Four Exclusions from IP Indemnity

Four Exclusions from IP Indemnity

Vendor’s obligations set forth in Section __ (IP Indemnity) do not apply to the extent that an Indemnified Claim arises out of:

(a)  Customer’s breach of this Agreement;

(b)  revisions to the Software made without Vendor’s written consent;

(c)  Customer’s failure to incorporate Software updates or upgrades that would have avoided the alleged infringement, provided Vendor offered such updates or upgrades without charges not otherwise required pursuant to this Agreement;

(d)  Vendor’s modification of the Software in compliance with specifications provided by Customer; or

(e)  [See next clause box below.]