Common use of PATENT AND COPYRIGHT INFRINGEMENT Clause in Contracts

PATENT AND COPYRIGHT INFRINGEMENT. 15.1.1 Vendor shall indemnify, defend and hold harmless the Owner, its members, officers, directors, employees and agents (“Owner Indemnified Parties”) against any action or proceeding based on any claim, whether actual or alleged, that (i) the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing, (ii) the operation or use of the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing, or (iii) the operation or use of the Leased Tools under the CPSFA during the Agreement Term as such term is defined in the CPSFA constitutes infringement of any United States or foreign registered patent or copyright, now or hereafter issued, or any other intellectual property right held by such claimant. Owner shall give prompt written notice to Vendor of any such action or proceeding and will reasonably provide information and assistance in the defense of same. Vendor shall indemnify and hold harmless Owner Indemnified Parties from and against all damages and costs, including reasonable attorneys’ fees (but as to attorney’s fees only after a claim has been formally made by a third party and Vendor has received written notice thereof) and expenses incurred by Owner and reasonable attorneys’ fees and expenses awarded against Owner or Vendor in any such action or proceeding. Vendor agrees to keep Owner informed of all developments in the defense of such actions. 15.1.2 If Owner is enjoined from the operation or use of the Leased Tools during the Agreement Term under the CPSFA, or any equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing supplied or licensed by Vendor hereunder, as the result of any patent or copyright suit, claim, or other intellectual property infringement proceeding, Vendor shall at its sole expense take reasonable steps to procure the right to operate or use such Leased Tools, equipment, materials, Licensed Technology, or the Work Product, as the case may be. If Vendor cannot so procure such right within a reasonable time, Vendor shall promptly, at Vendor’s option and at Vendor’s sole expense, (i) modify the Leased Tools, equipment, materials, Licensed Technology, or the Work Product so as to avoid infringement of any such patent, copyright or other infringement of intellectual property rights, or (ii) replace the Leased Tools, equipment, materials, Licensed Technology, or Work Product with Leased Tools, equipment, materials, Licensed Technology, or Work Product that does not infringe or violate any such patent or copyright or other intellectual property rights held by such claimant provided, that any such modified or replaced Leased Tools, equipment, materials, Licensed Technology, or Work Product shall perform and have the same functionality in all material respects as the original Leased Tools, equipment, materials, Licensed Technology or Work Product so modified or replaced. 15.1.3 The obligations set forth in this Section 15.1 shall constitute the sole agreement between the Parties relating to liability for infringement or violation of any patent or copyright.

PATENT AND COPYRIGHT INFRINGEMENT. 15.1.1 Vendor 22.1. The Consultant shall indemnify, defend and hold harmless report to the Owner, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Agreement of which the Consultant has knowledge. 22.2. In the event of any claim or suit against the Owner on account of any alleged patent or copyright infringement arising out of the performance of this Agreement or out of the use of any supplies furnished or work or services performed under this Agreement, the Consultant shall furnish to the Owner, when requested by the Owner, all evidence and information in possession of the Consultant pertaining to such suit or claim. Such evidence and information shall be furnished at the expense of the Consultant. 22.3. The Consultant agrees to include, and require inclusion of, the provisions of this section in all subcontracts at any tier for supplies or services. 22.4. The Consultant shall indemnify the Owner and its members, officers, directorsagents, and employees against liability, including costs and agents (“Owner Indemnified Parties”) against any action or proceeding based on any claimattorneys’ fees, whether actual or alleged, that (i) the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing, (ii) the operation or use of the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing, or (iii) the operation or use of the Leased Tools under the CPSFA during the Agreement Term as such term is defined in the CPSFA constitutes for infringement of any United States or foreign registered patent or copyright, now or hereafter issued, or any other intellectual property right held by such claimant. Owner shall give prompt written notice to Vendor of any such action or proceeding and will reasonably provide information and assistance in the defense of same. Vendor shall indemnify and hold harmless Owner Indemnified Parties from and against all damages and costs, including reasonable attorneys’ fees (but as to attorney’s fees only after a claim has been formally made by a third party and Vendor has received written notice thereof) and expenses incurred by Owner and reasonable attorneys’ fees and expenses awarded against Owner or Vendor in any such action or proceeding. Vendor agrees to keep Owner informed of all developments in the defense of such actions. 