Common use of Future Products Clause in Contracts

Future Products. With respect to Products which may be added to Exhibit A after the Closing Date, Seller undertakes and agrees that, upon being notified promptly and given authority, information, and offered assistance, Seller will promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which AT&T or its Affiliates, agents, distributors or customers, are made defendants or claimed potential defendants for any infringement, claimed infringement, or alleged inducement of infringement, or unauthorized, or unlawful use of any patent, copyright, trademark, trade secret, mask work, proprietary data, or other information, resulting from the sale, use, lease or other disposition of any Product or Part purchased from Seller under this Agreement; provided, however, that the provisions of this Section 16.2 shall not apply to any claim, allegation, suit or proceeding that falls within the scope of the indemnification provisions of Article 9 of the Purchase and Sale Agreement. Seller further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. Seller shall have the right to settle any such suits, actions, or proceedings on terms and conditions of Seller's own selection, provided they are not in conflict with the terms and conditions provided herein. In the event Seller fails to promptly investigate and defend or settle as provided hereinabove, then AT&T shall, following notification to Seller, have the right from that time forward to have sole control of the defense of such claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Seller agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred by AT&T and judgments or decrees which may be rendered against AT&T or such defendants in providing the services that Seller has failed to provide. This indemnity does not extend to any suit or proceeding which is based upon a patent claim covering a combination of which the Product or Part purchased under this Agreement is merely an element of the claim combined with other devices or elements not provided by Seller, unless Seller is a contributory infringer, nor does it extend to any Product or Part whose infringement is a direct result of Seller being required to adhere to a specific design provided by AT&T and not originating with Seller.