Common use of PATENT AND COPYRIGHT INDEMNIFICATION Clause in Contracts

PATENT AND COPYRIGHT INDEMNIFICATION. Subject to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as it is based on a claim that the Licensed Product delivered hereunder infringes any United States copyright. However, and subject to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion may, at its option and expense, (a) replace or modify the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination of the Licensed Product delivered hereunder with any software or device not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusion.

PATENT AND COPYRIGHT INDEMNIFICATION. 8.1 Subject to the limitation of liability set forth in Section 9 below, Syncfusion shall defend indemnify Customer in any action, suit, or proceeding brought against Customer insofar as it is based on a claim that the Licensed Product delivered hereunder infringes any United States copyright. However, and subject to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity . 8.2 Indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, , 8.3 Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. . 8.4 Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, . 8.5 Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.29.2 and the terms and conditions herein, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. . 8.6 Syncfusion may, at its option and expense, (a) replace or modify the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, . 8.7 Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination of the Licensed Product delivered hereunder with any software or device not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusion.

PATENT AND COPYRIGHT INDEMNIFICATION. 8.1 Subject to the limitation of liability set forth in Section 9 below, Syncfusion shall defend indemnify Customer in any action, suit, or proceeding brought against Customer insofar as it is based on a claim that the Licensed Product delivered hereunder infringes any United States copyright. However, and subject to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity . 8.2 Indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, , 8.3 Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. . 8.4 Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. . 8.5 Subject to the limitation of liabilityliability of Section 9.2 and the terms and conditions herein, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, Customer following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. . 8.6 Syncfusion may, at its option and expense, (a) replace or modify the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, . 8.7 Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination of the Licensed Product delivered hereunder with any software or device not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusion.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject Motorola agrees to the limitation of liability set forth in Section 9 belowdefend, Syncfusion shall defend at its expense, any action, suit, or proceeding brought suits against Customer insofar as it is Iridium based on upon a claim that any Subscriber Device furnished hereunder directly infringe a patent or copyright in the Licensed Product delivered hereunder infringes any United States copyright. HoweverGateway Operator's Marketing Area where Iridium sells the Subscriber Device and to pay costs, fines, and subject damages finally awarded in any such suit, provided that Motorola is notified promptly in writing of the suit and at Motorola's request and at its expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any Subscriber Devices furnished hereunder is enjoined as a result of such suit, Motorola at its option and at no expense to Iridium, will obtain for Iridium the limitation right to use or sell said Subscriber Device or will substitute an equivalent Device reasonably acceptable to Iridium and extend this indemnity thereto or will accept the return of liability set forth in Section 9 belowthe Subscriber Device and reimburse Iridium the purchase price therefor, Syncfusion’s less a reasonable charge for reasonable wear and tear. This indemnity hereunder does not extend to any claims of suit based upon any infringement or misappropriation alleged infringement of any patent, trade secret, trademark, patent or other intellectual property rights, Customer acknowledges and agrees that copyright by the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution alteration of any such claims before a court Subscriber Devices furnished by Motorola or by the combination of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion may, at its option Subscriber Devices furnished by Motorola and expense, (a) replace or modify the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not other elements nor does it extend to any infringement Subscriber Devices of Iridium's design or claim thereof which is based upon (i) formula. The foregoing states the combination entire liability of the Licensed Product delivered hereunder with any software Motorola for patent or device not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusioncopyright infringement. