Ti	=	Indemnification
1.0.sec	=	Subject to the terms herein, {_Manufacturer} shall, at its cost and expense,
1.1.sec	=	defend, or at its option, settle any claim brought against {_Customer}, {_Customer_Representatives}, and their respective directors, officers and employees (“{_Customer_Indemnities}”) by a third party alleging that any use of {_Software} infringes or violates any third party intellectual property right, and
1.2.0.sec	=	pay, indemnify and hold {_Customer_Indemnities} harmless from any settlement of such claim or any damages awarded to such third party as a result of such claim, provided that {_Customer_Indemnities}:
1.2.1.sec	=	give {_Manufacturer} prompt written notice of any such claim; and
1.2.2.sec	=	permit {_Manufacturer} to solely control and direct the defense or settlement of any such claim, provided {_Manufacturer} shall not settle any claim in a manner that requires {_Customer} to admit liability or pay money without {_Customer}’s prior written consent; and
1.2.3.sec	=	provide {_Manufacturer} all reasonable assistance in connection with the defense or settlement of any such claim, at {_Manufacturer}’s cost and expense. {_Customer} may participate in the defense and settlement at {_Customer}’s sole expense.
1.2.	=	[G/Z/ol-i/s3]
1.	=	[G/Z/ol-a/s2]
2.0.sec	=	If such a claim occurs, or in {_Manufacturer}’s opinion is reasonably likely to occur, {_Manufacturer}, at its expense and at its sole discretion, may, in addition to its indemnification obligations hereunder:
2.1.sec	=	procure the right to allow {_Customer} to continue to use the applicable {_Software}; or
2.2.sec	=	modify or replace the applicable {_Software} or infringing portions thereof to become non-infringing; or
2.3.sec	=	if neither (a) nor (b) is commercially practicable, terminate {_Customer}’s license to the affected portion of the applicable {_Software} and, as applicable, refund a portion of the license fees paid by {_Customer} corresponding to such {_Software}, pro-rated over a three (3) year period from initial delivery (unless the applicable {_License_Term} is shorter than three years, in which case the pro-rated period shall be equal to the {_License_Term}).
2.	=	[G/Z/ol-a/s3]
3.0.sec	=	Notwithstanding the foregoing, {_Manufacturer} shall have no obligations under this Section to the extent any claim is based upon or arises out of:
3.1.sec	=	any modification or alteration to the applicable {_Software} not made by or on behalf of {_Manufacturer}; and/or
3.2.sec	=	any combination or use of the applicable {_Software} with any third party equipment, products or systems, to the extent that such claim is based on such combination or use; and/or
3.3.sec	=	{_Customer}’s continuance of allegedly infringing activity for longer than a reasonable period after being notified thereof; and/or
3.4.sec	=	{_Customer}’s failure to use {_Upgrades} made available by {_Manufacturer}; and/or
3.5.sec	=	damages attributable to the value of the use of a non-{_Manufacturer} product or service; and/or
3.6.sec	=	use of the applicable {_Software} not in accordance with the applicable {_Documentation} granted under this {_Agreement}.
3.	=	[G/Z/ol-a/s6]
4.sec	=	The remedies set forth in this Section constitute {_Customer}’s sole and exclusive remedies, and {_Manufacturer}’s entire liability, with respect to infringement or violation of third party intellectual property rights.
	=	[G/Z/ol/s4]