Common use of Patent Indemnity Clause in Contracts

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. Seller shall have no liability (a) Seller’s Patent Indemnity to Buyer: Xxxxxx agrees to indemnify and hold harmless the Buyer from and against all legal expenses which may be incurred as well as damages and costs which may be finally assessed against Buyer, in any action for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this sectionUnited States Letters Patent by the Products delivered to Buyer hereunder. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer for such infringement actions provided that (1) Buyer shall give Seller written notice of any action, claim, or threat of patent infringement suite, either oral or written, or of the commencement of any patent infringement suit against allegations Buyer relating to Products sold by Seller to Buyer hereunder; and (2) Buyer shall give Seller opportunity to elect to take over, settle, or defend any such claim, action, suit, or proceeding through counsel of infringement Seller’s own choice and under its sole direction, and its sole expense; and (3) Buyer, in the event that Seller elects to take over, defend or settle such claims, action, suit, or proceeding, will make available to Seller all defenses known by or available to Buyer; and (4) Seller shall have the right to substitute for any such Product or any part thereof claiming to infringe the patent rights of U.S. patentsother non-infringing Products which will give equally good service. If the use of any such Products or any part thereof should be enjoined, U.S. trademarksSeller shall have the right, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay own expense, to take any of the cost following courses of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold action: (1) to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, such Product; or (2) to replace said Product with a non-infringing Product; or (3) to modify the Item Product so as to make that it becomes non-infringing, or offer (4) to accept return of the Item remove said Product and return refund the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability transportation and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all installation costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. (a) Seller’s Patent Indemnity to Buyer: Seller shall have no liability agrees to indemnify and hold harmless the Buyer from and against all legal expenses which may be incurred as well as damages and costs which may be finally assessed against Buyer, in any action for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this sectionUnited States Letters Patent by the Products delivered to Buyer hereunder. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer for such infringement actions provided that (1) Buyer shall give Seller written notice of any action, claim, or threat of patent infringement suite, either oral or written, or of the commencement of any patent infringement suit against allegations Buyer relating to Products sold by Seller to Buyer hereunder; and (2) Buyer shall give Seller opportunity to elect to take over, settle, or defend any such claim, action, suit, or proceeding through counsel of infringement Seller’s own choice and under its sole direction, and its sole expense; and (3) Buyer, in the event that Seller elects to take over, defend or settle such claims, action, suit, or proceeding, will make available to Seller all defenses known by or available to Buyer; and (4) Seller shall have the right to substitute for any such Product or any part thereof claiming to infringe the patent rights of U.S. patentsother non-infringing Products which will give equally good service. If the use of any such Products or any part thereof should be enjoined, U.S. trademarksSeller shall have the right, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay own expense, to take any of the cost following courses of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold action: (1) to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, such Product; or (2) to replace said Product with a non-infringing Product; or (3) to modify the Item Product so as to make that it becomes non-infringing, or offer (4) to accept return of the Item remove said Product and return refund the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability transportation and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all installation costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. If any Product furnished by the Seller shall have no liability for infringement of is rightfully claimed to infringe any patentsUnited States Patent issued at the time the Contract is accepted, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend agrees 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 an item sold option: (1) to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using use the ItemProduct, or (2) to modify or replace or modify the Item Product so as to make it non-infringingavoid infringement, or offer (3) to accept return redelivery of the Item Product and return reimburse Buyer for the purchase price less and any transportation expenses incurred by Buyer. Should any litigation be instituted against Buyer based on a reasonable allowance for depreciation. Notwithstanding claim that any Product in the foregoingcondition as shipped by Seller infringes any United States Patent, Seller shall have no liability for claims of infringement based on information provided by will undertake the defense thereof in Buyer’s behalf and pay any damages and costs awarded therein against Buyer, or directed to Items for which the designs are specified provided Seller is given prompt written notice and is furnished with copies of all demands, process and pleadings and Buyer cooperates fully in whole or in part by Buyergiving Seller authority, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute information and assistance at Seller’s sole expense for such defense, as well as control over the defense and exclusive liability any negotiations with regard to settlement. THE FOREGOING REPRESENTS SELLER’S ENTIRE AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY CHARGE OF INFRINGEMENT AND IS IN LIEU OF ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY RELATING TO INFRINGEMENT. SELLER SHALL HAVE NO RESPONSIBILITY INSOFAR AS ANY PRODUCT MODIFIED BY BUYER OR MADE OR MODIFIED BY SELLER IN ACCORDANCE WITH THE CONTRACT AND BUYER SHALL INDEMNIFY SELLER IN ACCORDANCE WITH THE INDEMNITY IN PARAGRAPH “14” ABOVE FOR ANY CLAIM WHICH ARISES OUT OF SELLER’S COMPLIANCE WITH BUYER’S SPECIFICATIONS. SELLER SHALL ALSO HAVE NO RESPONSIBILITY WITH REGARD TO ANY SETTLEMENT, ADMISSION OR PROMISE MADE BY BUYER WITHOUT SELLER’S PRIOR WRITTEN CONSENT, NOR SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING LOSS OF PROFITS, CLAIMED TO HAVE BEEN SUSTAINED BY BUYER OR ANY USER OF THE PRODUCT ARISING OUT OF ANY CLAIM OF INFRINGEMENT. Seller is entitled to indemnity from certain of its suppliers and Buyer’s sole the rights and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided options vested in Seller shall extend to such suppliers and may be exercised by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightthem.