15.1.2 If Owner is enjoined from the operation or use of the Leased Tools during the Agreement Term under the CPSFA, or any equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing supplied or licensed by Vendor hereunder, as the result of any patent or copyright suitarising from the manufacture or delivery of supplies, claim, or other intellectual property infringement proceeding, Vendor shall at its sole expense take reasonable steps to procure the right to operate or use such Leased Tools, equipment, materials, Licensed Technologyperformance of services, or the Work Productconstruction, alteration, modification, or repair of real property under this Agreement, or out of the use or disposal by or for the account of the Owner of such supplies or construction work. 22.5. This indemnity shall not apply unless the Consultant shall have been informed within ten (10) business days following the Owner’s receipt of legal notice of any suit alleging such infringement and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in its defense. Further, this indemnity shall not apply to (1) an infringement resulting from compliance with specific written instructions of the case may be. If Vendor canOwner directing a change in the supplies to be delivered or in the materials or equipment to be used, or directing a manner of performance of the Agreement not so procure such right within a reasonable time, Vendor shall promptly, at Vendor’s option and at Vendor’s sole expensenormally used by the Consultant, (i2) modify the Leased Tools, equipment, materials, Licensed Technology, an infringement resulting from addition to or the Work Product so as change in supplies or components furnished or construction work performed that was made subsequent to avoid infringement of any such patent, copyright delivery or other infringement of intellectual property rightsperformance, or (ii3) replace a claimed infringement that is unreasonably settled without the Leased Toolsconsent of the Consultant, equipment, materials, Licensed Technology, or Work Product with Leased Tools, equipment, materials, Licensed Technology, or Work Product that does not infringe or violate any such patent or copyright or other intellectual property rights held unless required by such claimant provided, that any such modified or replaced Leased Tools, equipment, materials, Licensed Technology, or Work Product shall perform and have the same functionality in all material respects as the original Leased Tools, equipment, materials, Licensed Technology or Work Product so modified or replacedfinal decree of a court of competent jurisdiction. 15.1.3 The obligations set forth in this Section 15.1 shall constitute the sole agreement between the Parties relating to liability for infringement or violation of any patent or copyright.

PATENT AND COPYRIGHT INFRINGEMENT. 15.1.1 Vendor The Consultant shall indemnify, defend and hold harmless report to the Owner, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Agreement of which the Consultant has knowledge. In the event of any claim or suit against the Owner on account of any alleged patent or copyright infringement arising out of the performance of this Agreement or out of the use of any supplies furnished or work or services performed under this Agreement, the Consultant shall furnish to the Owner, when requested by the Owner, all evidence and information in possession of the Consultant pertaining to such suit or claim. Such evidence and information shall be furnished at the expense of the Consultant. The Consultant agrees to include, and require inclusion of, the provisions of this Section in all subcontracts at any tier for supplies or services. The Consultant shall indemnify the Owner and its members, officers, directorsagents, and employees against liability, including costs and agents (“Owner Indemnified Parties”) against any action or proceeding based on any claimattorneys’ fees, whether actual or alleged, that (i) the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing, (ii) the operation or use of the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing, or (iii) the operation or use of the Leased Tools under the CPSFA during the Agreement Term as such term is defined in the CPSFA constitutes for infringement of any United States or foreign registered patent or copyright, now or hereafter issued, or any other intellectual property right held by such claimant. Owner shall give prompt written notice to Vendor of any such action or proceeding and will reasonably provide information and assistance in the defense of same. Vendor shall indemnify and hold harmless Owner Indemnified Parties from and against all damages and costs, including reasonable attorneys’ fees (but as to attorney’s fees only after a claim has been formally made by a third party and Vendor has received written notice thereof) and expenses incurred by Owner and reasonable attorneys’ fees and expenses awarded against Owner or Vendor in any such action or proceeding. Vendor agrees to keep Owner informed of all developments in the defense of such actions. 15.1.2 If Owner is enjoined from the operation or use of the Leased Tools during the Agreement Term under the CPSFA, or any equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing supplied or licensed by Vendor hereunder, as the result of any patent or copyright suitarising from the manufacture or delivery of supplies, claim, or other intellectual property infringement proceeding, Vendor shall at its sole expense take reasonable steps to procure the right to operate or use such Leased Tools, equipment, materials, Licensed Technologyperformance of services, or the Work Productconstruction, alteration, modification, or repair of real property under this Agreement, or out of the use or disposal by or for the account of the Owner of such supplies or construction work. This indemnity shall not apply unless the Consultant shall have been informed within ten (10) business days following the Owner’s receipt of legal notice of any suit alleging such infringement and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in its defense. Further, this indemnity shall not apply to (1) an infringement resulting from compliance with specific written instructions of the case may be. If Vendor canOwner directing a change in the supplies to be delivered or