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO IRIDIUM ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject to the limitation of liability set forth in Section 9 belowNLT shall, Syncfusion shall at its own expense, defend any action, suit, or proceeding brought suit instituted against Customer insofar as it Dealer which is based on an allegation that any Products manufactured by NLT and sold to Dealer hereunder constitute an infringement of any patent or copyright of a third party and shall indemnify Dealer against the cost of any settlement or any award of damage and costs made against Dealer by a final judgment of a court of last resort such settlement or award is based upon a claim that the Licensed any such Product delivered hereunder infringes any United States copyright. Howeverpatent or copyright of a third party, and subject to the limitation provided that Dealer gives NLT immediate notice, in writing, of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any notice or claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that permits NLT through NLT's counsel to defend the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, same and upon Customer granting Syncfusion full authority, gives NLT all available information, assistance and assistance (at Syncfusion’s expense, up authority to the limitation of liability) for enable NLT to assume such defense. NLT shall control the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before suit, including appeals from any judgment therein and any negotiations for the settlement or compromise thereof with full authority to enter into a court of competent jurisdictionbinding settlement or compromise. In the event that any Future Product is held to infringe and its use is enjoined, but shall not be responsible for any compromise made without its consent. Syncfusion mayNLT shall, at its option and expense, (ai) procure for Dealer the right to continue using such Product, (ii) provide the necessary parts and documentation to replace or modify the Licensed such Product so that infringement will not exist it no longer infringes, or (biii) refund grant Dealer a credit for such Future Product upon its return to Customer prepaid License Fees on a pro-rata basisNLT allowing for reasonable depreciation for use. Notwithstanding the foregoingprovisions of this Section, Syncfusion’s indemnification hereunder NLT shall not extend have no liability whatsoever to Dealer with respect to any patent or copyright infringement or claim thereof which is based upon or arises out of (i) the use of any Product in combination of the Licensed Product delivered hereunder with any software an apparatus or device not manufactured or supplied by Syncfusion; NLT, if such combination causes or contributes to the infringement, (ii) the use of any specifications provided to Syncfusion by Customer; Product in a manner for which it was neither designed nor contemplated, or (iii) modifications any modification of any Product by Dealer or any third party which causes the Product to become infringing. This Section states the Licensed Product not performed by Syncfusionentire liability of NLT for or arising out of any patent or copyright infringement or claim thereof with respect to Products furnished to Dealer under this Agreement.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject to the limitation of liability set forth in Section 9 below, Syncfusion (a) IGT shall defend any action, suit, suit or proceeding brought against Customer insofar as CZO to the extent it is based on a claim that the Licensed Product delivered hereunder IGT manufactured product directly infringes any a patent or copyright issued by the United States copyright. However, States; provided IGT is notified promptly in writing and subject to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full given authority, information, information and assistance (at Syncfusion’s IGT's expense, up to the limitation of liability) for the defense of such claimthe suit or proceeding. Subject to the limitation of liability, Syncfusion IGT shall pay all damages and costs finally awarded therein against CustomerCZO in such suit or proceeding or settlement, subject to if IGT has been given full control of the limitation defense and the negotiations for settlement, if any, of liability the suit or proceeding (any settlement shall require the consent of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but CZO which shall not be responsible for unreasonably withheld). If any compromise made without its consent. Syncfusion IGT manufactured product is held in such suit or proceeding directly to infringe a patent or copyright of the United States, or is, in IGT's opinion, likely to be held directly to infringe such a patent or copyright, IGT may, at its option and expense, in the following order (a) replace or modify procure for CZO the Licensed Product so that infringement will not exist or right to continue using said product, (b) replace the product with non-infringing product, (c) modify the product so that it becomes a non-infringing product, or (d) require return of the product and refund the purchase price for the product (less a deduction for depreciation equal to Customer prepaid License Fees on a proone and two-rata basisthirds percent (1.67%) of the purchase price for each full month since the date of shipment of the product). Notwithstanding IGT shall have no liability to CZO if the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (ia) the combination use of the Licensed Product delivered hereunder product in combination with any other products, devices or software or device which are not supplied furnished to CZO by Syncfusion; IGT, (iib) any specifications provided to Syncfusion modification of the product by Customer; other than IGT or (iiic) modifications use of the product as part of any infringing process, apparatus or product. THIS SECTION STATES THE ENTIRE LIABILITY OF IGT FOR PATENT OR COPYRIGHT INFRINGEMENT. (b) CZO shall indemnify IGT and defend any suit or proceeding brought against IGT to the Licensed Product extent it is based on a claim that the making or selling of CZO's product infringes a patent or copyright; provided that CZO is notified promptly in writing and given authority, information and assistance (at CZO's expense) for the defense of the suit or proceeding. CZO shall pay all damages and costs awarded against IGT in such suit or proceeding or settlement, if CZO has been given full control of the defense and of the negotiations for the settlement, if any, of the suit or proceeding (any settlement shall require the consent of IGT which shall not performed by Syncfusionbe unreasonably withheld).