Patent Indemnity. Seller shall have no liability for infringement of any patentsLessor will defend, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 own expense, any action brought against Buyer Lessee to the extent that it is based upon a claim that Lessor provided Equipment or Software infringes any patent, trade secret or copyright and Lessor will pay costs and monetary damages finally awarded against Lessee in any such actions which are attributable to such claim. Such defense and liability is conditioned on an allegation that an item sold to Buyer and limited by: (“Item”a) infringes the Intellectual Property Rights Lessor being notified promptly in writing by Lessee of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten any such action; (10b) days after Xxxxx becomes aware of such allegations of infringement, and Xxxxxx Lessor having sole control over of the defense of any allegations or actions including and all negotiations for settlement of such action; (c) the damage award liability of Lessor not exceeding the purchase price for such infringing Lessor provided Equipment or compromiseSoftware; and (d) Lessee providing all available information, assistance and authority to enable Lessor to defend, negotiate and settle such action. If an Item is Should such Equipment or Software become, or in Lessor's opinion be likely to become, the subject to a claim that it infringes of infringement or the Intellectual Property Rights of use thereof become restricted by a third partyfinal non-appealable Court awarded injunction, Seller mayLessee shall permit Lessor, in its sole discretionat Lessor's option and expense, the right to either: (a) procure for Buyer Lessee the right to continue using the Item, such Equipment or Software; (b) replace or modify such Equipment or Software so it is free from infringement or injunction provided that the Item so same function is performed by the replacement or modified Equipment or Software; or (c) recover such Equipment or Software from Lessee, in which latter case, the only rights and liabilities between Lessor and Lessee are that: (i) the lease shall be void as to make it non-infringingthe Equipment or Software on the date of recovery; and (ii) Lessor has the right to collect lease payments, if any, due from Lessee for Lessee's possession of such Equipment or offer to accept return Software up through the date of the Item and return the purchase price less a reasonable allowance for depreciationLessor's recovery thereof. Notwithstanding the foregoing, Seller Lessor shall have no liability for claims to Lessee under any provision of this clause with respect to any claim of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.upon the:

Patent Indemnity. Seller shall have no liability for The Supplier shall, subject to the Procuring Entity’s compliance with GCC Sub-Clause 26.2, indemnify and hold harmless the Procuring Entity and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney’s fees and expenses, which the Procuring Entity may suffer as a result of any infringement or alleged infringement of any patentspatent, trademarksutility model, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patentregistered design, trademark, copyright, trade dress, trade secret or other intellectual property right registered or otherwise existing at the date of the Contract by reason of: the installation of the Goods by the Supplier or the use of the Goods in the country where the Site is located; and the sale in any country of the products produced by the Goods. Such indemnity shall not cover any use of the Goods or any similar rightpart thereof other than for the purpose indicated by or to be reasonably inferred from the Contract, neither any infringement resulting from the use of the Goods or any part thereof, or any products produced thereby in association or combination with any other equipment, plant, or materials not supplied by the Supplier, pursuant to the Contract. If any proceedings are brought or any claim is made against the Procuring Entity arising out of the matters referred to in GCC Sub-Clause 26.1, the Procuring Entity shall promptly give the Supplier a notice thereof, and the Supplier may at its own expense and in the Procuring Entity’s name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim. If the Supplier fails to notify the Procuring Entity within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Procuring Entity shall be free to conduct the same on its own behalf. The Procuring Entity shall, at the Supplier’s request, afford all available assistance to the Supplier in conducting such proceedings or claim, and shall be reimbursed by the Supplier for all reasonable expenses incurred in so doing. The Procuring Entity shall indemnify and hold harmless the Supplier and its employees, officers, and Subcontractors from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney’s fees and expenses, which the Supplier may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract arising out of or in connection with any design, data, drawing, specification, or other documents or materials provided or designed by or on behalf of the Procuring Entity.

Patent Indemnity. Except insofar as an Order calls for products pursuant to Buyer’s designs, drawings or specifications, Xxxxxx agrees to pay the amount of any final judgment against Buyer resulting from a suit claiming that any commercial products manufactured or furnished hereunder, by reason of their manufacture, sale or use, infringes any United States patent which has issued at the date of the contract, and Xxxxx’s reasonable costs and expenses in defense of such suit if Seller does not undertake the defense thereof, provided Seller is promptly notified of the threat or commencement of such suit and is offered full and exclusive control to conduct the defense or settlement thereof.Seller’s indemnity shall not apply where infringement would not have no liability occurred from the normal use for which the products were designed. No responsibility is assumed for actual or alleged infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third partyforeign patent. Seller’s obligation liability for damages hereunder is limited to defend and indemnify Buyer is contingent those computed solely on Buyer notifying Seller within ten (10) days after Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense value of any allegations products sold to Xxxxx.Xx no event shall Seller be liable for consequential damages or actions including all negotiations for settlement or compromisecosts applicable thereto. If an Item is subject to a In the event of any claim that it a product furnished hereunder infringes the Intellectual Property Rights of a third partyany United States patent, Seller may, in may at its sole discretion, option and expense (a) procure for Buyer the right to continue using the Itemproduct, or (b) replace or modify the Item product so as to make that it becomes non-infringing, or offer to accept return of the Item and return the purchase price (c) grant Buyer a credit for such product, less a reasonable allowance depreciation for depreciationuse, damage, and obsolescence upon its return to Seller. Notwithstanding Xxxxx agrees to pay all costs and expenses incurred by Seller in its defense and the foregoingamount of any judgment against Seller, in any suit or proceeding against Seller based upon a claim of infringement, resulting solely from the Buyer combining any product furnished hereunder with any item not manufactured or furnished by Seller or from the sale or use of any such combination by Buyer. Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and also indemnify Buyer’s sole Buyers and exclusive remedy agents for infringement of Intellectual Property Rights. If a claim is based on information provided by such infringement, if and to the extent that Xxxxx has agreed so to indemnify them, but to no greater extent than Seller has indemnified Buyer or if herein and under the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightsame conditions as set forth herein.

Patent Indemnity. Except insofar as an Order calls for products pursuant to Buyer’s designs, drawings or specifications, Seller agrees to pay the amount of any final judgment against Buyer resulting from a suit claiming that any commercial products manufactured or furnished hereunder, by reason of their manufacture, sale or use, infringes any United States patent which has issued at date of contract, and Xxxxx’s reasonable costs and expenses in defense of such suit if Seller does not undertake the defense thereof, provided Seller is promptly notified of the threat or commencement of such suit and is offered full and exclusive control to conduct the defense or settlement thereof. Seller’s indemnity shall not apply where infringement would not have no liability occurred from the normal use for which the products were designed. No responsibility is assumed for actual or alleged infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third partyforeign patent. Seller’s obligation liability for damages hereunder is limited to defend and indemnify Buyer is contingent those computed solely on Buyer notifying Seller within ten (10) days after Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense value of any allegations products sold to Buyer. In no event shall Seller be liable for consequential damages or actions including all negotiations for settlement or compromisecosts applicable thereto. If an Item is subject to a In the event of any claim that it a product furnished hereunder infringes the Intellectual Property Rights of a third partyany United States patent, Seller may, in may at its sole discretion, option and expense (a) procure for Buyer the right to continue using the Itemproduct, or (b) replace or modify the Item product so as to make that it becomes non-infringing, or offer to accept return of the Item and return the purchase price (c) grant Buyer a credit for such product, less a reasonable allowance depreciation for depreciationuse, damage, and obsolescence upon its return to Seller. Notwithstanding Xxxxx agrees to pay all costs and expenses incurred by Seller in its defense and the foregoingamount of any judgment against Seller, in any suit or proceeding against Seller shall have no liability for claims based upon a claim of infringement based on information provided by Buyerinfringement, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting solely from the modification, combination Buyer combining any product furnished hereunder with any item not manufactured or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided furnished by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.or

