windows. Tenant shall not obtain for use upon the premises ice, drinking water, towel and other similar services or accept barbering or bootblacking services on the premises, except from persons authorized by Landlord and at the hours and under regulations fixed by Landlord. The bulletin board or directory of the building, if any, will be provided exclusively for the display of the name and location of Tenant only, and Landlord reserves the right to exclude any other names therefrom. The sidewalks, halls, passages, entrances, and stairways shall not be obstructed or used by Tenant for any purpose other than for ingress and egress. The halls, passages, exits, entrances, stairways, balconies and roofs are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence in the judgment of Landlord shall be prejudicial to the safety, character, reputation and interests of the premises and tenants, provided that you nothing herein contained shall be construed to prevent such access to persons with whom Tenant normally deals in the ordinary course of Tenant's business unless such persons are engaged in illegal activities. Neither Tenant nor employees or invitees of Tenant shall go upon the roof of any building. Tenant shall not alter any lock nor install any new or additional locks or any bolts on any doors of said premises. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by Tenant. Tenant shall not overload the floor of said premises or mark, ▇▇ive nails (a) promptly give written notice normal decorating excepted), screw or drill into the partitions, woodwork or plaster or in any way deface said premises. No equipment of any kind shall be brought into any building without the consent of Landlord, and any moving of furniture, freight and equipment into or out of any building shall be done at such time and in such manner as Landlord shall designate. Landlord shall have the right to prescribe the weight, size and position of all safes and other heavy equipment brought into any building and also the times and manner of moving the same in and out of the claim building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on wood strips of such thickness as is necessary to CloudNine; (b) give CloudNine sole control properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property from any cause and all damage done to the building by moving or maintaining any such safe or other property shall be repaired at the expense of Tenant. Cleaning of carpet and windows shall be the responsibility of Tenant and shall be paid by Tenant. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or substance in said premises, or permit or suffer said premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of any building by reason of noise, odors and/or vibrations, or interfere in any way with the other tenants or those having business therein, nor shall any animals or birds be brought in or kept in or about said premises. Tenant shall not use, keep or permit to be used any of the defense and settlement areas within the office complex in any manner which shall cause litter and/or defacing of the claim (provided buildings, other improvements or landscaping. Tenant agrees that CloudNine may as far as is practical and reasonable, to require its employees and invitees to conform to the rules and regulations set out herein and any additional rules and regulations which are hereafter adopted. All pedestrian traffic within the office complex shall be limited to paved streets and sidewalks and areas specifically designated or approved by Landlord for such uses, e.g., lunch areas, etc. Said premises shall not settle be used for the storage of merchandise, for washing clothes, for lodging or defend cooking in conjunction therewith, or for any claim unless it unconditionally releases you improper, objectionable or immoral purposes. Tenant shall not use or keep in said premises or the building any kerosene, gasoline or inflammable or combustible fluid or material, or use any method of all liability); (c) provide heating or airconditioning other than that supplied or approved in writing by Landlord. Landlord will direct electricians as to CloudNine all available information where and assistance; how telephone and (d) have not compromised telegraph wires are to be introduced. No boring or settled such claimcutting for wires will be allowed without the consent of Landlord. CloudNine The location of telephones, call boxes and other office equipment affixed to said premises shall be subject to the approval of Landlord. Landlord reserves the right to enter upon said premises for the purpose of installing additional electrical wiring and/or other utilities for benefit of Tenant or adjoining tenants. Tenant, upon termination of the tenancy, shall deliver to Landlord the keys to offices and rooms which shall have no indemnification obligationbeen furnished Tenant or which Tenant shall have had made, and you in the event of loss of any keys so furnished, Tenant shall indemnify CloudNine pursuant pay Landlord therefor. Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the same shall be affixed to the floor of said premises in any manner except as approved by Landlord. The expense of repairing any damage resulting from a violation of this Agreementrule or removal of any floor covering shall be borne by Tenant. If deemed necessary by Landlord, access on Saturdays, Sundays and legal holidays, and on other days between the hours of 6:00 p.m. and 8:00 a.m. the following day, to the office complex, or to the halls, corridors, or stairways in any of the buildings, or to said premises may be refused unless the person seeking access is known to the person or employee in charge, has a pass, or is properly identified. Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the office complex of any person. In case of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right to prevent access to the office complex during the continuance of the same by closing the doors or otherwise, for claims arising from any infringement arising the safety of the tenants and protection of property. Tenant shall see that the doors of said premises are closed and securely locked before leaving the building. Tenant must observe strict care and caution to assure that all water faucets or water apparatus are entirely shut off before Tenant or Tenant's employees leave said premises, and that all electrical switches shall likewise be shut off to prevent waste or damage. Landlord reserves the right to exclude or expel from the combination office park complex any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the Program rules and regulations. No vending machine or machines of any description shall be installed, maintained or operated upon said premises without the written consent of Landlord. Landlord shall have the right, exercisable without notice and without liability to Tenant, to change the name and the street address of the building of which said premises are a part. The parking areas within the office complex shall be used solely for passenger type vehicles during normal office hours and the parking of trucks, trailers, recreational vehicles and campers is specifically prohibited. No vehicle of any type shall be stored within the parking areas at any time. In the event that a vehicle is disabled, it shall be removed within 48 hours. There shall be no "For Sale" or other advertising signs on or about any parked vehicle. All vehicles shall be parked in the designated parking areas in conformance with all signs and other markings. Tenant shall not place any improvements or movable objects including antennaes, outdoor furniture, etc. in the parking areas, landscaped area or other areas outside of your productssaid premises, service, hardware or business process(es)on the roof of said premises.

Mutual Indemnification. You shall defend and indemnify and hold CloudNine▇▇▇▇▇.▇▇▇, RxScan, Ltd., and its licensors and each such party's parent organizations, subsidiarieslicensors, affiliates, officers, directors, employees, attorneys licensors, suppliers and agents harmless from and against any and all claims, actions or demands, costs, damages, losses, liabilities liabilities, expenses and expenses settlements (including attorneys' fees and costs) arising out of of, alleged to result from, or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of any of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine ▇▇▇▇▇.▇▇▇ (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine ▇▇▇▇▇.▇▇▇ and RxScan, Ltd. of all liability and such settlement does not affect CloudNine's ▇▇▇▇▇.▇▇▇’s business or ProgramService); (c) provides to you all available information and reasonable assistance; and (d) has not materially compromised or settled such claim. CloudNine ▇▇▇▇▇.▇▇▇ shall defend and indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys employees and agents harmless from and against any and all claims, actions or demands, costs, damages, losses, liabilities liabilities, expenses and expenses settlements (including attorneys' fees and costs) arising out of of, alleged to result from, or in connection with: (i) a claim alleging that the Program Service directly infringes a U.S. copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine ▇▇▇▇▇.▇▇▇ of any of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine▇▇▇▇▇.▇▇▇; provided that you (a) promptly give written notice of the claim to CloudNine▇▇▇▇▇.▇▇▇; (b) give CloudNine ▇▇▇▇▇.▇▇▇ sole control of the defense and settlement of the claim (provided that CloudNine ▇▇▇▇▇.▇▇▇ may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine ▇▇▇▇▇.▇▇▇ all available information and reasonable assistance; and (d) have not materially compromised or settled such claim. CloudNine ▇▇▇▇▇.▇▇▇ shall have no indemnification obligation, and you shall indemnify CloudNine ▇▇▇▇▇.▇▇▇ pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You Customer shall indemnify and hold CloudNineHill Country Technologies, LLC, its licensors and each of such party's parties’ parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you Customer of your the representations and warranties; or (iii) a claim arising from the breach by you Customer or your Users of this Agreement, ; provided in any such case that CloudNine Hill Country Technologies, LLC (ai) gives written notice of the claim promptly to you; Customer (bii) gives you Customer sole control of the defense and settlement of the claim (provided that you Customer may not settle or defend any claim unless you it unconditionally release CloudNine releases Hill Country Technologies, LLC of all liability and such settlement does not affect CloudNineHill Country Technologies, LLC's business or ProgramService); (ciii) provides to you Customer all available information and assistance; and (div) has not compromised or settled such claim. CloudNine Hill Country Technologies, LLC shall indemnify and hold you Customer and your