PATENT AND COPYRIGHT INDEMNIFICATION. Subject LICENSOR at its own expense will defend any action brought against LICENSEE to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as extent that it is based on a claim that any Licensed Program used within the scope of the license hereunder infringes a United States patent or copyright, provided: LICENSEE notifies LICENSOR promptly in writing of the action (and all prior claims relating to such action) and LICENSOR has sole control of the defense and all negotiations for the settlement or compromise. In the event any Licensed Programs become, or in LICENSOR's opinion are likely to become, the subject of a claim of infringement of a patent or copyright, LICENSOR may at its option either secure the LICENSEE's right to continue using the Licensed Product delivered hereunder infringes any United States copyrightPrograms, replace or modify them to make them non-infringing, or if neither of the foregoing alternatives is reasonably available to LICENSOR, discontinue the Licensed program upon one month's written notice. HoweverIf, and however, the Licensed Program is not the subject of a claim of patent or copyright infringement, LICENSEE may notify LICENSOR in writing during the one mouth after LICENSOR's notice of discontinuance that LICENSEE elects to continue to be licensed with respect to the limitation of liability set forth Licensed Program until there has been in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement injunction or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges the claim has been withdrawn. and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (to undertake at Syncfusion’s expense, up to the limitation of liability) for LICENSEE's expense the defense of any action against LICENSEE and to indemnify LICENSOR with respect to all costs, damages, and attorney's fees attributable to such claim. Subject continued use after such notice is given to LICENSOR; it being understood that LICENSOR may participate at its expense in the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution defense of any such claims before a court of competent jurisdiction, but action if such claim is against LICENSOR. LICENSOR shall not be responsible have no liability for any compromise made without its consent. Syncfusion may, at its option and expense, (a) replace claim of copyright or modify the Licensed Product so that parent infringement will not exist or (b) refund to Customer prepaid License Fees based on use of other than a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination current unaltered release of the Licensed Product delivered hereunder with any software or device not supplied Program available from LICENSOR if such infringement would have been avoided by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the use of a current unaltered release of the Licensed Product not performed by SyncfusionProgram available from LICENSOR. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject to Vendor warrants that the limitation of liability set forth in Section 9 belowProducts do not infringe upon or violate any patent, Syncfusion shall defend any actioncopyright, suittrade secret, or proceeding any other proprietary right of any third party. Vendor will defend at its expense any action brought against Customer insofar as to the extent that it is based on a claim that licensed Products, used within the Licensed Product delivered hereunder infringes any scope of the license hereunder, infringe a copyright in the United States copyright. Howeveror a United States patent, and subject to the limitation of liability set forth stated herein. Vendor will pay any costs and damages finally awarded against the Customer in Section 9 belowsuch action which are attributable to such claim, Syncfusion’s indemnity hereunder does not extend provided that Customer notifies Vendor promptly in writing of the claim, allows Vendor to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim fully participate in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject claim and does not agree to the limitation any settlement of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made claim without its Vendor's consent. Syncfusion mayShould the licensed Products become, at its option and expenseor in Vendor's opinion be likely to become, (a) the subject of a claim of infringement of a copyright or a patent, Vendor may procure for the Customer the right to continue using the licensed Products, may replace or modify them to make them non-infringing, or may terminate the Licensed Product so that license of them. Vendor shall have no liability for any claim of copyright or patent infringement will not exist or (b) refund to Customer prepaid License Fees based on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) use of other than the latest unmodified release of the licensed Products from Vendor if such infringement would have been avoided by the use of the latest release of the licensed Products (of which Customer had notice and an opportunity to use) or (ii) use or combination of the Licensed Product delivered hereunder licensed Products with non-Vendor programs or data if such infringement would have been avoided by the use or combination of the licensed Products with other, or without, such programs or data. The foregoing states the entire liability of Vendor with respect to infringement of any software copyrights or device not supplied patents by Syncfusion; (ii) the licensed Products or any specifications provided parts thereof and Vendor shall have no liability with respect to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusionany other proprietary rights.