Patent Indemnity. If any Product manufactured by Seller shall have no liability for infringement and furnished under this Agreement is to be made in accordance with drawings, samples or manufacturing specifications designated by Buyer, Buyer agrees to indemnify and hold Seller harmless from any and all damages, costs and expenses (including attorney’s fees) relating to any claim arising from the design, distribution, manufacture or use of the Product or arising from a claim that such Product furnished to Buyer by Seller, or the use thereof, infringes any patentsletters patent, trademarksforeign or domestic, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend agrees at its own expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over undertake the defense of any allegations suit against Seller brought upon such claim or actions including claims. In the event any Product to be furnished under this Agreement is not to be made in accordance with drawings, samples, or manufacturing specifications designated by Buyer, but rather is the design of Seller, and Product has not been modified by Buyer or its customers. Seller agrees to hold Buyer and its customers harmless against any damages awarded by a court of final jurisdiction in any suit or suits for the infringement of any United States letters patent by reason of the sale or use of such Product furnished by Seller under this Agreement, provided that Seller is notified promptly in writing of any claim or suit and is permitted to assume the full direction and control of the defense against such a claim and of any suit brought thereon and is given authority, information and assistance by Buyer (at Seller’s expense) for such defense and authority to settle. In case any judgment rendered in such suit shall become final (beyond right of appeal), and where Buyer has complied with the foregoing provisions of this paragraph to Seller’s satisfaction, Seller agrees to pay all negotiations for settlement or compromisedamages and costs thereby awarded against Buyer. If an Item is If, subject to a claim that it infringes the Intellectual Property Rights of a third partyabove limitations, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringingsaid Products, or offer any part thereof, should be finally held in suit to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoingconstitute an infringement, Seller shall have no liability the right at its own expense either (I) to procure for claims of infringement based on information provided by BuyerBuyer rights to the patent, or directed (II) to Items for which modify or replace said Product with a non-infringing Product accomplishing the designs are specified in whole or in part by Buyersame purposes as the replaced Product, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.or

Patent Indemnity. Seller shall have no liability for infringement of any patentswill, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense own expense, indemnify and will pay the cost of defend any settlement or damages awarded in any action brought claim instituted against Buyer that is based on an allegation that the Goods constitute an item sold to Buyer (“Item”) infringes the Intellectual Property Rights infringement of a third partyany United States patent. Seller’s obligation indemnification and defense obligations are conditioned upon Buyer giving Seller (i) prompt notice of all such claims, (ii) full authority to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after Xxxxx becomes aware of all such allegations of infringementclaims, and Xxxxxx having sole (iii) all reasonably available information and assistance helpful to Seller’s assumption of the defense. Buyer may participate in the defense at its own expense and with its own counsel; provided that, Seller will have control over of the defense of each such claim, including appeals from any allegations or actions including all judgment therein and any negotiations for the settlement or compromise thereof, with full authority to enter into a binding settlement or compromise. If an Item the use of any Goods is subject held to a claim infringe and that it infringes the Intellectual Property Rights of a third partyuse is enjoined, Seller maywill, in at its sole discretionoption and expense, (i) procure for Buyer the right to continue using to use the Itemaffected Goods consistent with these terms and conditions and the intended use for the affected Goods, (ii) replace or modify the Item affected Goods so as to make it non-that they are no longer infringing, or offer (iii) grant Buyer a credit for the affected Goods upon return to accept return of the Item Seller, allowing for reasonable use and return the purchase price less a reasonable allowance for depreciationobsolescence. Notwithstanding the foregoing, Seller’s indemnification will apply to only standard Seller shall products that have not been modified in any manner, and Seller will have no liability for claims to Buyer with respect to any infringement or claim thereof that is based upon or arises out of infringement based on information provided (i) use of the Goods in combination with any product not supplied by BuyerSeller, or directed to Items (ii) the use of the Goods in a manner for which the designs are specified in whole Goods were neither designed nor contemplated, (iii) any modification of the Goods by Buyer or in part by Buyerany third party, or infringements resulting from the modification, combination (iv) or use in a system of the ItemsSeller’s compliance with Buyer’s specifications or directions. The foregoing provisions states the entire liability of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from arising out of any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightdetermination of infringement or misappropriation.

Patent Indemnity. In the event any product to be furnished under this Sales Confirmation is to be made in accordance with drawings, samples or manufacturing specifications provided or designated by Buyer, Buyer agrees to indemnify and hold Seller shall have no liability harmless from any and all damages, costs and expenses arising from a claim that such product furnished to Buyer by Seller, or the use thereof, infringes any Let‐ ters Patent, foreign or domestic, and Buyer agrees at its own expense to undertake the defense of any suit against Seller brought upon such claim or claims. In the event any product to be furnished under this Sales Confirmation is not for a U.S. Govern‐ ment application and is not to be made in accordance with drawings, samples or manufacturing specifications provided or designated by Buyer, but rather is the design of Seller, Seller agrees to hold Buyer and its customers harmless against any damages awarded by a court of final jurisdiction in any suit for infringement of any patents, trademarks, copyrights, trade dress, trade secrets United States Letters Patent by reason of the sale or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) 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 Xxxxx becomes aware use of such allegations of infringementproduct as furnished by Seller under this Sales Confirmation. In the event any claim is asserted or threat‐ ened, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoingwhich Buyer may seek indemnification hereunder, Seller shall have no liability for claims of infringement based on information provided by Buyerthe sole right to contest, compromise, litigate, or directed otherwise dispose of said claim, includ‐ ing the right to Items for which the designs are specified in whole or in part by Buyersubstitute non‐infringing products, or infringements resulting from the modification, combination or use in a system of the Itemsand Buyer agrees to cooperate with Seller fully with respect thereto. The foregoing provisions undertaking of this section Seller shall constitute not apply unless Seller shall have been informed in writing immediately by Buyer of any charge or suit alleging such infringement and shall have been given the opportunity to assume the defense thereof, and further, such undertaking shall not apply if (i) the claimed infringement is settled without the consent of Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for , or (ii) the infringement results from the use of Intellectual Property Rights. If a claim product delivered hereunder which is based on information provided (a) modified by Buyer or if others without authorization by Seller, or (b) used in combination with a product not delivered by Seller where such infringement would not have occurred from the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightlone use of the product delivered under this Sales Confirmation.