its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Hill Country Technologies, LLC of its the representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineHill Country Technologies, LLC; provided that you Customer (ai) promptly give gives written notice of the claim to CloudNineHill Country Technologies, LLC; (bii) give CloudNine gives Hill Country Technologies, LLC sole control of the defense and settlement of the claim (provided that CloudNine Hill Country Technologies, LLC may not settle or defend any claim unless it unconditionally releases you Customer of all liability); (ciii) provide provides to CloudNine Hill Country Technologies, LLC all available information and assistance; and (div) have has not compromised or settled such claim. CloudNine Hill Country Technologies, LLC shall have no indemnification obligation, and you Customer shall indemnify CloudNine Hill Country Technologies, LLC pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your Customer's products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNine▇▇▇▇▇▇▇▇▇▇.▇▇▇, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ of all liability and such settlement does not affect CloudNine's ▇▇▇▇▇▇▇▇▇▇.▇▇▇’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine▇▇▇▇▇▇▇▇▇▇.▇▇▇; provided that you (a) promptly give written notice of the claim to CloudNine▇▇▇▇▇▇▇▇▇▇.▇▇▇; (b) give CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ sole control of the defense and settlement of the claim (provided that CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ all available information and assistance; and (d) have not compromised or settled such claim. CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall have no indemnification obligation, and you shall indemnify CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineAppstation Ltd, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys lawyers and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' legal fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Appstation Ltd (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Appstation Ltd of all liability and such settlement does not affect CloudNineAppstation Ltd's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Appstation Ltd shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' legal fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Appstation Ltd of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineAppstation Ltd; provided that you (a) promptly give written notice of the claim to CloudNineAppstation Ltd; (b) give CloudNine Appstation Ltd sole control of the defense defence and settlement of the claim (provided that CloudNine Appstation Ltd may not settle or defend any claim unless it unconditionally releases you of all liability); ; (c) provide to CloudNine Appstation Ltd all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Appstation Ltd shall have no indemnification obligation, and you shall indemnify CloudNine Appstation Ltd pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, and hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineSoftSmiths, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine SoftSmiths (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine SoftSmiths of all liability and such settlement does not affect CloudNine's SoftSmiths' business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine SoftSmiths shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine SoftSmiths of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineSoftSmiths; provided that you (a) promptly give written notice of the claim to CloudNineSoftSmiths; (b) give CloudNine SoftSmiths sole control of the defense and settlement of the claim (provided that CloudNine SoftSmiths may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine SoftSmiths all available information and assistance; and (d) have not compromised or settled such claim. CloudNine SoftSmiths shall have no indemnification obligation, and you shall indemnify CloudNine SoftSmiths pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNinePipeline, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Pipeline (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Pipeline of all liability and such settlement does not affect CloudNinePipeline's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Pipeline shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Pipeline of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNinePipeline; provided that you (a) promptly give written notice of the claim to CloudNinePipeline; (b) give CloudNine Pipeline sole control of the defense and settlement of the claim (provided that CloudNine Pipeline may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Pipeline all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Pipeline shall have no indemnification obligation, and you shall indemnify CloudNine Pipeline pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You 11.14.1 Each Party (in this capacity referred to as “Indemnitor”) does hereby and shall at all times indemnify and hold CloudNine, harmless the JV and the other Party and its licensors and each such party's parent organizations, subsidiaries, affiliates, and all officers, directors, employeesmanagers, attorneys agents, attorneys, and agents harmless employees of the foregoing (in this capacity individually referred to as an “Indemnitee”) from and against any and all costs, claims, costscharges, recoveries, losses, expenses (including but not limited to attorneys’ fees and disbursements), liabilities, damages, lossesjudgments, liabilities settlements, injunctions, compromises, penalties, decrees or any other loss of any kind or nature whatsoever (all referred to herein as “Loss”) which may be made, asserted, maintained or secured against, or suffered by, any Indemnitee caused by or arising out of (i) any breach by Indemnitor of any of its representations, warranties, agreements or undertakings herein or in the agreements attached hereto or contemplated herein; or (ii) any acts prohibited by this Agreement. 