10 Startup adVANce | Cooperation Agreement designated transferee, including the offered purchase price; such purchase price shall in any event be the maximum compensation payable by Daimler to the Startup. 3.9.5 For the avoidance of doubt, the Startup’s rights set forth in clause 3.9.4 do not include the right to use or otherwise exploit any Daimler-Background-IP or Work Results individually owned by Daimler even if this would be necessary in order to be able to use or exploit the Jointly-owned Work Results pursuant to this clause 3.9.4. 3.10 Rights of Third Parties (including Personnel) 3.10.1 Where a Party involves third parties (including personnel of one Party) in the generation of Work Results, such Party must obtain all necessary rights (transfer, licenses or other) from the third party in order to be able to respect its obligations as if those Work Results were generated by the Party itself. 3.10.2 If obtaining the rights is impossible, the Party must refrain from using the third party to generate the Work Results. 3.11 IP Indemnity 3.11.1 Each Party will ensure that the appropriate use of its individually owned Work Results (or its other materials) or its contributions to the Jointly-owned Work Results (in each case including the relevant Background-IP) by the other Party does not infringe any third party rights. If any claims in connection with the appropriate use of these (Jointly-owned) Work Results or other materials (including the relevant Background-IP) of one Party ("Indemnifying Party") are enforced against the other Party ("Indemnified Party") on the basis of an actual or alleged infringement of third party rights, the Indemnified Party will notify the Indemnifying Party without undue delay (unverzüglich). The Parties will closely cooperate regarding the defense against these claims with the Indemnified Party assuming the lead responsibility therein. The Indemnifying Party will support the Indemnified Party to a reasonable extent. 3.11.2 If the Indemnified Party incurs costs and/or damages (including reasonable legal costs for litigation) in connection with the defense or other handling of claims mentioned in clause 3.11.1, the Indemnifying Party hereby indemnifies the Indemnified Party and holds the Indemnified Party harmless against any such costs and damage. The limitation of liability set forth in clause 3.14.2 will not apply to this indemnification obligation of the Indemnifying Party. 3.12 Free and Open Source Software The Parties agree that the terms and conditions stated in Annex 3.12 shall apply with regard to the use of any free and open source software (as defined in this Annex 3.12). 3.13 Source Code Daimler may request from the Startup at any time a market standard deposition of the source code of the software owned by the Startup and/or used or developed in connection with the execution of this Agreement. The cost for the escrow will be borne by Daimler. 3.14 Liability 3.14.1 Each Party will be liable as provided by applicable laws for damages resulting from (i) willful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit), (ii) death or personal injury, (iii) infringement of rights of third parties, and (iv) breach of obligations on confidentiality and data protection. Each Party’s liability for any other damages that cannot be excluded or limited due to mandatory applicable laws (e.g. product liability) will remain unaffected.