in the materials or equipment to be used, or directing a manner of performance of the Agreement not so procure such right within a reasonable time, Vendor shall promptly, at Vendor’s option and at Vendor’s sole expensenormally used by the Consultant, (i2) modify the Leased Tools, equipment, materials, Licensed Technology, an infringement resulting from addition to or the Work Product so as change in supplies or components furnished or construction work performed that was made subsequent to avoid infringement of any such patent, copyright delivery or other infringement of intellectual property rightsperformance, or (ii3) replace a claimed infringement that is unreasonably settled without the Leased Toolsconsent of the Consultant, equipment, materials, Licensed Technology, or Work Product with Leased Tools, equipment, materials, Licensed Technology, or Work Product that does not infringe or violate any such patent or copyright or other intellectual property rights held unless required by such claimant provided, that any such modified or replaced Leased Tools, equipment, materials, Licensed Technology, or Work Product shall perform and have the same functionality in all material respects as the original Leased Tools, equipment, materials, Licensed Technology or Work Product so modified or replacedfinal decree of a court of competent jurisdiction. 15.1.3 The obligations set forth in this Section 15.1 shall constitute the sole agreement between the Parties relating to liability for infringement or violation of any patent or copyright.

PATENT AND COPYRIGHT INFRINGEMENT. 15.1.1 Vendor 14.5.1 Design-Builder shall indemnify, defend and hold harmless the Owner, its members, officers, directors, employees and agents (“defend Owner Indemnified Parties”) Parties from and against any action or proceeding and all Damages based on any claim, whether actual or alleged, claim that (i) the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunderWork, the Work Product Product, or any part of the foregoingthereof, (ii) or the operation or use of the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoingthereof, or (iii) the operation or use of the Leased Tools under the CPSFA during the Agreement Term as such term is defined in the CPSFA constitutes infringement of any United States or foreign registered patent patent, copyright or copyrightother intellectual property, now or hereafter issued, or any other intellectual property right held by such claimant. Owner shall give prompt written notice to Vendor Design-Builder of any such action or proceeding and will reasonably provide authority, information and assistance in the defense of same. Vendor Design-Builder shall indemnify and hold harmless Owner Indemnified Parties from and against all damages and costs, including reasonable attorneys’ fees (but as to attorney’s fees only after a claim has been formally made by a third party and Vendor has received written notice thereof) and expenses incurred by Owner and reasonable not limited to, attorneys’ fees and expenses awarded against Owner or Vendor Design-Builder in any such action or proceeding. Vendor agrees to keep Owner informed of all developments in the defense of such actions. 15.1.2 14.5.2 If Owner is enjoined from the operation or use of the Leased Tools during Work, Work Product, the Agreement Term under the CPSFAProject, or any equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing supplied or licensed by Vendor hereunderthereof, as the result of any patent or copyright suit, claim, or other intellectual property infringement proceeding, Vendor Design-Builder shall at its sole expense take reasonable steps to procure the right to operate or use such Leased Toolsthe Work, equipment, materials, Licensed Technology, Work Product or the Work Product, as the case may beProject. If Vendor Design-Builder cannot so procure such right within a reasonable time, Vendor Design-Builder shall promptly, at VendorDesign-Builder’s option and at VendorDesign-Builder’s sole expense, (i) modify the Leased Tools, equipment, materials, Licensed Technology, Work or the Work Product so as to avoid infringement of any such patent, patent or copyright or other infringement of intellectual property rights, or (ii) replace the Leased Tools, equipment, materials, Licensed Technology, Work or Work Product with Leased Tools, equipment, materials, Licensed Technology, Work or Work Product that does not infringe or violate any such patent patent, copyright, trade secret, proprietary right, confidential information or copyright or other intellectual property rights held by such claimant provided, that any such modified or replaced Leased Tools, equipment, materials, Licensed Technology, or Work Product shall perform and have the same functionality in all material respects as the original Leased Tools, equipment, materials, Licensed Technology or Work Product so modified or replacedright. 15.1.3 The obligations set forth in this Section 15.1 14.5.3 Sections 14.5.1 and 14.5.2 above shall constitute the sole agreement between the Parties relating not be applicable to liability for any suit, claim or proceeding based on infringement or violation of any a patent or copyrightcopyright (i) relating solely to a particular process or product of a particular manufacturer specified by Owner and not offered or recommended by Design-Builder to Owner, or (ii) arising from modifications to the Work by Owner or its agents after acceptance of the Work, or (iii) relating to the operation or use of the Work by the Owner in a manner not permitted by this Agreement or the ICM License Agreement. If the suit, claim or proceeding is based upon events set forth in the preceding sentence, Owner shall defend, indemnify and hold harmless Design-Builder to the same extent Design-Builder is obligated to defend, indemnify and hold harmless Owner in Section 14.5.1 above.