11.14.2 Indemnitees agree to give Indemnitor notice of any claim, demand or action which is or may be subject to this Section 11.14 (“Claim”) promptly after obtaining knowledge thereof and shall on request make available to Indemnitor all documents relating to the Claim, but failure to give notice shall not affect the right of any Indemnitee to indemnification herein if the Indemnitee can establish that Indemnitor is not prejudiced by such failure. Promptly upon receipt of such notice or upon obtaining knowledge of any Claim, Indemnitor agrees to assume the defense of the Claim on behalf of itself and Indemnitees at the sole cost of Indemnitor. Indemnitees or each of them shall have the right to participate in the defense of any Claim through counsel of their choice at their own expense. If Indemnitor fails to promptly assume the defense of any Claim, Indemnitees or any of them may do so and Indemnitor shall promptly reimburse Indemnitees for all costs and expenses (including but not limited to attorneys' ’ fees and costsdisbursements) arising out of or incurred in connection with: (i) a claim alleging that use therewith as such are incurred. If Indemnitor shall fail to reimburse Indemnitees after reasonable notice, then, without waiving their rights otherwise to enforce such reimbursement, the JV shall, on behalf of Indemnitees, have the a customers’ data infringes right to deduct the rights ofsaid amount of such payments, costs and expenses, or has caused harm toany part thereof, a third party; (ii) a claim, which if true, would constitute a violation by you from any sums accruing to or for the account of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of Indemnitor under this Agreement by CloudNine; provided that you (a) promptly give written notice of and pay the claim same to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(esIndemnitee(s).

Mutual Indemnification. You shall indemnify and hold CloudNineVideoRegister, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine VideoRegister (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine VideoRegister of all liability and such settlement does not affect CloudNine's VideoRegister business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claimclaims. CloudNine VideoRegister shall have no indemnification obligation, and you shall indemnify VideoRegister pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, and hardware or business process. VideoRegister shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine VideoRegister of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineVideoRegister; provided that you (a) promptly give written notice of the claim to CloudNineVideoRegister; (b) give CloudNine VideoRegister sole control of the defense and settlement of the claim (provided that CloudNine VideoRegister may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine VideoRegister all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es)claims.

Mutual Indemnification. You shall defend, indemnify and hold CloudNineNEW PLANET TECHNOLOGIES, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine NEW PLANET TECHNOLOGIES (a) gives written notice of the claim promptly to you; (b) except in the event of a conflict of interest between you and NEW PLANET TECHNOLOGIES, gives you sole reasonable control of the defense and settlement of the claim (claim, provided that (i) you may not settle or defend any claim unless you such settlement unconditionally release CloudNine releases NEW PLANET TECHNOLOGIES of all liability and (ii) such settlement does not negatively affect CloudNine's or disrupt NEW PLANET TECHNOLOGIES’ business or Program)the Service; (c) provides you with reasonable access to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine NEW PLANET TECHNOLOGIES shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine NEW PLANET TECHNOLOGIES of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineNEW PLANET TECHNOLOGIES; provided that you (a) promptly give written notice of the claim to CloudNineNEW PLANET TECHNOLOGIES; (b) give CloudNine sole except in the event of a conflict of interest between you and NEW PLANET TECHNOLOGIES, gives NEW PLANET TECHNOLOGIES reasonable control of the defense and settlement of the claim (claim, provided that CloudNine (i) NEW PLANET TECHNOLOGIES may not settle or defend any claim unless it such settlement unconditionally releases you of all liability)liability and (ii) such settlement does not negatively affect or disrupt your business or the Service; (c) provide to CloudNine all available NEW PLANET TECHNOLOGIES with reasonable access to information and assistance; and and (d) have not compromised or settled such claim. CloudNine NEW PLANET TECHNOLOGIES shall have no indemnification obligation, and you shall indemnify CloudNine NEW PLANET TECHNOLOGIES pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware hardware, or business process(esprocess(s).