Patent Indemnity. Seller shall have no liability for infringement of warrants that any patentsGoods and processes purchased pursuant to this Agreement, trademarksand the sale and/or use thereof, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11will not infringe any U.S. Letter Patent. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation agrees to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after Xxxxx becomes aware from and against all claims, damages, actions or causes of such allegations of infringementaction at law or in equity, together with all expenses and Xxxxxx having sole control over the defense attorneys’ fees, incident to any infringement or claimed infringement of any allegations patent(s) and/or license(s) arising from use or actions including all negotiations for settlement sale of Goods. In the event that Seller provides to Buyer any Goods or compromise. If an Item is subject process to a claim that it infringes the Intellectual Property Rights be utilized by Buyer subsequent to Seller’s completion of a third partyServices, Seller maywill, at no expense to Buyer, provide to Buyer upon final payment a paid-up, irrevocable, royalty-free, nonexclusive license to operate said Goods and/or perform said processes. In the event that Seller is unable to secure such license, Seller will, at no expense to Buyer, modify the Goods so as to render them non-infringing or will remove the Goods and replace them with Goods which will not infringe upon any licenses or patents, provided they continue to meet the specifications of this Agreement. INSURANCE: Seller will maintain and require its subcontractors to maintain in effect through the entire term of this Agreement insurance coverage (in an “occurrence” policy form) with insurance companies and in amounts satisfactory to Buyer in its sole discretion, procure discretion insuring: (a) Seller’s indemnity obligations under this Agreement; (b) workers’ compensation for Buyer the right to continue using the Item, replace occupational diseases and for Injuries sustained by Seller’s employees or modify the Item so employees of its subcontractors as to make it non-infringing, or offer to accept return of the Item required by law; and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no (c) Seller’s and/or Buyer’s liability for claims any property damage, Injuries sustained by any person or persons, including Seller’s employees, which was in any manner caused by, arising from or related to Goods or Services performed by Seller and/or the condition of infringement based on information provided by Buyer’s land, buildings, equipment or directed vehicles, regardless of whether the alleged Injury or damage was caused or alleged to Items for which the designs are specified be caused in whole or in part by Buyer’s conduct. Prior to commencement of any Services, Seller will furnish certificates of insurance in the standard XXXXX form showing “Alafacture, LLC” as certificate holder and including: (i) a statement that notice of cancellation will be provided in accordance with policy provisions; (ii) a statement that the certificate holder is additional insured on the policies for occurrences arising from or infringements resulting from related to the modificationGoods or Services; and (iii) a waiver of any and all rights of subrogation against the certificate holder. Policies maintained pursuant to this Section will be primary, combination not excess or use contributory, in a system of the Itemsregard to any other applicable policies Buyer might have. The foregoing provisions of insurance required by this section shall constitute Section will not limit Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by to Buyer under this Agreement or if limit the design for an Item is specified in whole rights or remedies available to Buyer at law or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightequity.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend represents and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as warrants that (hereinafter collectively referred to as the “Intellectual Property Rights”i) 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 an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer has the right to continue using the Itemdisclose or use, replace or modify the Item so as without liability to make it non-infringingothers, or offer to accept return of the Item all subject matter, including ideas, inventions, creations, -------------------- [*] OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. THE MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. works, processes, designs and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, methods that Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination will disclose or use in a system of the Items. The foregoing provisions its performance of this section shall constitute Seller’s sole order; (ii) the products, and exclusive liability Xxxxx's use thereof, do not and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes will not infringe any patent, trademark, copyright, trade dresssecret, mask work right, or other proprietary right of others; and (iii) in connection with its performance under this order, Seller will not infringe any patent, copyright, trade secret secret, mask work right, or any similar other proprietary right of any third party. Seller will indemnify, hold harmless, and at Xxxxx's request defend Xxxxx from and against any loss, cost, liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any breach or claimed breach of the above representations and warranties. In the event of any such claim, Xxxxx agrees (i) to notify Seller of the claim, (ii) if Xxxxx has not requested that Seller defend the claim, to permit Seller, at Seller's expense, to participate in the defense thereof with counsel of Seller's choosing, subject to Xxxxx's supervision and control, and (iii) if Xxxxx has requested that Seller defend the claim, to provide Seller with all needed information, assistance and authority necessary for Seller to do so. If the use by Buyer of any of the products purchased under this Agreement is enjoined, or in Buyer's opinion is likely to be enjoined, at Buyer's request and option, and without prejudice to Buyer's rights and remedies, Seller at its expense will procure from the person or persons claiming or likely to claim infringement, a license for Buyer and its customers to continue to use such products, or modify the allegedly infringing order to avoid the infringement, without materially impairing performance or compliance with Buyer's specifications or this order. Buyer represents and warrants that (i) it has the right to disclose or use, without liability to others, all subject matter, including ideas, inventions, creations, works, processes, designs and methods that Buyer will disclose or use in its performance of this order; (ii) the products, and Seller's use thereof, do not and will not infringe any patent, copyright, trade secret, mask work right, or other proprietary right of others; and (iii) in connection with its performance under this order, Xxxxx will not infringe any patent, copyright, trade secret, mask work right, or any other proprietary right of any third party. Buyer will indemnify, hold harmless, and at Seller's request defend Xxxxxx from and against any loss, cost, liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any breach or claimed breach of the above representations and warranties. In the event of any such claim, Xxxxxx agrees (i) to notify buyer of the claim, (ii) if Xxxxxx has not requested that Xxxxx defend the claim, to permit Buyer , at Seller's expense, to participate in the defense thereof with counsel of Xxxxx's choosing, subject to Seller's supervision and control, and (iii) if Seller has requested that Xxxxx defend the claim, to provide Buyer with all needed information, assistance and authority necessary for Seller to do so.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 1110. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend represents and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as warrants that (hereinafter collectively referred to as the “Intellectual Property Rights”i) 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 an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer has the right to continue using the Itemdisclose or use, replace or modify the Item so as without liability to make it non-infringingothers, or offer to accept return of the Item all subject matter, including ideas, inventions, creations, works, processes, designs and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, methods that Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination will disclose or use in a system of the Items. The foregoing provisions its performance of this section shall constitute Seller’s sole and exclusive liability order; (ii) the products, and Buyer’s sole 's use thereof, do not and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes will not infringe any patent, trademark, copyright, trade dresssecret, mask work right, or other proprietary right of others; and (iii) in connection with its performance under this order, Seller will not infringe any patent, copyright, trade secret secret, mask work right, or any similar other proprietary right of any third party. Seller will indemnify, hold harmless, and at Buyer's request defend Buyer from and against any loss, cost, liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any breach or claimed breach of the above representations and warranties. In the event of any such claim, Buyer agrees (i) to notify Seller of the claim, (ii) if Buyer has not requested that Seller defend the claim, to permit Seller, at Seller's expense, to participate in the defense thereof with counsel of Seller's choosing, subject to Buyer's supervision and control, and (iii) if Buyer has requested that Seller defend the claim, to provide Seller with all needed information, assistance and authority necessary for Seller to do so. If the use by Buyer of any of the products purchased under this Agreement is enjoined, or in Buyer's opinion is likely to be enjoined, at Buyer's request and option, and without prejudice to Buyer's rights and remedies, Seller at its expense will procure from the person or persons claiming or likely to claim infringement, a license for Buyer and its customers to continue to use such products, or modify the allegedly infringing order to avoid the infringement, without materially impairing performance or compliance with Buyer's specifications or this order. Buyer represents and warrants that (i) it has the right to disclose or use, without liability to others, all subject matter, including ideas, inventions, creations, works, processes, designs and methods that Buyer will disclose or use in its performance of this order; (ii) the products, and Seller's use thereof, do not and will not infringe any patent, copyright, trade secret, mask work right, or other proprietary right of others; and (iii) in connection with its performance under this order, Buyer will not infringe any patent, copyright, trade secret, mask work right, or any other proprietary right of any third party. Buyer will indemnify, hold harmless, and at Seller's request defend Seller from and against any loss, cost, liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any breach or claimed breach of the above representations and warranties. In the event of any such claim, Seller agrees (i) to notify buyer of the claim, (ii) if Seller has not requested that Buyer defend the claim, to permit Buyer , at Seller's expense, to participate in the defense thereof with counsel of Buyer's choosing, subject to Seller's supervision and control, and (iii) if Seller has requested that Buyer defend the claim, to provide Buyer with all needed information, assistance and authority necessary for Seller to do so.