Common use of PATENT INDEMNIFICATION Clause in Contracts

PATENT INDEMNIFICATION. 11.1. Seller shall defend at Seller’s expense any law suit based on a claim for infringement of a valid United States patent by Seller’s Product brought by a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller may, at its option, procure for Buyer the right to continue using the Product or replace same with non-infringing Product, modify the Product so that it becomes non-infringing, or grant Buyer a credit for the purchase price of such Product. 11.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and ▇▇▇▇▇’s sole and exclusive remedy for intellectual property infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.110.1. Seller shall defend at Seller’s expense any law suit every lawsuit based on a claim for infringement of a valid United States patent by Seller▇▇▇▇▇▇’s Product brought by a third party against BuyerBuyer within one (1) year after the date of the order to which the suit pertains, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claimsuit, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.210.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller mayshall, at its option, either procure for Buyer the right to continue using the Product or replace same with non-infringing Product, or modify the Product so that it becomes non-non- infringing, or grant Buyer a credit for the purchase price of such Product. 11.310.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and ▇▇▇▇▇’s sole and exclusive remedy for intellectual property patent infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.1. Seller shall Except as provided in the paragraph below, and subject to the limitation set forth below, National will defend at Seller’s expense any law suit or proceeding brought against the Buyer if it is based on a claim that any product, or any part hereof, made to National's design by or for National and furnished hereunder constitutes an infringement of a valid any United States patent by Seller’s Product brought by a third party against Buyerpatents, in notified promptly in writing and shall indemnify given full and hold harmless Buyer against all resulting judgments or settlements of such suit or claimcomplete authority, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance (at National's expense) for the defense of same. National will pay damages and costs therein awarded against the Buyer, but shall not be responsible for any compromise made without its written consent. In providing such defense, or in connection with the event that such suit product, or claim which may be reasonably requested by Seller. 11.2. If such Product part thereof, is held to constitute an infringement and the use of the Product such product, or part thereof is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller may, National shall retain the right at its option, sole discretion to either procure for the Buyer the right to continue using the Product such product or replace same with non-infringing Productpart thereof, or modify the Product it so that it becomes non-infringingnoninfringing, or remove it, or part thereof, and grant the Buyer a credit for the depreciated value thereof, national's indemnity is expressly limited to United States patents only. In no event shall National's total liability to Buyer under the foregoing indemnity exceed the purchase price of such Product. 11.3the alleged infringing product. Notwithstanding National makes no expressed or implied warranty that the products sold hereunder will not infringe any of the foregoingUnited States or foreign patents, Seller shall not be liable to Buyer hereunder for any patent trademarks, or copyrights. [illegible] infringement or for contributory infringement of any claim thereof based upon: patents, trademarks or copyrights related to products sold hereunder arising from (i) National's compliance with Buyer's designs, specifications, or instructions, (ii) use of the Product any product in combination with any materials products not provided supplied by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; National, or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of any product in connection with a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry manufacturing or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and ▇▇▇▇▇’s sole and exclusive remedy for intellectual property infringement or misappropriation and is in lieu of all other express and implied warrantiesprocess.

PATENT INDEMNIFICATION. 11.1. Seller shall defend at Seller’s expense any law suit lawsuit based on a claim for infringement of a valid United States patent by Seller▇▇▇▇▇▇’s Product brought by a third party against Buyer, Buyer and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller may, at its option, procure for Buyer the right to continue using the Product or replace same with non-non- infringing Product, modify the Product so that it becomes non-infringing, or grant Buyer a credit for the purchase price of such Product. 11.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and ▇▇▇▇▇’s sole and exclusive remedy for intellectual property infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.1. Seller shall defend def end at Seller’s expense any law suit lawsuit based on a claim for infringement inf ringement of a valid United States patent by Seller’s Product brought by a third party against Buyer, Buyer and shall indemnify indemnif y and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defensedef ense, and settlement of the same, is given to Seller. Buyer shall furnish f urnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.2. If such Product is held to constitute an infringement inf ringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement inf ringement or become enjoined, Seller may, at its option, procure for Buyer the right to continue using the Product or replace same with non-infringing non- inf ringing Product, modify the Product so that it becomes non-infringingnon- inf ringing, or grant Buyer a credit for the purchase price of such Product. 11.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement inf ringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement inf ringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing inf ringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and ▇▇▇▇▇’s sole and exclusive remedy for intellectual property infringement or misappropriation and is in lieu of all other express and implied warranties.and

PATENT INDEMNIFICATION. 11.110.1. Seller shall defend at Seller’s expense any every law suit based on a claim for infringement of a valid United States patent by Seller’s Product brought by a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.210.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller mayshall, at its option, either procure for Buyer the right to continue using the Product or replace same with non-infringing Product, or modify the Product so that it becomes non-non- infringing, or grant Buyer a credit for the purchase price of such Product. 11.310.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and ▇▇▇▇▇’s sole and exclusive remedy for intellectual property patent infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.1. Seller shall defend def end at Seller’s expense any law suit legal action based on a claim for infringement inf ringement of a valid United States Kingdom patent by Seller’s Product brought by a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defensedef ense, and settlement of the same, is given to Seller. Buyer shall furnish f urnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.2. If such Product is held to constitute an infringement inf ringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement inf ringement or become enjoined, Seller may, at its option, procure for Buyer the right to continue using the Product or replace same with non-infringing non- inf ringing Product, modify the Product so that it becomes non-infringinginf ringing, or grant Buyer a credit for the purchase price of such Product. 11.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement inf ringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement inf ringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification modif ication of Products other than at Seller’s direction; or (iv) use of an allegedly infringing inf ringing version of the Product, if the alleged infringement could be avoided by use of a different diff erent version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and ▇▇▇▇▇’s sole and exclusive remedy for intellectual property infringement or misappropriation and is in lieu of all other express and implied warranties.and