PATENT AND COPYRIGHT INFRINGEMENT. 15.1.1 Vendor shall indemnifyYunex LLC will, at its option and expense, defend and hold harmless the Owner, its members, officers, directors, employees and agents (“Owner Indemnified Parties”) against or settle any action suit or proceeding brought against Buyer based on an allegation that any claimProduct or use thereof for its intended purpose constitutes an infringement of any Patent Cooperation Treaty country member's patent or misappropriation of a third party's trade secret or copyright in the country where the Product is delivered by Yunex LLC. ▇▇▇▇▇ will promptly give Yunex LLC written notice of the suit or proceeding and the authority, whether actual information, and assistance needed to defend the claims. Yunex LLC shall have the full and exclusive authority to defend and settle such claim(s) and will pay the damages and costs awarded in any suit or allegedproceeding so defended. Buyer shall not make any admission(s) which might be prejudicial to Yunex LLC and shall not enter into a settlement without Yunex LLC' consent. Yunex LLC is not responsible for any settlement made without its prior written consent. If the Product, that or any part thereof, as a result of any suit or proceeding so defended is held to constitute infringement or its use by Buyer is enjoined, Yunex LLC will, at its option and expense, either: (i) procure for Buyer the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing, right to continue using said Product; (ii) the operation or use of the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing, replace it with substantially equivalent non-infringing Product; or (iii) modify the operation Product so it is non-infringing. Yunex LLC will have no duty or use of obligation under this Article 11 if the Leased Tools under the CPSFA during the Agreement Term as such term is defined in the CPSFA constitutes infringement of any United States or foreign registered patent or copyright, now or hereafter issued, or any other intellectual property right held by such claimant. Owner shall give prompt written notice to Vendor of any such action or proceeding and will reasonably provide information and assistance in the defense of same. Vendor shall indemnify and hold harmless Owner Indemnified Parties from and against all damages and costs, including reasonable attorneys’ fees (but as to attorney’s fees only after a claim has been formally made by a third party and Vendor has received written notice thereof) and expenses incurred by Owner and reasonable attorneys’ fees and expenses awarded against Owner or Vendor in any such action or proceeding. Vendor agrees to keep Owner informed of all developments in the defense of such actions. 15.1.2 If Owner is enjoined from the operation or use of the Leased Tools during the Agreement Term under the CPSFA, or any equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing supplied or licensed by Vendor hereunder, as the result of any patent or copyright suit, claim, or other intellectual property infringement proceeding, Vendor shall at its sole expense take reasonable steps to procure the right to operate or use such Leased Tools, equipment, materials, Licensed Technology, or the Work Product, as the case may be. If Vendor cannot so procure such right within a reasonable time, Vendor shall promptly, at Vendor’s option and at Vendor’s sole expense, is: (i) modify the Leased Tools, equipment, materials, Licensed Technology, supplied according to ▇▇▇▇▇'s design or the Work Product so as instructions and compliance therewith has caused Yunex LLC to avoid infringement deviate from its normal course of any such patent, copyright or other infringement of intellectual property rights, or performance; (ii) replace the Leased Toolsmodified by Buyer or its contractors after delivery; or (iii) combined by Buyer or its contractors with devices, equipmentmethods, materialssystems or processes not furnished hereunder and by reason of said design, Licensed Technologyinstruction, modification, or Work Product with Leased Toolscombination a suit is brought against Buyer. In addition, equipmentif by reason of such design, materialsinstruction, Licensed Technologymodification or combination, a suit or Work Product that does not infringe or violate any such patent or copyright or other intellectual property rights held by such claimant providedproceeding is brought against Yunex LLC, that any such modified or replaced Leased Tools, equipment, materials, Licensed Technology, or Work Product shall perform and have Buyer must protect Yunex LLC in the same functionality in all material respects as manner and to the original Leased Toolssame extent that Yunex LLC has agreed to protect Buyer under this Article 11. THIS ARTICLE 11 IS AN EXCLUSIVE STATEMENT OF YUNEX LLC' DUTIES AND BUYER'S REMEDIES RELATING TO PATENTS, equipmentTRADE SECRETS AND COPYRIGHTS, materials, Licensed Technology or Work Product so modified or replacedAND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF. 15.1.3 The obligations set forth in this Section 15.1 shall constitute the sole agreement between the Parties relating to liability for infringement or violation of any patent or copyright.

PATENT AND COPYRIGHT INFRINGEMENT. 15.1.1 Vendor shall indemnify, Contractor will defend and hold harmless State against any third-party claim alleging that a Contractor-developed or manufactured Product or Service (the Owner, its members, officers, directors, employees and agents “Infringing Product”) directly infringes a United States patent or copyright (“Owner Indemnified PartiesInfringement Claim”), and Contractor will pay all damages finally awarded against State by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Contractor in settlement of an Infringement Claim. Contractor’s duties under this Section 10 – Patent, and Copyright Infringement are conditioned upon: (a) against any action or proceeding based on any claim, whether actual or alleged, that (i) the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part State promptly notifying Contractor in writing of the foregoing, Infringement Claim; (iib) the operation or use Contractor having sole control of the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part defense of the foregoingsuit and all negotiations for its settlement or compromise; and (c) State cooperating with Contractor and, or (iii) the operation or use of the Leased Tools under the CPSFA during the Agreement Term as such term is defined in the CPSFA constitutes infringement of any United States or foreign registered patent or copyrightif requested by Contractor, now or hereafter issued, or any other intellectual property right held by such claimant. Owner shall give prompt written notice to Vendor of any such action or proceeding and will reasonably provide information and providing reasonable assistance in the defense of samethe Infringement Claim. Vendor shall indemnify and hold harmless Owner Indemnified Parties from and against all damages and costs, including reasonable attorneys’ fees (but as to attorney’s fees only after a claim has been formally made by a third party and Vendor has received written notice thereof) and expenses incurred by Owner and reasonable attorneys’ fees and expenses awarded against Owner or Vendor in any such action or proceeding. Vendor agrees to keep Owner informed of all developments in the defense of such actions. 15.1.2 If Owner is enjoined from the operation or use of the Leased Tools during the Agreement Term under the CPSFAan Infringement Claim occurs, or any equipmentin Contractor’s opinion is likely to occur, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing supplied or licensed by Vendor hereunder, as the result of any patent or copyright suit, claim, or other intellectual property infringement proceeding, Vendor shall Contractor may at its sole expense take reasonable steps to option and expense: (a) procure for State the right to operate continue using the Infringing Product; (b) replace or use modify the Infringing Product so that it becomes non-infringing; or (c) with the State’s consent, and such Leased Toolsconsent shall be reasonably granted, equipment, materials, Licensed Technology, or the Work Product, as the case may be. If Vendor cannot so procure such right within a reasonable time, Vendor shall promptly, at Vendor’s option and at Vendor’s sole expense, grant State (i) modify a pro-rated refund of any amounts pre-paid for the Leased ToolsInfringing Product (if the Infringing Product is a software Product, equipment, materialsi.e., Licensed Technology, Software or the Work Product so as to avoid infringement of any such patent, copyright or other infringement of intellectual property rights, Subscription Software) or (ii) replace a credit for the Leased ToolsInfringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded software). In addition to the other damages disclaimed under this Agreement, Contractor will have no duty to defend or indemnify State for any Infringement Claim that arises from or is based upon: (a) State Data, State- Provided Equipment, Non-Contractor Content,or third-party equipment, hardware, software, data or other third-party materials; (b) the combination of the Product or Service with any products or materials not provided by Contractor; (c) a Product or Service designed, Licensed Technologymodified, or Work manufactured in accordance with State’s designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Contractor; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with Leased Toolsthe terms of this Agreement; or (f) the failure by State to use or install an update to the Product or Service that is intended to correct the claimed infringement. In no event will Contractor’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, equipmentother than a reasonable royalty based upon revenue derived by Contractor from State from sales or license of the Infringing Product. This Section 10 – Patent, materialsand Copyright Infringement provides State’s sole and exclusive remedies and Contractor’s entire liability in the event of an Infringement Claim. clarity, Licensed Technologythe rights and remedies provided in this Section are subject to, or Work Product that does not infringe or violate any such patent or copyright or other intellectual property rights held by such claimant providedand limited by, that any such modified or replaced Leased Tools, equipment, materials, Licensed Technology, or Work Product shall perform and have the same functionality in all material respects as the original Leased Tools, equipment, materials, Licensed Technology or Work Product so modified or replaced. 15.1.3 The obligations restrictions set forth in this Section 15.1 shall constitute the sole agreement between the Parties relating to liability for infringement or violation 9 – Limitation of any patent or copyrightLiability above.

PATENT AND COPYRIGHT INFRINGEMENT. 15.1.1 Vendor shall indemnify, defend and hold harmless the Bechtel, its members, officers, directors, employees and agents (“Bechtel Indemnified Parties”) and Owner, its members, officers, directors, employees and agents agents, and the Lender(s) (“Owner Indemnified Parties”) against any action or proceeding based on any claim, whether actual or alleged, that (i) the equipment, materials or Licensed Technology Equipment supplied or licensed by Vendor hereunderVendor, the Work Product or any part of the foregoingeither, (ii) or the operation or use of the equipment, materials or Licensed Technology Equipment supplied or licensed by Vendor hereunderVendor, the Work Product or any part of the foregoingeither, or (iii) the operation or use of the Leased Tools under the CPSFA during the Agreement Term as such term is defined in the CPSFA constitutes infringement of any United States or foreign registered patent or copyright, now or hereafter issued, or any other intellectual property right held by such claimant. Owner Bechtel shall give prompt written notice to Vendor of any such action or proceeding and will reasonably provide information and assistance in the defense of same. Vendor shall indemnify and hold harmless Bechtel Indemnified Parties and Owner Indemnified Parties from and against all damages and costs, including without limitation, reasonable attorneys’ fees (but as to attorney’s fees only after a claim has been formally made by a third party and Vendor has received written notice thereof) and expenses incurred by Bechtel Indemnified Parties and Owner Indemnified Parties and reasonable attorneys’ fees and expenses awarded against Bechtel Indemnified Parties and Owner or Vendor Indemnified Parties in any such action or proceeding. Vendor agrees to keep Owner Bechtel informed of all developments in the defense of such actions. 15.1.2 If Bechtel or Owner is enjoined from the operation or use of the Leased Tools during the Agreement Term under the CPSFA, or any equipment, materials or Licensed Technology Equipment supplied or licensed by Vendor hereunderVendor, the Work Product or any part of the foregoing either supplied or licensed by Vendor hereunderVendor, as the result of any patent or copyright suit, claim, or other intellectual property infringement proceeding, Vendor shall at its sole expense take reasonable steps to procure the right to operate or use such Leased Tools, equipment, materials, Licensed Technology, Equipment or the Work Product, as the case may be. If Vendor cannot so procure such right within a reasonable time, Vendor shall promptly, at Vendor’s option and at Vendor’s sole expense, (i) modify the Leased Tools, equipment, materials, Licensed Technology, Equipment or the Work Product so as to avoid infringement of any such patent, patent or copyright or other infringement of intellectual property rights, or (ii) replace the Leased Tools, equipment, materials, Licensed Technology, Equipment or Work Product with Leased Tools, equipment, materials, Licensed Technology, suitable equipment or materials or Work Product that does not infringe or violate any such patent or copyright provided that such equipment or other intellectual property rights held by such claimant provided, that any such modified or replaced Leased Tools, equipment, materials, Licensed Technology, materials or Work Product shall perform and have meets all the same functionality criteria set forth in all material respects as the original Leased Tools, equipment, materials, Licensed Technology or Work Product so modified or replacedthis Agreement. 15.1.3 The obligations set forth in this Section 15.1 shall constitute the sole agreement between the Parties relating to liability for infringement or violation of any patent or copyright.

