IP Indemnification

Vendor shall defend, indemnify, and hold harmless Client from and against any third-party claim that the Work Product, as delivered by Vendor and used by Client as intended, infringes any copyright, trademark, trade secret, or patent of such third party, and shall pay any damages finally awarded or settlement amounts agreed by Vendor. If any Deliverable becomes, or in Vendor's opinion is likely to become, subject to such a claim, Vendor shall, at its option and expense, (a) procure for Client the right to continue using the Deliverable, (b) modify the Deliverable to be non-infringing while preserving materially equivalent functionality, or (c) refund the fees paid for the infringing Deliverable and accept its return. This indemnification does not apply to claims arising from Client's modifications to the Work Product or combination of the Work Product with materials not supplied by Vendor.