IP Indemnity from the Provider

Provider shall defend and indemnify Customer and Customer’s Indemnified Associates against any third party claim, suit, or proceeding arising out of, related to, or alleging infringement or misappropriation of a third party’s patent, copyright, trade secret, or other intellectual property right as a result of Customer’s authorized use of the Software (an “Indemnified Claim”). However, Indemnified Claims do not include, and Provider’s obligations in the preceding sentence do not apply to, any claim, suit, or proceeding to the extent that it arises out of, relates to, or alleges:

(i) Customer’s breach of this Agreement, including without limitation its failure to cease use of the Software after Provider’s direction pursuant to Section __ (IP Infringement Remedies);

(ii) revisions to the Software made without Provider’s written consent;

(iii) Customer’s failure to incorporate Software updates or upgrades that would have avoided the alleged infringement or misappropriation, provided such updates and upgrades do not materially reduce the Software’s compliance with the Specifications and Provider offered them without compensation not otherwise required by this Agreement;

(iv) Provider’s creation or modification of the Software in compliance with specifications furnished by Customer; or

(v) [Combination claims: see next clause box below.]