PATENT AND COPYRIGHT INFRINGEMENT. 15.1.1 Vendor shall indemnifyUnless otherwise specified in applicable Specific Terms for Third Party Software, the Company will defend and hold harmless the Owner, its members, officers, directors, employees and agents (“Owner Indemnified Parties”) Licensee against any action and all claims made by a third party that a Licensed Program delivered under this Agreement infringes a copyright or proceeding based on any claima patent of a member state of the Patent Organization, whether actual or alleged, provided that (i) Licensee provides the equipmentCompany with prompt written notice of the claim, materials or Licensed Technology supplied or licensed by Vendor hereunderand (ii) Licensee gives the Company control of the defense of the claim and provides reasonable cooperation in the defense of the claim, and (iii) in the case of a patent infringement, the Work Product or any part related patent has been granted by the Patent Organization as of the foregoingdate of Licensed Program’s delivery to Licensee. Such indemnification is limited to costs, damages and expenses (including reasonable legal fees) finally awarded against Licensee by a court of competent jurisdiction or agreed to in a written settlement agreement signed by the Company arising out of such claim. The Company shall have no obligation to defend or indemnify Licensee against any claim related to (i) any modification of a Licensed Program by Licensee or anybody but the Company, or (ii) the operation or use of one or more Licensed Programs in combination with other elements, data, programs not provided by the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoingCompany, or (iii) the operation or use of Maintenance Deliveries or Releases other than the Leased Tools under most recent ones provided by the CPSFA during the Agreement Term Company or VAR as such term is defined applicable. If operation of a Licensed Program becomes, or in the CPSFA constitutes Company’s reasonable opinion, is likely to become the subject of such an infringement of any United States claim, Licensee shall permit the Company, at the Company's option and expense, either to secure for Licensee the right to continue using the Licensed Program or foreign registered patent or copyright, now or hereafter issuedto modify it, or any other intellectual property right held by such claimantreplace it with another program which is functionally equivalent. Owner shall give prompt written notice to Vendor of any such action or proceeding and will reasonably provide information and assistance in the defense of same. Vendor shall indemnify and hold harmless Owner Indemnified Parties from and against all damages and costs, including reasonable attorneys’ fees (but as to attorney’s fees only after a claim has been formally made by a third party and Vendor has received written notice thereof) and expenses incurred by Owner and reasonable attorneys’ fees and expenses awarded against Owner or Vendor in any such action or proceeding. Vendor agrees to keep Owner informed of all developments in the defense of such actions. 15.1.2 If Owner is enjoined from the operation or use of the Leased Tools during the Agreement Term under the CPSFA, or any equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part neither of the foregoing supplied options is available on terms which are reasonable in the Company's judgment, Licensee shall destroy or licensed by Vendor hereunderreturn said Licensed Program, as and all copies thereof, to the result Company within one (1) month from the Company's written request. In such a case, the Company will grant Licensee a credit for the corresponding ALC charge paid, if applicable, depreciated on a straight-line over three years, to be applied to future licenses, and will reimburse Licensee for the unaccrued portion of any patent or copyright suitassociated recurring charges, claimincluding without limitation, or other intellectual property infringement proceeding, Vendor shall at its sole expense take reasonable steps to procure the right to operate or use such Leased Tools, equipment, materials, Licensed Technology, or the Work ProductALC paid, as the case may be. If Vendor cannot so procure such right within a reasonable time, Vendor shall promptly, at VendorThis Section 6 states the Company’s option entire liability and at VendorLicensee’s sole expense, (i) modify the Leased Tools, equipment, materials, Licensed Technology, or the Work Product so as to avoid infringement exclusive remedy for any claim of any such patent, copyright or other infringement of intellectual property rights, or (ii) replace the Leased Tools, equipment, materials, Licensed Technology, or Work Product with Leased Tools, equipment, materials, Licensed Technology, or Work Product that does not infringe or violate any such patent or copyright or other intellectual property rights held by such claimant provided, that any such modified or replaced Leased Tools, equipment, materials, Licensed Technology, or Work Product shall perform and have the same functionality in all material respects as the original Leased Tools, equipment, materials, Licensed Technology or Work Product so modified or replacedunder this Agreement. 15.1.3 The obligations set forth in this Section 15.1 shall constitute the sole agreement between the Parties relating to liability for infringement or violation of any patent or copyright.