Each party shall indemnify and hold harmless the other party (and its subsidiaries, affiliates,
officers, agents, co-branders or other partners, and employees) from any and all claims, damages,
liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all
related costs and expenses) incurred as a result of any claim, judgment, or adjudication arising from
a claim that use of that party's software, or its use of third party software, infringes upon the intellectual
property rights of a third party. To qualify for such defense and payment, the party must: