**Section 7. Indemnification.**
Vendor shall defend, indemnify, and hold harmless Customer and its affiliates from and against all third-party claims alleging that the Services infringe any intellectual property rights, provided such claim does not arise solely from (a) Customer’s modifications to the Services or (b) combinations of the Services with non-Vendor products or materials. This obligation shall include reasonable legal fees incurred in defense.

**Rationale:**
This section reverses the indemnity direction to satisfy the mandate requiring Vendor defense against IP infringement claims. It incorporates the acceptable fallback exclusion for Customer modifications to increase negotiability without conceding core liability. The clause ensures Vendor covers legal fees, a standard requirement for effective indemnification. The primary point of vendor counter will be the scope of the defense obligation (specifically "hold harmless" including damages), as they prefer limiting exposure to claims only.

**Section 8. Limitation of Liability.**
Except for Customer’s payment obligations and the exceptions below, each party’s aggregate liability shall not exceed fees paid in the twelve (12) months preceding the claim. In no event shall either party be liable for indirect or consequential damages; provided, however, this limitation shall not apply to Indemnification obligations, breaches of Confidentiality, or Vendor’s data-security obligations. For claims arising from Data Breaches or Confidentiality breaches, liability shall not exceed the greater of (a) two times the amount calculated under the preceding sentence or (b) $4,000,000.

**Rationale:**
This section raises the general cap to 12 months fees per mandate and introduces a separate supercap ($4M minimum or 2x fees) for data-breach/confidentiality claims. It explicitly carves out indemnity, security, and confidentiality obligations from the ordinary cap while retaining the mutual consequential damages exclusion required by accuracy notes. The vendor will hardest counter the $4 million fixed floor on breach liability, likely arguing against a guaranteed minimum regardless of contract size.

**Section 9. Intellectual Property; Data.**
Customer retains all right, title, and interest in Customer Data and any derivatives thereof. Customer grants Vendor a limited license to use Customer Materials solely to provide the Services. Customer Feedback shall be licensed to Vendor, not assigned. Vendor shall not use Customer Data or usage data to train models or improve services for others without Customer’s prior written opt-in. This Agreement renews automatically for successive one-year terms unless notice is given 60 days prior.

**Rationale:**
This section corrects ownership (Customer retains data/derivatives), converts feedback assignment to a license, and prohibits Vendor model training without opt-in, satisfying all data mandates. It caps automatic renewal at one year to prevent long-term lock-in. The vendor will hardest resist the prohibition on using usage data for improvement/model training, as this is often their core value proposition and revenue driver for future products.