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 118. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx Seller having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. Seller (a) If Berlex does not exercise its right to co-promote the CE Product pursuant to Section 10 hereof, then the following indemnity provision will apply. If any third party institutes a patent infringement (or inducement of infringement) suit or claim against Berlex or any Affiliate of Berlex based on, arising from, or related to the manufacture, importation into the United States, or supply by Berlex or an Affiliate of Berlex of Component pursuant to this Agreement, then Endeavor will indemnify and hold harmless Berlex, any such Berlex Affiliate, and their respective directors, officers, employees, and agents (each an "Indemnified Party") against any such suits or claims. Each Indemnified Party agrees to give Endeavor prompt written notice of any suit or claim upon which such Indemnified Party intends to base a claim for indemnity under this Section, to provide witnesses and other assistance in the investigation and defense of the suit or claim as Endeavor may reasonably request, and to promptly furnish Endeavor with copies of any documents relevant to the suit or claim which are requested by Endeavor (under binder of confidentiality). With respect to any suit or claim relating solely to the payment of * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. money damages which are solely the responsibility of Endeavor and which responsibility Endeavor has acknowledged in writing, and which will not result in the Indemnified Party becoming subject to injunctive or other non-monetary relief, Endeavor shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using defend, settle or otherwise dispose of such suit or claim on such terms as Endeavor shall see fit. Endeavor shall obtain the Itemwritten consent of the Indemnified Party, replace which consent shall not be unreasonably withheld or modify delayed, prior to settling or ceasing to defend any suit or claim if as a result thereof the Item so as Indemnified Party would become subject to make it injunctive or other equitable relief, or any monetary or non-infringingmonetary remedy not the responsibility of Endeavor. The reasonable expenses of an Indemnified Party in conjunction with a suit or claim subject to indemnity pursuant to this Section, including without limitation reasonable fees and disbursements of counsel, shall be reimbursed by Endeavor an a quarterly basis. The above indemnification shall only apply to Component provided to Endeavor or offer an Endeavor designee pursuant to accept return this Agreement, and shall not apply to Berlex's use or a Berlex supplied third party's use of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightComponent.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) 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 Xxxxx Buyer becomes aware of such allegations of infringement, and Xxxxxx Seller having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. The Seller shall have no liability indemnify and hold harmless Buyer and its affiliates (provided that Seller shall reimburse only reasonable attorney fees) for Seller's infringement of the intellectual property rights of others in connection with the performance by Seller of its duties hereunder. Buyer agrees to provide Seller prompt written notice of any claim of infringement for which Buyer intends to seek indemnification. Seller's obligation to indemnify and hold Buyer harmless for infringement is contingent upon timely receipt of this notice. Buyer agrees to provide to Seller absolute authority and reasonable assistance, at Seller's expense, in the defense and/or settlement of any patentssuch claims. In the event that the Supplies are found to be infringing, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller procure the right for Buyer to use the Supplies, or provide a non- infringing substitute, or will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold refund to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a of the Supplies found to be infringing. Seller's obligation shall not extend to claims that arise from compliance by Seller with specifications issued by Buyer, which arise from modification of the Supplies by someone other than Seller, which arise from combination of the Supplies delivered hereunder with materials/goods or products delivered by someone other than the Seller or which arise from the Seller's proper practice of any of the patents assigned by Buyer to Seller pursuant to an Assignment and License Back Agreement between Buyer and Seller, dated as of the date hereof. Buyer hereby agrees to indemnify and hold harmless Seller and its affiliates (provided that Buyer shall reimburse only reasonable allowance attorneys fees) for depreciation. Notwithstanding the foregoing, Seller shall have no liability for any claims of infringement based on information provided brought against Seller that arise from compliance by Seller with specifications issued by Buyer, which arise from modification of the Supplies by Buyer, or directed to Items for which arise from combination of the designs are specified in whole Supplies delivered hereunder with materials/goods or in part products delivered by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute above constitutes Buyer's and Seller’s sole 's exclusive rights and exclusive liability and Buyer’s sole and exclusive remedy for remedies regarding infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightintellectual property rights.

Patent Indemnity. If any Product manufactured by Seller shall have no liability for infringement and furnished under this Agreement is to be made in accordance with drawings, samples or manufacturing specifications designated by Buyer, Buyer agrees to indemnify and hold Seller harmless from any and all damages, costs and expenses (including attorney’s fees) relating to any claim arising from the design, distribution, manufacture or use of the Product or arising from a claim that such Product furnished to Buyer by Seller, or the use thereof, infringes any patentsletters patent, trademarksforeign or domestic, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend agrees at its own expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over undertake the defense of any allegations suit against Seller brought upon such claim or actions including claims. In the event any Product to be furnished under this Agreement is not to be made in accordance with drawings, samples, or manufacturing specifications designated by Buyer, but rather is the design of Seller, and Product has not been modified by Buyer or its customers. Seller agrees to hold Buyer and its customers harmless against any damages awarded by a court of final jurisdiction in any suit or suits for the infringement of any United States letters patent by reason of the sale or use of such Product furnished by Seller under this Agreement, provided that Seller is notified promptly in writing of any claim or suit and is permitted to assume the full direction and control of the defense against such a claim and of any suit brought thereon and is given authority, information and assistance by Buyer (at Seller’s expense) for such defense and authority to settle. In case any judgment rendered in such suit shall become final (beyond right of appeal), and where Buyer has complied with the foregoing provisions of this paragraph to Seller’s satisfaction, Seller agrees to pay all negotiations for settlement or compromisedamages and costs thereby awarded against Buyer. If an Item is If, subject to a claim that it infringes the Intellectual Property Rights of a third partyabove limitations, said Products, or any part thereof, should be finally held in suit to constitute an infringement, Seller mayshall have the right at its own expense either (I) to procure for Buyer rights to the patent, in or (II) to modify or replace said Product with a non- infringing Product accomplishing the same purposes as the replaced Product, or (III) to withdraw such Product and refund to Buyer the purchase price thereof. Seller shall have the right to settle any claim at its sole discretion, procure own expense (I) by procuring for Buyer the right to continue using the Itemsaid Product without liability for infringement of such patent, replace or modify the Item so as to make it (II) by modifying or replacing said Product with a non-infringinginfringing Product accomplishing the same purposes as the replaced Product, or offer (III) by removing said Product and refunding to accept return of the Item and return Buyer the purchase price less a reasonable allowance thereof. Buyer’s remedies for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements damages resulting from the modification, combination infringement or use in a system claimed infringement of any patent by the Items. The foregoing Products are exclusively limited to the provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightparagraph.