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject (a) MENTAT represents and warrants that it has sufficient right, title and interest in and to the limitation LICENSED SOFTWARE to enter into this Agreement and further warrants that it is not aware that the LICENSED SOFTWARE infringes any patent, copyright, or trade secret belonging to a third party in any country and that it has not been notified by a third party of a possibility that the LICENSED SOFTWARE might infringe any patent, copyright or other proprietary right of a third party. Each of MENTAT'S employees, consultants, contractors, partners or agents who has been or will be involved in the development of the ORIGINAL SOFTWARE will have signed an agreement with MENTAT conveying all proprietary rights in the ORIGINAL SOFTWARE to MENTAT and agreeing to maintain in confidence all trade secrets embodied in the ORIGINAL SOFTWARE. MENTAT represents and warrants that it has full power to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights granted to LICENSEE. (b) MENTAT agrees at its expense to defend and indemnify LICENSEE in any suit, claim or proceeding brought against LICENSEE alleging that ORIGINAL SOFTWARE infringes a U.S. patent or a copyright in any country, or violates a trade secret right of a third party; provided, however that LICENSEE (1) notifies MENTAT promptly in writing of such suit, claim or proceeding, (2) gives MENTAT full control of the defense of such suit, claim, or proceeding and full information and assistance to defend such suit, claim or proceeding and (3) allows MENTAT to pay any judgment of a court; provided that MENTAT shall have no liability for settlements or costs incurred without its consent. MENTAT shall have no liability to indemnify LICENSEE in any suit, claim or proceeding brought against LICENSEE to the extent the infringement or violation arises from the use of (1) altered ORIGINAL SOFTWARE as originally supplied by MENTAT and such infringement or violation would have been avoided if LICENSEE had used unaltered ORIGINAL SOFTWARE as originally supplied, (2) non-licensed software with LICENSED SOFTWARE and the claim for such infringement or violation would have been avoided if such non-licensed software had not been used. (c) If LICENSEE'S use of ORIGINAL SOFTWARE is enjoined, or in the event that MENTAT desires to minimize its liabilities hereunder, MENTAT will, at its option, either, (1) substitute other equally suitable software, or (2) modify ORIGINAL SOFTWARE so that it no longer is an infringement or violation, or (3) obtain for LICENSEE the right to continue its use. If none of the foregoing is reasonably available, then MENTAT may terminate this Agreement upon thirty (30) days written notice to LICENSEE. Upon satisfaction by LICENSEE of the conditions set forth in Section 9 below7(c), Syncfusion after termination by MENTAT in accordance with this Section 9, MENTAT shall defend any actionrefund the pro-rated SOURCE CODE FEE and pro-rated DISTRIBUTION FEES paid by LICENSEE to MENTAT under this Agreement, suit, or proceeding brought against Customer insofar as it is based on the number of days remaining in a claim that the Licensed Product delivered hereunder infringes any United States copyrightfive year life. (d) THE OBLIGATION OF MENTAT UNDER THIS SECTION 9 SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF LICENSEE IN THE EVENT OF ANY SUIT, CLAIM OR PROCEEDING BROUGHT AGAINST LICENSEE ALLEGING THAT THE LICENSED SOFTWARE INFRINGES ANY PATENT OR COPYRIGHT OR VIOLATES A TRADE SECRET RIGHT OF A THIRD PARTY. HoweverALL OTHER LIABILITIES OR OBLIGATION OF MENTAT FOR DAMAGES INCLUDING, and subject to the limitation of liability set forth in Section 9 belowBUT NOT LIMITED TO, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion may, at its option and expense, (a) replace or modify the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination of the Licensed Product delivered hereunder with any software or device not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by SyncfusionCONSEQUENTIAL AND INCIDENTAL DAMAGES ARE SPECIFICALLY DISCLAIMED.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject to the limitation of liability set forth in Section 9 below, Syncfusion 8.1 Licensor shall defend or, at its option, settle any action, suit, claim or proceeding brought against Customer insofar as Licensee to the extent that it is based on a claim an assertion that the Licensed Product delivered hereunder Program infringes any United States copyright. Howeverpatent or copyright of any third party and shall indemnify Licensee against all costs, damages, and subject to expenses finally awarded against Licensee which result from any such claim, provided that Licensor shall have no liability hereunder unless (a) Licensee gives prompt written notice of any such claim or proceeding, (b) Licensor has sole control of the limitation defense of liability set forth any such claim or proceeding and all negotiations for its compromise or settlement, and (c) Licensee reasonably cooperates in Section 9 below, Syncfusion’s indemnity hereunder the defense and settlement thereof and does not extend admit liability or settle such claim without Licensor's written consent. In the event that the Program is likely to any claims become, in Licensor's opinion, or becomes, the subject of a claim, suit, proceeding, or action for infringement or misappropriation of any a United States patent, copyright, trade secret, trademark, or other intellectual property rightsproprietary right, Customer acknowledges and agrees that Licensor shall have the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion mayright, at its option and expense, (a) replace or modify to perform one of the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon following in its discretion: (i) replace the Program with compatible, functionally equivalent non-infringing technology; (ii) modify the Program to make it non-infringing without impairing Licensee's ability to use and operate the Program in accordance with the Documentation; or (iii) procure, at no increased cost to Licensee, the right to continue using the Program. 8.2 If Licensor supplies a non-infringing release of the Program or a non-infringing replacement product, Licensee shall promptly permit installation of such non-infringing release or product on the Authorized Hardware and terminate use of prior release(s) of the Program. 8.3 Licensor shall have no liability to Licensee that is based on or arises out of the use of the Program or any component thereof when any modification not authorized in writing by Licensor causes infringement or where the combination of the Licensed Product delivered hereunder Program with other hardware or software not licensed, provided by, or approved by Licensor causes the infringement. 8.4 If, in its judgment, Licensor deems that, due to a claim or proceeding based on alleged infringement or for any software or device other reason, it is not supplied by Syncfusion; in Licensor's practical interest to continue distributing the Program, Licensor may require Licensee, upon thirty (ii30) any specifications provided days written notice, to Syncfusion by Customer; or (iii) modifications terminate use of the Program. Thirty days after notice to cease use of the Program, the Agreement shall terminate as to the Licensed Product not performed by SyncfusionProgram involved, Licensee shall receive a prorated refund of any license fee paid, based on the percentage of unused license term remaining. For purposes of calculating the prorated portion of a license fee, the maximum length of time is considered to be five years. 8.5 EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE HEREIN, THE PROVISIONS OF THIS SECTION ARE IN LIEU OF ALL OTHER OBLIGATIONS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF NON-INFRINGEMENT, AND STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF LICENSOR AND THE SOLE, EXCLUSIVE, AND ENTIRE REMEDY OF LICENSEE WITH RESPECT TO ANY CLAIM OF INFRINGEMENT BY THE PROGRAM. IN NO EVENT SHALL LICENSOR BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY INFRINGEMENT UNDER THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject to the limitation of liability set forth in Section 9 below31.1. Vendor, Syncfusion at its expense, shall defend defend, indemnify, and save WSDOT harmless from and against any action, suitclaims against WSDOT that any Product supplied hereunder, or proceeding brought against Customer insofar as it is based on a claim that WSDOT’s use of the Licensed Product delivered hereunder within the terms of this Contract, infringes any United States patent, copyright. However, and subject to the limitation of liability set forth in Section 9 belowutility model, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patentindustrial design, mask work, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusionsimilar proprietary right of a third party worldwide. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, Syncfusion Vendor shall pay all costs of such defense and settlement and any penalties, costs, damages and costs finally attorneys’ fees awarded therein against Customerby a court or incurred by WSDOT provided that WSDOT: a) Promptly notifies Vendor in writing of the claim, subject but WSDOT’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the limitation extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor; and b) Cooperates with and agrees to use its best efforts to encourage the Office of liability the Attorney General of Section 9.2Washington to grant Vendor sole control of the defense and all related settlement negotiations. 31.2. If such claim has occurred, following the final resolution of any such claims before a court of competent jurisdictionor in Vendor’s opinion is likely to occur, but shall not be responsible for any compromise made without its consent. Syncfusion mayWSDOT agrees to permit Vendor, at its option and expense, (a) either to procure for WSDOT the right to continue using the Product or to replace or modify the Licensed Product same so that they become noninfringing and functionally equivalent. If use of the Product is enjoined by a court and Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will recall the Product and provide WSDOT refunds as well as other costs incurred by WSDOT associated with the Product recall. 31.3. Vendor has no liability for any claim of infringement will not exist arising solely from: a) Vendor’s compliance with any designs, specifications or (instructions of WSDOT; b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination Modification of the Licensed Product delivered hereunder by WSDOT or a third party without the prior knowledge and approval of Vendor; c) Use of the Product in a way not specified by Vendor; or, d) Use of the Product with any software or device equipment not supplied by SyncfusionVendor; (ii) unless the claim arose against Vendor’s Product independently of any specifications provided to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusionof these specified actions.