Mutual Indemnification. You shall To the fullest extent allowable by law each Party (the “Indemnifying Party”) agrees, at its own expense, to defend, indemnify and hold CloudNineharmless the other Party, its licensors and each such party's parent organizationsboard, subsidiaries, affiliatestrustees, officers, directorsagents, employeesrepresentatives, attorneys volunteers, employees and agents harmless directors (hereinafter “Indemnified Parties”) from and against any and all claims, costsdemands, damageslosses or liabilities (hereinafter “Claim”) of any nature or cause whatsoever, and whether actual or alleged, arising out of the acts or omissions of the Indemnifying Party, its board, trustees, officers, agents, representatives, volunteers, employees and directors, and/or any other person, firm or corporation furnishing or supplying services, materials or supplies in conjunction with the services of the Indemnifying Party, whether authorized by this Agreement or not, including, but not limited to active and passive claims, losses, liabilities costs, attorney fees and expenses (including attorneys' fees and costs) arising out of any liability or in connection with: (i) a claim alleging that use of liability for personal injury, bodily injury to persons or death, contractual liability, damage to property, and/or infringement sustained, or claimed to have been sustained, infringement upon intelligent property rights, failure to comply with all of the a customers’ data infringes requirements contained in Education Code, section 45125.1 and/or disclosure of confidential information which might be obtained by the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users Parties during performance of this Agreement, provided in MOU. The provisions of this article do not apply to any such case that CloudNine (a) gives written notice damage or losses to the proportionate extent caused by the negligence or willful misconduct of the claim promptly Indemnified Parties. Each Party further agrees to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine shall indemnify and hold you and your parent organizationsharmless the other Party, subsidiariesits board, affiliatestrustees, officers, directorsagents, employeesrepresentatives, attorneys volunteers, employees and agents harmless directors from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) employment related claims arising out of any alleged employment relationship between SUHSD and Authority or in connection with: (i) a claim alleging that the Program directly infringes a copyrightits sub-Contractors or employees, a U.S. patent issued as including claims of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es)misclassification under Labor Code 2750.3.

Mutual Indemnification. You shall indemnify and hold CloudNineAscendant, its licensors licensors, its authorized Resellers, and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Ascendant (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Ascendant of all liability and such settlement does not affect CloudNineAscendant's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Ascendant shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Ascendant of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineAscendant; provided that you (a) promptly give written notice of the claim to CloudNineAscendant; (b) give CloudNine Ascendant sole control of the defense and settlement of the claim (provided that CloudNine Ascendant may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Ascendant all available information and assistance; and (d) have not compromised or settled such claimclaim (iv) a claim alleging breach, loss, negligent, intentional or reckless storage of Customer Data. CloudNine Ascendant shall have no indemnification obligation, and you shall indemnify CloudNine Ascendant pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNine, Training Tracker LLC its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Training Tracker LLC (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Training Tracker LLC of all liability and such settlement does not affect CloudNine's Training Tracker LLC’ business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Training Tracker LLC shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Training Tracker LLC of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineTraining Tracker LLC; provided that you (a) promptly give written notice of the claim to CloudNineTraining Tracker LLC; (b) give CloudNine Training Tracker LLC sole control of the defense and settlement of the claim (provided that CloudNine Training Tracker LLC may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).;

Mutual Indemnification. You shall indemnify and hold CloudNinee-BizSoft, Inc., its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine e-BizSoft, Inc. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine e- BizSoft, Inc. of all liability and such settlement does not affect CloudNinee-BizSoft, Inc.'s business or ProgramService); ; (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine e-BizSoft, Inc. shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine e-BizSoft, Inc. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNinee-BizSoft, Inc.; provided that you (a) promptly give written notice of the claim to CloudNinee-BizSoft, Inc.; (b) give CloudNine e-BizSoft, Inc. sole control of the defense and settlement of the claim (provided that CloudNine e-BizSoft, Inc. may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine e-BizSoft, Inc. all available information and assistance; and (d) have not compromised or settled such claim. CloudNine e-BizSoft, Inc. shall have no indemnification obligation, and you shall indemnify CloudNine e-BizSoft, Inc. pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, and hardware or business process(es)process.