Patent Indemnity. Seller THE SCALE PEOPLE shall have no liability for infringement of any patentsparents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller THE SCALE PEOPLE shall be limited as set forth in section 11Section 10. Seller THE SCALE PEOPLE will defend and indemnify Buyer Purchaser against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “‘Intellectual Property Rights”’) subject to the limitations and conditions set forth in this sectionSection. Seller THE SCALE PEOPLE will defend defend, at its expense expense, and will pay the cost of any settlement or damages awarded in any action brought against Buyer Purchaser based on an allegation that an item sold to Buyer Purchaser (“"Item”") infringes the Intellectual Property Rights of a third party. Seller’s THE SCALE PEOPLE 'S obligation to defend and indemnify Buyer Purchaser is contingent on Buyer Purchaser notifying Seller THE SCALE PEOPLE within ten (10) days after Xxxxx Purchaser becomes aware of such allegations of infringement, and Xxxxxx THE SCALE PEOPLE having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller THE SCALE PEOPLE may, in its sole discretion, procure for Buyer PURCHASER the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller THE SCALE PEOPLE shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by BuyerPurchaser, or infringements resulting from the modification, combination or use uses in a system of the Items. The foregoing provisions of this section Section shall constitute Seller’s THE SCALE PEOPLE'S sole and exclusive liability and Buyer’s Purchaser's sole and exclusive remedy for infringement of Intellectual Property RightsProperty. If a Rights if claim is based on information provided by Buyer Purchaser or if the design for an Item is specified in whole or in part by BuyerPurchaser, Buyer Purchaser shall defend and indemnify Seller THE SCALE PEOPLE for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, ; trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 118. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) 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 Xxxxx Buyer becomes aware of such allegations of infringement, and Xxxxxx Seller having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. If any Product manufactured by Seller shall have no liability for infringement and furnished under this Agreement is to be made in accordance with drawings, samples or manufacturing specifications designated by Buyer, Buyer agrees to indemnify and hold Seller harmless from any and all damages, costs and expenses (including attorney’s fees) relating to any claim arising from the design, distribution, manufacture or use of the Product or arising from a claim that such Product furnished to Buyer by Seller, or the use thereof, infringes any patentsletters patent, trademarksforeign or domestic, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend agrees at its own expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over undertake the defense of any allegations suit against Seller brought upon such claim or actions including claims. In the event any Product to be furnished under this Agreement is not to be made in accordance with drawings, samples, or manufacturing specifications designated by Buyer, but rather is the design of Seller, and Product has not been modified by Buyer or its customers. Seller agrees to hold Buyer and its customers harmless against any damages awarded by a court of final jurisdiction in any suit or suits for the infringement of any United States letters patent by reason of the sale or use of such Product furnished by Seller under this Agreement, provided that Seller is notified promptly in writing of any claim or suit and is permitted to assume the full direction and control of the defense against such a claim and of any suit brought thereon and is given authority, information and assistance by Buyer (at Seller’s expense) for such defense and authority to settle. In case any judgment rendered in such suit shall become final (beyond right of appeal), and where Buyer has complied with the foregoing provisions of this paragraph to Seller’s satisfaction, Seller agrees to pay all negotiations for settlement or compromisedamages and costs thereby awarded against Buyer. If an Item is If, subject to a claim that it infringes the Intellectual Property Rights of a third partyabove limitations, said Products, or any part thereof, should be finally held in suit to constitute an infringement, Seller mayshall have the right at its own expense either (I) to procure for Buyer rights to the patent, in or (II) to modify or replace said Product with a non-infringing Product accomplishing the same purposes as the replaced Product, or (III) to withdraw such Product and refund to Buyer the purchase price thereof. Seller shall have the right to settle any claim at its sole discretion, procure own expense (I) by procuring for Buyer the right to continue using the Itemsaid Product without liability for infringement of such patent, replace or modify the Item so as to make it (II) by modifying or replacing said Product with a non-infringinginfringing Product accomplishing the same purposes as the replaced Product, or offer (III) by removing said Product and refunding to accept return of the Item and return Buyer the purchase price less a reasonable allowance thereof. Buyer’s remedies for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements damages resulting from the modification, combination infringement or use in a system claimed infringement of any patent by the Items. The foregoing Products are exclusively limited to the provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightparagraph.