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject COMET at its own expense will defend and indemnify Buyer and ▇▇▇▇▇’s customer against any action brought against Buyer or ▇▇▇▇▇’s customer to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as extent that it is based on a claim that any COMET Product used within the Licensed scope of the contract hereunder willfully infringes a U.S. patent or copyright at the time of entering into the contract, provided ▇▇▇▇▇ notifies COMET promptly in writing of the action (and all prior claims relating to such action) and COMET shall lead the defense and all negotiations for its settlement or compromise. In the event any COMET Product delivered hereunder infringes any United States copyright. Howeverbecomes, and or in COMET’s opinion is likely to become, the subject to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims a claim of infringement of a patent or misappropriation of any patentcopyright, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion may, COMET may at its option and expense, (a1) secure the Buyer’s right to continue using the COMET product; (2) replace or modify it to make it non-infringing; (3) upon return of all infringing COMET Products, refund to Buyer the Licensed Product so that infringement will not exist price actually paid by Buyer for the infringing Product, or (b4) refund to Customer prepaid License Fees substitute for the infringing Product another suitable, non- infringing Product. COMET shall have no liability for any claim of copyright or patent infringement based on (1) use of other than a pro-rata basis. Notwithstanding current unaltered release of the foregoing, Syncfusion’s indemnification hereunder shall not extend to any Product available from COMET if such infringement would have been avoided by the use of such current unaltered release or claim thereof which is based upon (i2) the use or combination of the Licensed COMET Product delivered hereunder with any software programs or device data not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; COMET. ▇▇▇▇▇ extends no indemnity whatever against infringement claims against non-U.S. patents, copyrights or (iii) modifications to the Licensed Product not performed by Syncfusionother intellectual property. THE FOREGOING STATES THE ENTIRE LIABILITY OF COMET TO BUYER AND BUYER’S CUSTOMER WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OR PATENTS OF COMET PRODUCTS OR ANY PARTS THEREOF.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject (a) Mentat represents and warrants that it has sufficient right, title and interest in and to the limitation Licensed Software to enter into this Agreement and further warrants that it is not aware that the Licensed Software infringes [**] and that it has not been notified by a third party of liability set forth a possibility that the Licensed Software might infringe any patent, copyright or other proprietary right of a third party. Each of Mentat’s employees, consultants, contractors, partners or agents who has been or will be involved in Section 9 belowthe development of the Original Software will have signed an agreement with Mentat conveying all proprietary rights in the Original Software to Mentat and agreeing to maintain in confidence all trade secrets embodied in the Original Software. Mentat has full power to enter into this Agreement, Syncfusion shall to carry out its obligations under this Agreement and to grant the rights granted to Licensee. (b) Mentat agrees at its expense to defend Licensee and PalmSource Sublicensees in any action, suit, claim or proceeding brought against Customer insofar as it is based on Licensee or a PalmSource Sublicensee alleging that Original Software infringes (i) any patent enforceable in the [**] and Mentat shall indemnify Licensee for any judgment of a court or settlement provided, however that Licensee (1) notifies Mentat promptly in writing of such suit, claim that the Licensed Product delivered hereunder infringes any United States copyright. Howeveror proceeding, and subject to the limitation (2) gives Mentat full control of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such suit, claim. Subject , or proceeding and full information and assistance to the limitation defend such suit, claim or proceeding; provided that Mentat shall have no right to incur any liability on behalf of liability, Syncfusion Licensee without Licensee’s prior written approval; and further provided that Mentat shall pay all damages and have no liability for settlements or costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made incurred without its consent. Syncfusion mayMentat shall have no liability to indemnify Licensee in any suit, at its option claim or proceeding brought against Licensee to the extent the infringement or violation arises from the use of (1) any modification to the Original Software from what was supplied by Mentat and expensesuch infringement or violation would have been avoided if Licensee had used unmodified Original Software as supplied by Mentat, (a) replace or modify the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i2) the combination of the Licensed Product delivered hereunder Software with any third party software or device hardware not supplied combined by Syncfusion; or for Mentat if the claim for such infringement or violation would have been