Mutual Indemnification. You shall indemnify and hold CloudNineVTS Software Ltd, its licensors and each such party's ’s parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine VTS Software Ltd (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine VTS Software Ltd of all liability and such settlement does not affect CloudNine's VTS Software Ltd’s business or ProgramService); (c) provides to you all available information and assistance; and and (d) has not compromised or settled such claim. CloudNine VTS Software Ltd shall indemnify and hold you and your parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine VTS Software Ltd of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineVTS Software Ltd; provided that you (a) promptly give written notice of the claim to CloudNineVTS Software Ltd; (b) give CloudNine VTS Software Ltd sole control of the defense defence and settlement of the claim (provided that CloudNine VTS Software Ltd may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine VTS Software Ltd all available information and assistance; and (d) have not compromised or settled such claim. CloudNine VTS Software Ltd shall have no indemnification obligation, and you shall indemnify CloudNine VTS Software Ltd pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineApptimized, its licensors and each such party's ’s parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) : 1. a claim alleging that use of the a customers’ data Your Data or Your Software programs to which Apptimized shall be permitted access by You infringes the rights of, or has caused harm to, a third party; (ii) ; 2. a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) or 3. a claim arising from the breach by you You or your Your Users of this Agreement, provided in any such case that CloudNine (a) Apptimized 1. gives written notice of the claim promptly to you; (b) ; 2. gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Apptimized of all liability and such settlement does not affect CloudNine's Apptimized’s business or ProgramService); (c) ; 3. provides to you all available information and assistance; and (d) and 4. has not compromised or settled such claim. CloudNine Apptimized shall indemnify and hold you and your parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) : 1. a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) ; 2. a claim, which if true, would constitute a violation by CloudNine Apptimized of its representations or warranties; or (iii) or 3. a claim arising from breach of this Agreement by CloudNineApptimized; provided that you (a) you 1. promptly give written notice of the claim to CloudNine; (b) Apptimized; 2. give CloudNine Apptimized sole control of the defense defence and settlement of the claim (provided that CloudNine Apptimized may not settle or defend any claim unless it unconditionally releases you of all liability); (c) ; 3. provide to CloudNine Apptimized all available information and assistance; and (d) and 4. have not compromised or settled such claim. CloudNine Apptimized shall have no indemnification obligation, and you shall indemnify CloudNine Apptimized pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNine▇▇▇▇▇▇▇▇▇▇.▇▇▇, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ of all liability and such settlement does not affect CloudNine's ▇▇▇▇▇▇▇▇▇▇.▇▇▇’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ of its representations or and warranties; or (iii) a claim arising from breach of this Agreement by CloudNine▇▇▇▇▇▇▇▇▇▇.▇▇▇; provided that you (a) promptly give written notice of the claim to CloudNine▇▇▇▇▇▇▇▇▇▇.▇▇▇; (b) give CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ sole control of the defense and settlement of the claim (provided that CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ all available information and assistance; and (d) have not compromised or settled such claim. CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ shall have no indemnification obligation, and you shall indemnify CloudNine ▇▇▇▇▇▇▇▇▇▇.▇▇▇ pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineAceBOOK, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine AceBOOK (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine AceBOOK of all liability and such settlement does not affect CloudNineAceBOOK's business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine AceBOOK shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine AceBOOK of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineAceBOOK; provided that you (a) promptly give written notice of the claim to CloudNineAceBOOK; (b) give CloudNine AceBOOK sole control of the defense defence and settlement of the claim (provided that CloudNine AceBOOK may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine AceBOOK all available information and assistance; and (d) have not compromised or settled such claim. CloudNine AceBOOK shall have no indemnification obligation, and you shall indemnify CloudNine AceBOOK pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You Customer shall indemnify and hold CloudNineVendor, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you Customer of your Customer’s representations and warranties; or (iii) a claim arising from the breach by you Customer or your Customer Users of this Agreement, provided in any such case that CloudNine Vendor (a) gives written notice of the claim promptly to youCustomer; (b) gives you Customer sole control of the defense and settlement of the claim (provided that you Customer may not settle or defend any claim unless you Customer unconditionally release CloudNine Vendor of all liability and such settlement does not affect CloudNine's Vendor’s business or ProgramService); (c) provides to you Customer all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Vendor shall indemnify and hold you Corporate Customer and your Corporate Customer’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Vendor of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineVendor; provided that you Corporate Customer (a) promptly give written notice of the claim to CloudNineVendor; (b) give CloudNine Vendor sole control of the defense and settlement of the claim (provided that CloudNine Vendor may not settle or defend any claim unless it unconditionally releases you Customer of all liability); (c) provide to CloudNine Vendor all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Vendor shall have no indemnification obligation, and you Customer shall indemnify CloudNine Vendor pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your Customer products, service, hardware or business process(esprocess(s).