PATENT INDEMNIFICATION. 11.1. Seller shall defend at Seller’s expense any law suit based on a claim have no liability for infringement of a valid any United States patent by patents, trademarks or copyrights (hereinafter collectively referred to as the “Intellectual Property Rights”) except as specifically provided in this Section. Any liability of Seller shall be limited as set forth elsewhere in the Conditions. Seller will defend and indemnify Buyer against allegations of infringement of Intellectual Property Rights subject to the limitations and conditions set forth in this Section. Seller will defend, at its expense, and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that a Product sold to Buyer infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If a Product brought by is subject to a claim that it infringes the Intellectual Property Rights of a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoinedparty, Seller may, at in its optionsole discretion, procure for Buyer the right to continue using the Product or replace same with non-infringing Product, replace or modify the Product so that as to make it becomes non-infringing, or grant Buyer a credit for offer to accept return of the Product and return the purchase price of such Product. 11.3less a reasonable allowance for depreciation. Notwithstanding any of the foregoing, Seller shall not be liable have no liability for claims of infringement based on information provided by Buyer, or directed to Buyer hereunder Products for any patent infringement which the designs are specified in whole or for any claim thereof based upon: (i) in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consentProducts. The foregoing states Seller’s entire provisions of this Section shall constitute Seller sole and exclusive liability and ▇▇▇▇▇Buyer’s sole and exclusive remedy for intellectual property infringement of Intellectual Property Rights. If a claim is based on information or misappropriation designs provided in whole or in part by ▇▇▇▇▇, Buyer shall defend and is in lieu indemnify Seller for all costs, expenses or judgments resulting from any claim that such Product infringes the Intellectual Property Rights of all other express and implied warrantiesa third party.

PATENT INDEMNIFICATION. 11.1. Seller shall defend at Seller’s expense any law suit legal action based on a claim for infringement of a valid United States Kingdom patent by Seller’s Product brought by a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller▇▇▇▇▇▇. 11.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller may, at its option, procure for Buyer the right to continue using the Product or replace same with non-infringing Product, modify the Product so that it becomes non-infringing, or grant Buyer a credit for the purchase price of such Product. 11.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and ▇▇▇▇▇’s sole and exclusive remedy for intellectual property infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.110.1. Seller shall defend at Seller’s expense any law suit every lawsuit based on a claim for infringement of a valid United States patent by Seller▇▇▇▇▇▇’s Product brought by a third party against BuyerBuyer within six (6) years after the date of the order to which the suit pertains, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claimsuit, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. Seller will not provide defense or indemnification and will not hold harmless Buyer against any suit that is brought more than six (6) years after the original date of the order to which the suit pertains. 11.210.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller mayshall, at its option, either procure for Buyer the right to continue using the Product or replace same with non-infringing Product, or modify the Product so that it becomes non-non- infringing, or grant Buyer a credit for the purchase price of such Product. 11.310.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and ▇▇▇▇▇’s sole and exclusive remedy for intellectual property patent infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.110.1. Seller shall defend at Seller’s expense any every law suit based on a claim for infringement of a valid United States patent by Seller’s Product brought by a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.210.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller mayshall, at its option, either procure for Buyer the right to continue using the Product or replace same with non-infringing Product, or modify the Product so that it becomes non-infringing, or grant Buyer a credit for the purchase price of such Product. 11.310.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and ▇▇▇▇▇’s sole and exclusive remedy for intellectual property patent infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.1. 11.1 If either party receives any claim by any third party that the Products violate, infringe or misappropriate any patent, utility model, design, trademark, trade secret, copyright or other intellectual property rights of any type (“Intellectual Property Right”) of a third party, such party gives written notice to the other party without delay. 11.2 Except as provided in Section 11.3, the Seller shall defend at Seller’s expense any law suit brought against the Purchaser and pay any damages finally awarded against the Purchaser based on a claim for infringement that the Products, as delivered to the Purchaser, infringe the Intellectual Property Right of a valid United States patent by Seller’s Product brought by a third party against Buyerparty, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely provided that the Purchaser (a) gives the Seller immediate written notice of any such suit or claim and of infringement, (b) the Seller has sole control of the defense, defense of any such claim and all negotiations for any settlement of or compromise and (c) the same, is given to Seller. Buyer shall furnish to Purchaser provides the Seller all with such information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.2as the Seller deems necessary. If such Product is In the event that the Products are held to constitute an infringement and infringe the use Intellectual Property Right of a third party, the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller mayshall, at its optiondiscretion, (a) procure for Buyer the Purchaser, or reimburse the Purchaser for procuring, the right to continue using the Product or infringing Products, (b) modify the infringing Products so that they become non-infringing, (c) replace same the infringing Products with non-infringing Product, modify the Product so that it becomes non-infringing, Products or grant Buyer (d) provide a credit refund of any amounts paid for the purchase price of such Productinfringing Products. 11.3. Notwithstanding any of the foregoing, 11.3 The Seller shall not be liable have no liability or obligation to Buyer hereunder for any patent infringement or for the Purchaser with respect to any claim thereof of infringement based upon: on or arising from any (ia) specifications, plans, designs or components furnished by the Purchaser, (b) use of the Product Products in combination with any materials devices or products not provided supplied by Seller where such infringement the Seller, (c) use of the Products in an application or claim thereof would environment for which they were not have occurred but for such combination; designed or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iiid) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and ▇▇▇▇▇’s sole and exclusive remedy for intellectual property infringement or misappropriation and is in lieu of all other express and implied warrantiesProducts.