avoided if such third party software or hardware had not been so combined with the Licensed Software. [**] Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (iic) any specifications provided If Licensee’s use of Original Software is enjoined, or in the event that Mentat desires to Syncfusion by Customer; minimize its liabilities hereunder, Mentat may, at its option, either, (1) substitute other functionally equivalent software, or (iii2) modifications modify Original Software so that it remains functionally equivalent, but is no longer is an infringement or violation, or (3) obtain for Licensee the right to continue its use. If none of the Licensed Product not performed foregoing is reasonably available, then Mentat may terminate this Agreement upon thirty (30) days written notice to Licensee. Upon satisfaction by SyncfusionLicensee of the conditions set forth in Section 7(d), after termination by Mentat in accordance with this Section 9, Mentat shall refund [**]. (d) THE OBLIGATIONS OF MENTAT UNDER THIS SECTION 9 SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF LICENSEE IN THE EVENT OF ANY SUIT, CLAIM OR PROCEEDING BROUGHT AGAINST LICENSEE ALLEGING THAT THE LICENSED SOFTWARE INFRINGES ANY PATENT OR COPYRIGHT OR VIOLATES A TRADE SECRET RIGHT OF A THIRD PARTY.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject Pwnie Express will defend at its own expense any action against Licensee brought by a third party to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as it extent that the action is based on upon a claim that the Licensed Product delivered hereunder Software infringes any United States copyright. HoweverU.S. patents, trademarks or copyrights of a third party, and subject Pwnie Express will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to by Pwnie Express in a settlement of such action. The foregoing obligations are conditioned on Licensee notifying Pwnie Express promptly in writing of such action; giving Pwnie Express sole control of the limitation of liability set forth defense thereof and any related settlement negotiations; and cooperating, at Pwnie Express’s request and expense in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademarksuch defense. If the Software becomes, or other intellectual property rightsin Pwnie Express’s opinion is likely to become, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice subject of such claim in writingan infringement claim, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion Pwnie Express may, at its sole option and expense, either (ai) procure for Licensee the right to continue using the Software, (ii) replace or modify the Licensed Product Software so that infringement will not exist it becomes non-infringing, or (biii) accept return of the Software, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Customer prepaid License Fees Licensee the annual pre- paid fees for such Software on a pro-rata or depreciated basis, as applicable. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend Pwnie Express will have no obligation under this Section or otherwise with respect to any infringement or claim thereof which is based upon (i) the combination any use of the Licensed Product delivered hereunder Software not in accordance with this Agreement; any software use of the Software in combination with equipment, software, or device data not supplied by SyncfusionPwnie Express if such infringement would have been avoided but for such combination; (ii) any specifications provided use of any release of the Software other than the most current release made available to Syncfusion Licensee; any modification of the Software by Customerany person other than Pwnie Express or its authorized agents or subcontractors; or (iii) modifications to the Licensed Product not performed by Syncfusionuse of the Software after receiving notice that the Software infringes the intellectual property rights of a third party. Any and all claims for indemnification or infringement defense under this Section must be brought before the first anniversary of the date of expiration or termination of this Agreement. THIS SECTION STATES PWNIE EXPRESS’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OR ALLEGATIONS OF INFRINGEMENT.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject LICENSOR at its own expense will defend any action brought against LICENSEE to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as extent that it is based on a claim that any Licensed Program used within the scope of the license hereunder infringes a United States patent or copyright, provided: LICENSEE notifies LICENSOR promptly in writing of the action (and all prior claims relating to such action) and LICENSOR has sole control of the defense and all negotiations for the settlement or compromise. In the event any Licensed Programs become, or in LICENSOR's opinion are likely to become, the subject of a claim of infringement of a patent or copyright, LICENSOR may at its option either secure the LICENSEE's right to continue using the Licensed Product delivered hereunder infringes any United States copyrightPrograms, replace or modify them to make them non-infringing, or if neither of the foregoing alternatives is reasonably available to LICENSOR, discontinue the Licensed Program upon one month's notice. HoweverIf, however, the Licensed Program is not the subject of a claim of patent or copyright infringement, LICENSEE may notify LICENSOR in writing during the one month after LICENSOR's notice of discontinuance that LICENSEE elects to