Patent Indemnity. In lieu of any other warranty and to the extent the equipment covered hereby is manufactured pursuant to design of Seller, Seller shall defend, at Seller's expense, any suit, proceeding, any claim against Buyer, its agents any customers, which suit, proceeding, or claim is based upon the allegation that such equipment so manufactured infringing any United States patent, provided (a) that Seller is promptly notified in writing of such suit, proceeding, or claim and given complete authority, information, and assistance for the defense or settlement of same, and (b) that Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over of the defense of any allegations such suit, proceeding, or actions including claim and of all negotiations for its settlement or compromise. If such equipment is, in such suit, held to constitute an Item infringement and its use is subject to a claim that it infringes the Intellectual Property Rights of a third partyenjoined, Seller mayshall, in at its sole discretionelection, either procure for Buyer the right to continue using such equipment, modify it so that it becomes non infringing or accept the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of such equipment and grant Buyer a credit for the Item and return infringing equipment as depreciated over the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system life of the Itemsequipment as determined by Seller. The foregoing provisions This warranty shall not apply to any infringement arising out of this section use of the equipment covered hereby in combination with other items or components not manufactured by Seller, and such infringement shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If be treated as if manufactured to a claim is based on information provided design supplied by Buyer or if as hereafter detailed. In lieu of any other warranty and to the extent the equipment covered hereby is manufactured to a design for an Item is specified in whole or in part supplied by Buyer, Buyer shall defend and indemnify Seller for all costsat Buyer's expense, expenses any suit, proceeding, or judgments resulting from any claim against Seller, its agents or servants, which suit, proceeding, or claim is based upon the allegation that such Item equipment so manufactured infringes any United State or foreign patent, trademarkand shall pay costs and damages finally awarded in any such suit, copyrightprovided Buyer is notified in writing of the suit, trade dressproceeding, trade secret or any similar rightclaim and given authority, information and assistance (at Buyer's expense) for defense or settlement of same.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 119. Seller Xxxxxx will defend and indemnify Buyer against allegations of infringement of U.S. TR. And EU patents, U.S. TR. And EU trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.. DUHAline Automation DUHALINE ELEKTRIK VE ELEKTRONIK MUH. ve XXX. HIZ. SAN. Ve TIC. LTD.STI

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend represents and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as warrants that (hereinafter collectively referred to as the “Intellectual Property Rights”i) 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 an item sold to Buyer (“Item”) 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 Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer has the right to continue using the Itemdisclose or use, replace or modify the Item so as without liability to make it non-infringingothers, or offer to accept return of the Item all subject matter, including ideas, inventions, creations, -------------------- [*] OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. THE MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. works, processes, designs and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, methods that Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination will disclose or use in a system of the Items. The foregoing provisions its performance of this section shall constitute Seller’s sole and exclusive liability order; (ii) the products, and Buyer’s sole 's use thereof, do not and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes will not infringe any patent, trademark, copyright, trade dresssecret, mask work right, or other proprietary right of others; and (iii) in connection with its performance under this order, Seller will not infringe any patent, copyright, trade secret secret, mask work right, or any similar other proprietary right of any third party. Seller will indemnify, hold harmless, and at Buyer's request defend Buyer from and against any loss, cost, liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any breach or claimed breach of the above representations and warranties. In the event of any such claim, Buyer agrees (i) to notify Seller of the claim, (ii) if Buyer has not requested that Seller defend the claim, to permit Seller, at Seller's expense, to participate in the defense thereof with counsel of Seller's choosing, subject to Buyer's supervision and control, and (iii) if Buyer has requested that Seller defend the claim, to provide Seller with all needed information, assistance and authority necessary for Seller to do so. If the use by Buyer of any of the products purchased under this Agreement is enjoined, or in Buyer's opinion is likely to be enjoined, at Buyer's request and option, and without prejudice to Buyer's rights and remedies, Seller at its expense will procure from the person or persons claiming or likely to claim infringement, a license for Buyer and its customers to continue to use such products, or modify the allegedly infringing order to avoid the infringement, without materially impairing performance or compliance with Buyer's specifications or this order. Buyer represents and warrants that (i) it has the right to disclose or use, without liability to others, all subject matter, including ideas, inventions, creations, works, processes, designs and methods that Buyer will disclose or use in its performance of this order; (ii) the products, and Seller's use thereof, do not and will not infringe any patent, copyright, trade secret, mask work right, or other proprietary right of others; and (iii) in connection with its performance under this order, Buyer will not infringe any patent, copyright, trade secret, mask work right, or any other proprietary right of any third party. Buyer will indemnify, hold harmless, and at Seller's request defend Seller from and against any loss, cost, liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any breach or claimed breach of the above representations and warranties. In the event of any such claim, Seller agrees (i) to notify buyer of the claim, (ii) if Seller has not requested that Buyer defend the claim, to permit Buyer , at Seller's expense, to participate in the defense thereof with counsel of Buyer's choosing, subject to Seller's supervision and control, and (iii) if Seller has requested that Buyer defend the claim, to provide Buyer with all needed information, assistance and authority necessary for Seller to do so.

Patent Indemnity. Except insofar as an Order calls for products pursuant to Buyer’s designs, drawings or specifications, Seller agrees to pay the amount of any final judgment against Buyer resulting from a suit claiming that any commercial products manufactured or furnished hereunder, by reason of their manufacture, sale or use, infringes any United States patent which has issued at date of contract, and Buyer’s reasonable costs and expenses in defense of such suit if Seller does not undertake the defense thereof, provided Seller is promptly notified of the threat or commencement of such suit and is offered full and exclusive control to conduct the defense or settlement thereof.Seller’s indemnity shall not apply where infringement would not have no liability occurred from the normal use for which the products were designed. No responsibility is assumed for actual or alleged infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third partyforeign patent. Seller’s obligation liability for damages hereunder is limited to defend and indemnify Buyer is contingent those computed solely on Buyer notifying Seller within ten (10) days after Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense value of any allegations products sold to Buyer. In no event shall Seller be liable for consequential damages or actions including all negotiations for settlement or compromisecosts applicable thereto. If an Item is subject to a In the event of any claim that it a product furnished hereunder infringes the Intellectual Property Rights of a third partyany United States patent, Seller may, in may at its sole discretion, option and expense (a) procure for Buyer the right to continue using the Itemproduct, or (b) replace or modify the Item product so as to make that it becomes non-infringing, or offer to accept return of the Item and return the purchase price (c) grant Buyer a credit for such product, less a reasonable allowance depreciation for depreciationuse, damage, and obsolescence upon its return to Seller. Buyer agrees to pay all costs and expenses incurred by Seller in its defense and the amount of any judgment against Seller, in any suit or proceeding against Seller based upon a claim of infringement, resulting solely from the Buyer combining any product furnished hereunder with any item not manufactured or furnished by Seller or from the sale or use of any such combination by Buyer. Seller shall also indemnify Buyer’s Buyers and agents for such infringement, if and to the extent that Buyer has agreed so to indemnify them, but to no greater extent than Seller has indemnified Buyer herein and under the same conditions as set forth herein. In the event any product to be furnished under this Order is to be made in accordance with drawings, samples or manufacturing specifications designated by Buyer and is not the design of Seller, Buyer agrees to defend, indemnify and hold Seller harmless to the same extent and subject to the same requirements as set forth in Seller’s obligation to Buyer as above. The above is in lieu of any other indemnity or warranty, express or implied by Seller, with respect to intellectual property (patents, trade secret, mask works, trademarks, copyrights, or the like). If software is not provided, this section can be deleted. In the event that any software or software documentation is provided to Buyer by Seller in any form whatsoever under an Order and no software license agreement governing this sale has been signed between Buyer and Seller, Buyer agrees to accept the terms and conditions stated below effective the date of the first delivery hereunder:Subject to the terms and conditions herein, the Seller grants to Buyer a nonexclusive, nontransferable license to use the software or software documentation provided herein: (i) in the course of the normal operation in or with Seller products which are installed, or are intended to be installed, on aircraft, (ii) in the analysis or the formatting of reports using data from such Seller products or, (iii) on Seller or non-Seller products that are used to test, maintain, download, or process information compiled by Seller products.Making copies of software or documentation except for one copy for archive purposes is prohibited unless specifically authorized by Seller in writing. Should such copying be authorized, Buyer will reproduce and include all Seller proprietary and copyright notices and other legends in the same manner that Seller provides such notices and legends, both in and on every copy of licensed software and documentation and in any form.The software license and rights granted by Seller to Buyer hereunder are personal to Buyer. The licensed software and documentation may not be sub-licensed, transferred, or loaned to any other party without Seller’s prior express written consent, except that Buyer may transfer the licensed software and documentation in conjunction with the resale of any flight equipment or Seller supplied test equipment in which the licensed software and documentation is installed or with which it is used. Such permission to transfer is contingent upon the resale or transfer of Buyer’s agreement to use and protect the confidentiality of the licensed software and documentation under the same or similar terms as those set forth in this software license. Buyer will, however, notify Seller in writing of the transfer of the licensed software and documentation.Buyer agrees to utilize all licensed software and documentation only as authorized herein. Buyer may not either itself or with the assistance of others, make modifications to the licensed software and documentation, including, but not limited to, translating, decompiling, disassembling or reverse assembling, reverse engineering, creating derivative or merged works, or performing any other operation on licensed software and documentation to recover any other operation on licensed software and documentation to recover any portion of the program listing, object code or source code or any information contained therein.Buyer agrees to accept and retain licensed software and documentation in confidence. Buyer agrees to take appropriate action by instruction, agreement or otherwise with Buyer’s employees, or agents or other persons who are permitted access to licensed software and documentation as follows to inform said employees, agents or other persons who may come into contact with it of the confidential nature of licensed software and documentation; and to satisfy its obligations under this software license with respect to use, copying, and protection and security of licensed software and documentation.This software license is effective as of the date of first delivery hereunder and shall continue until terminated by Buyer for any reason whatsoever upon thirty (30) days prior written notice to Seller, provided Buyer ceases using and either returns or destroys Seller software and documentation; or by Seller, if Buyer does not comply with any of the terms and conditions of this software license and Buyer fails to remedy such failure within thirty (30) days after having received notice from Seller of such failure.Notwithstanding the foregoingwarranties provided elsewhere herein, Buyer acknowledges that licensed software and documentation may be aircraft or sensor specific and, as such, may require reasonable adjustment or refinement to suit Buyer’s specific requirements. Buyer shall provide reasonable aid to Seller in accomplishing such adjustments and refinements. Such reasonable adjustments or refinements shall have no liability for claims commence on the date of infringement based on information delivery and be provided by BuyerSeller to Buyer for a period not to exceed ninety (90) days unless otherwise provided for in writing.Buyer agrees that it will not use the license software and documentation in the performance of a contract, or directed to Items for which the designs are specified in whole or in part by Buyersubcontract, or infringements resulting from the modification, combination or use with any Government in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole manner to affect Seller rights to licensed software and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rightsdocumentation. If Buyer desires to use the licensed software or documentation in the performance of a claim is based on information provided by Buyer contract or if the design for an Item is specified in whole or in part by Buyersubcontract with a Government, prior to such use, Buyer shall defend consult with Seller as to the procedures and indemnify use of restrictive markings required to protect the ownership interest of Seller.This license and sale is subject to the laws and regulations, and other administrative acts, now or hereinafter in effect, of the United States and other governments and their departments and agencies relative to the exportation and/or re-exportation of licensed software and documentation. Buyer acknowledges that it will be responsible for compliance as necessary with such laws, regulations and administrative acts.Seller for agrees to use reasonable efforts to secure any licenses or permits as may now or hereafter be required by the U.S. Government in connection with the performance of Seller obligations under this Order, but this will not be deemed to require any performance on the part of Seller which cannot lawfully be done pursuant to the laws, regulations and acts referred to above.Unless otherwise agreed in writing, all costsmaterial, expenses or judgments resulting from any claim that such Item infringes any patentsoftware, trademarkdata processes, copyrightequipment, trade dressfacilities and special tooling, trade secret or any similar rightwhich term includes but is not limited to jigs, dies, fixtures, molds, patterns, special taps, special gages, special test equipment, other special equipment and manufacturing aids and replacements thereof, used in the manufacture of products covered by an Order shall be and remain the property of Seller. Seller retains all rights, title and interest in drawings, engineering instructions, specifications, and all other written data, if any, furnished with the products.18.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “"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 an item sold to Buyer (“"Item”") infringes the Intellectual Property Rights of a third party. Seller’s 's obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s 's sole and exclusive liability and Buyer’s Xxxxx's sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. Except insofar as an Order calls for products pursuant to Buyer’s designs, drawings or specifications, Xxxxxx agrees to pay the amount of any final judgment against Buyer resulting from a suit claiming that any commercial products manufactured or furnished hereunder, by reason of their manufacture, sale or use, infringes any United States patent which has issued at the date of the contract, and Xxxxx’s reasonable costs and expenses in defense of such suit if Seller does not undertake the defense thereof, provided Seller is promptly notified of the threat or commencement of such suit and is offered full and exclusive control to conduct the defense or settlement thereof.Seller’s indemnity shall not apply where infringement would not have no liability occurred from the normal use for which the products were designed. No responsibility is assumed for actual or alleged infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “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 an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third partyforeign patent. Seller’s obligation liability for damages hereunder is limited to defend and indemnify Buyer is contingent those computed solely on Buyer notifying Seller within ten (10) days after Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense value of any allegations products sold to Xxxxx.Xx no event shall Seller be liable for consequential damages or actions including all negotiations for settlement or compromisecosts applicable thereto. If an Item is subject to a In the event of any claim that it a product furnished hereunder infringes the Intellectual Property Rights of a third partyany United States patent, Seller may, in may at its sole discretion, option and expense (a) procure for Buyer the right to continue using the Itemproduct, or (b) replace or modify the Item product so as to make that it becomes non-infringing, or offer to accept return of the Item and return the purchase price (c) grant Buyer a credit for such product, less a reasonable allowance depreciation for depreciationuse, damage, and obsolescence upon its return to Seller. Notwithstanding Xxxxx agrees to pay all costs and expenses incurred by Seller in its defense and the foregoingamount of any judgment against Seller, in any suit or proceeding against Seller based upon a claim of infringement, resulting solely from the Buyer combining any product furnished hereunder with any item not manufactured or furnished by Seller or from the sale or use of any such combination by Buyer. Seller shall have also indemnify Buyer’s Buyers and agents for such infringement, if and to the extent that Xxxxx has agreed so to indemnify them, but to no liability for claims of infringement based on information provided by Buyergreater extent than Seller has indemnified Buyer herein and under the same conditions as set forth herein. In the event any product to be furnished under this Order is to be made in accordance with drawings, samples, or directed manufacturing specifications designated by Buyer and is not the design of Seller, Buyer agrees to Items for which defend, indemnify and hold Seller harmless to the designs are specified same extent and subject to the same requirements as set forth in whole Seller’s obligation to Buyer as above.The above is in lieu of any other indemnity or in part warranty, express or implied by BuyerSeller, with respect to intellectual property (patents, trade secrets, mask works, trademarks, copyrights, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightlike).16.