Mutual Indemnification. You shall indemnify and hold CloudNineCloserware, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you You of your Your representations and warranties; or (iii) a claim arising from the breach by you You or your Your Users of this Agreement, provided in any such case that CloudNine Closerware (a) gives written notice of the claim promptly to youYou; (b) gives you You sole control of the defense and settlement of the claim (provided that you You may not settle or defend any claim unless you You unconditionally release CloudNine Closerware of all liability and such settlement does not affect CloudNineCloserware's business or ProgramService); (c) provides to you You all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Closerware shall indemnify and hold you You and your Your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Dateeffective date of this Agreement, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Closerware of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNine; provided that you (a) promptly give written notice of the claim to CloudNine; (b) give CloudNine sole control of the defense and settlement of the claim (provided that CloudNine may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine all available information and assistance; and (d) have not compromised or settled such claim. CloudNine shall have no indemnification obligation, and you shall indemnify CloudNine pursuant to warranties in this Agreement, for claims arising from any infringement arising from the combination of the Program with any of your products, service, hardware or business process(es).; or

Mutual Indemnification. You Customer shall indemnify and hold CloudNineVendor, Third Party Server Host, its licensors and each such party's ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' ’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you Customer of your Customer’s representations and warranties; or (iii) a claim arising from the breach by you Customer or your Users of this Agreement, provided in any such case that CloudNine Vendor (a) gives written notice of the claim promptly to youCustomer; (b) gives you Customer sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine of all liability and such settlement does not affect CloudNine's business or Program); (c) provides to you Customer all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Vendor shall indemnify and hold you Customer and your Customer’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities liabilities, and expenses (including attorneys' ’ fees and costs) arising out of or in connection with its gross negligence in its performance under this Agreement, or arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Vendor of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineVendor; provided that you Customer (a) promptly give gives written notice of the claim to CloudNineVendor; (b) give CloudNine gives Vendor sole control of the defense and settlement of the claim (provided that CloudNine Vendor may not settle or defend any claim unless it unconditionally releases you Customer of all liability); (c) provide provides to CloudNine Vendor all available information and assistance; and (d) have has not compromised or settled such claim. CloudNine Vendor shall have no indemnification obligation, and you Customer shall indemnify CloudNine Vendor pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your Customer products, service, hardware or business process(es)) or (iv) a claim arising from the disclosure of personally identifiable information, provided it is proven that any data breach was caused by Vendor.

Mutual Indemnification. You shall indemnify and hold CloudNineResellerbin, its licensors and each such party's parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the a customers’ data Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CloudNine Resellerbin (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CloudNine Resellerbin of all liability and such settlement does not affect CloudNine's Resellerbin’s business or ProgramService); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. CloudNine Resellerbin shall indemnify and hold you and your parent organizationsorganisations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Program Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CloudNine Resellerbin of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CloudNineResellerbin; provided that you (a) promptly give written notice of the claim to CloudNineResellerbin; (b) give CloudNine Resellerbin sole control of the defense defence and settlement of the claim (provided that CloudNine Resellerbin may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CloudNine Resellerbin all available information and assistance; and (d) have not compromised or settled such claim. CloudNine Resellerbin shall have no indemnification obligation, and you shall indemnify CloudNine Resellerbin pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Program Service with any of your products, service, and hardware or business process(es).processes