continue to be licensed with respect to the Licensed Program until there has been an injunction or the claim has been withdrawn, and subject agrees to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (undertake at Syncfusion’s expense, up to the limitation of liability) for LICENSEE's expense the defense of any action against LICENSEE and to indemnify LICENSOR with respect to all costs, damages, and attorney's fees attributable to such claim. Subject continued use after such notice is given to LICENSOR; it being understood that LICENSOR may participate at its expense in the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution defense of any such claims before a court of competent jurisdiction, but action if such claim is against LICENSOR. LICENSOR shall not be responsible have no liability for any compromise made without its consent. Syncfusion may, at its option and expense, (a) replace or modify the Licensed Product so that claim of copyright of patent infringement will not exist or (b) refund to Customer prepaid License Fees based on use of other than a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination current unaltered release of the Licensed Product delivered hereunder with any software or device not supplied Program available from LICENSOR if such infringement would have been avoided by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the use of a current unaltered release of the Licensed Product not performed by SyncfusionProgram available from LICENSOR. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS OF PATENTS BY THE LICENSED PROGRAMS OR ANY PARTS THEREOF.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject Pwnie Express will defend at its own expense any action against Licensee brought by a third party to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as it extent that the action is based on upon a claim that the Licensed Product delivered hereunder Software infringes any United States copyright. HoweverU.S. patents, trademarks or copyrights of a third party, and subject Pwnie Express will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to by Pwnie Express in a settlement of such action. The foregoing obligations are conditioned on Licensee notifying Pwnie Express promptly in writing of such action; giving Pwnie Express sole control of the limitation of liability set forth defense thereof and any related settlement negotiations; and cooperating, at Pwnie Express’s request and expense in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademarksuch defense. If the Software becomes, or other intellectual property rightsin Pwnie Express’s opinion is likely to become, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice subject of such claim in writingan infringement claim, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion Pwnie Express may, at its sole option and expense, either (ai) procure for Licensee the right to continue using the Software, (ii) replace or modify the Licensed Product Software so that infringement will not exist it becomes non-infringing, or (biii) accept return of the Software, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Customer prepaid License Fees Licensee the annual pre-paid fees for such Software on a pro-rata or depreciated basis, as applicable. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend Pwnie Express will have no obligation under this Section or otherwise with respect to any infringement or claim thereof which is based upon (i) the combination any use of the Licensed Product delivered hereunder Software not in accordance with this Agreement; any software use of the Software in combination with equipment, software, or device data not supplied by SyncfusionPwnie Express if such infringement would have been avoided but for such combination; (ii) any specifications provided use of any release of the Software other than the most current release made available to Syncfusion Licensee; any modification of the Software by Customerany person other than Pwnie Express or its authorized agents or subcontractors; or (iii) modifications to the Licensed Product not performed by Syncfusionuse of the Software after receiving notice that the Software infringes the intellectual property rights of a third party. Any and all claims for indemnification or infringement defense under this Section must be brought before the first anniversary of the date of expiration or termination of this Agreement. THIS SECTION STATES PWNIE EXPRESS’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OR ALLEGATIONS OF INFRINGEMENT.

PATENT AND COPYRIGHT INDEMNIFICATION. Subject to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, suit or proceeding brought against Customer insofar in so far as it is based on a claim that the Licensed Product delivered hereunder infringes any United States copyright. However, and subject Subject to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of patent infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under unless otherwise set forth in an addendum to this Agreement is SyncfusionAgreement. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, information and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, liability Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion may, at its option and expense, (a) replace or modify the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon upon: (i) the combination of the Licensed Product delivered hereunder with any software or device not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusion.