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<br />“SSG Indemnity. SSG agrees, at its own expense, to defend, indemnify and hold Client, and its affiliates,
<br />officers, directors, employees, and agents harmless against any damages finally awarded and payable to any
<br />third party in any such suit or cause of action, alleging that a SaaS Service as used in accordance with this
<br />Agreement infringes the registered U.S. patent or copyright of any third party. If a SaaS Service is held or
<br />believed to infringe on a registered U.S. patent or copyright of a third party, SSG may, in its sole discretion,
<br />(a) modify the Service to be non-infringing, (b) obtain for Client a license to continue using the affected
<br />Service, or (c) if neither (a) nor (b) are practical in SSG’s sole judgment, terminate the affected Service and
<br />return to Client the pro-rated portion of unused Service fees actually paid by Client for the affected Service.
<br />The foregoing obligations of SSG do not apply (i) to the extent that the allegedly infringing SaaS Service or
<br />portions or components thereof or modifications thereto result from any change or that are developed or
<br />configured in whole or in part in accordance with Customer’s specifications, made by Client or by any third
<br />party for Client, (ii) if the infringement claim could have been avoided by using an unaltered current version
<br />of a SaaS Service which was provided by SSG, (iii) to the extent that an infringement claim is based upon any
<br />information, design, specification, instruction, software, data, or material not furnished by SSG, or any
<br />material from a third party portal or other external source that is accessible to Client within or from the SaaS
<br />Service (e.g., a third party Web page accessed via a hyperlink), (iv) to the extent that an infringement claim
<br />is based upon the combination of any material with any products or services not provided by SSG, or (v) to
<br />the extent that an infringement claim is caused by the provision by Client to SSG of materials, designs, know-
<br />how, software or other intellectual property with instructions to SSG to use the same in connection with the
<br />SaaS Service, (vi) to the extent that Client is in material breach of its obligations under the terms of this
<br />Agreement. Additionally, to the extent authorized by North Carolina law, SSG agrees to defend, indemnify,
<br />and hold harmless Client, its directors, officers, employees, agents, independent contractors, authorized
<br />volunteers, attorneys, and consultants from and against all losses, costs, demands, attorneys’ fees, expenses,
<br />obligations, liabilities, penalties, interests, recoveries, damages, claims, and judgments alleged to result from,
<br />arise out of, or be in any way connected with (i) any willful acts, active or passive negligence, errors, or
<br />omissions, including violation of any law or regulation, resulting from SSG’s failure to encrypt Client Data to
<br />industry-standard cipher key size of 2048 bits or better and (ii) arising from property damage or bodily injury
<br />including death to any person or persons caused in whole or in part by the negligence or misconduct of SSG
<br />except to the extent same are caused by the negligence or willful misconduct of the Client. The indemnity
<br />and other remedies set forth in this Section shall be the exclusive remedies of the Client with respect to any
<br />claim and actions for which SSG has an obligation of indemnity pursuant to this Section. It is the intent of this
<br />Section to require SSG to indemnify the Client to the fullest extent permitted under North Carolina law.”
<br />
<br />Section 8(b). Client Indemnity. Section 8(b) is hereby deleted in its entirety and replaced with the following:
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<br />“Client Indemnity. Client shall not be liable for any negligent or wrongful acts, either of commission or
<br />omission, unless such liability is imposed by law and that this Agreement shall not be construed as seeking to
<br />either enlarge or diminish any obligation or duty owed by one party against the other or against a third party.”
<br />
<br />Section 9. NONDISCLOSURE. Section 9 is hereby modified as follows (additions are represented by underline
<br />and deletions are represented by strikethrough):
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<br />“NONDISCLOSURE. All Confidential Information (as defined below) disclosed hereunder will remain the
<br />exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential
<br />Information of the disclosing party and will use at least the same degree of care, discretion and diligence in
<br />protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential
<br />information, but in no case less than reasonable care. The receiving party will limit access to Confidential
<br />Information to its affiliates, employees and authorized representatives with a need to know and will instruct
<br />them to keep such information confidential. SSG may disclose Client’s Confidential Information on a need to
<br />know basis to its subcontractors who are providing all or part of the Services. SSG may use Client’s Confidential
<br />DocuSign Envelope ID: 7FA62209-A970-40F7-9C38-88B8CD8221DF
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