Common use of INDEMNIFICATION BY WEITEK Clause in Contracts

INDEMNIFICATION BY WEITEK. WEITEK shall indemnify and hold MIPS harmless against any action based on a claim that (1) the process used by or on behalf of WEITEK in manufacturing products incorporating or based upon MIPS Technology, or (2) any WEITEK modification of MIPS Technology, if such claim would not have occurred but for such modification or (3) the use of MIPS Technology in combination with other equipment, software, data or technology not provided by MIPS, if such claim would not have occurred but for such use in combination or (4) any marking or branding applied to MIPS Technology by or at the request of WEITEK except any such marking or branding in accordance with MIPS written instructions, or (5) any infringement based upon third party software except as to any modifications or enhancements to such software made by MIPS and delivered to WEITEK, has infringed a United States patent or copyright, shall defend at WEITEK's expense all suits against MIPS based upon such a claim and shall pay all costs and damages finally awarded against MIPS in such suit, provided that MIPS shall notify WEITEK's expense WEITEK is given sole control of such suit and all information and assistance for defense of same reasonably requested by WEITEK. WEITEK shall not be liable for any costs or expenses incurred by MIPS after WEITEK has assumed the defense of such action. MIPS shall have the right to be represented by its own attorney at MIPS expense. The foregoing states the entire liability of WEITEK for trade secret, patent, mask work right, copyright, trademark or other proprietary rights infringement.

INDEMNIFICATION BY WEITEK. WEITEK shall indemnify and hold MIPS harmless against any action based on a claim that (1) the process used by or on behalf of WEITEK in manufacturing products incorporating or based upon MIPS Technology, or (2) any WEITEK modification of MIPS Technology, if such claim would not have occurred but for such modification or (3) the use of MIPS Technology in combination with other equipment, software, data or technology not provided by MIPS, if such claim would not have occurred but for such use in combination or (4) any marking or branding applied to MIPS Technology by or at the request of WEITEK except any such marking or branding in accordance with MIPS written instructions, or (5) any infringement based upon third party software except as to any modifications or enhancements to such software made by MIPS and delivered to WEITEK, has infringed a United States patent or copyright, shall defend at WEITEK's expense all suits against MIPS based upon such a claim and shall pay all costs and damages finally awarded against MIPS in such suit, provided that MIPS shall notify WEITEK's expense WEITEK is given sole control of such suit and all information and assistance for defense of same reasonably requested by WEITEK. WEITEK shall not be liable for any costs or expenses incurred by MIPS after WEITEK has assumed the defense of such action. MIPS shall have the right to be represented by its own attorney at MIPS expense. The foregoing states the entire liability of WEITEK for trade secret, patent, mask work right, copyright, trademark or other proprietary rights infringement.. 10.2