Common use of Patents Clause in Contracts

Patents. ▇▇▇▇▇▇ agrees to settle or defend any suit or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ Seller agrees to settle or defend any suit or proceeding brought against ▇▇▇▇▇ Buyer insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇Buyer, provided Seller is informed by ▇▇▇▇▇ Buyer in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ Buyer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s 's specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s 's obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ Buyer has received notice of such alleged infringement unless ▇▇▇▇▇▇ Seller thereafter gives ▇▇▇▇▇ Buyer express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s 's liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ Buyer for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ Buyer is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ agrees to settle or defend If any suit or proceeding is brought against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim that any Product constitutes direct Buyer for infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇Letters Patent, provided Seller is informed alleging that the Products manufactured by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy Seller, or an Affiliate of each communicationSeller, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of infringe any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoinedUnited States Letters Patent, Seller shall, by its own election and at its own expense, and at the option of Seller, either (a) procure for Buyer the right to continue using such the infringing Product, or replace the same with non-infringing materials which conform to the available specifications, modify it such Product in a manner acceptable to Seller so that it becomes non-infringing, or defend the suit. To the extent that Seller elects to defend the suit, Seller shall defend and control the suit against these allegations only, and shall pay any award of damages assessed against Buyer in the suit only to the extent that the damages are awarded in connection specifically with a final adjudication, with all appeals as of right exhausted or waived, that the Product infringes a valid, enforceable patent claim, provided that Buyer (or any Buyer Group member or supplier who has entered into an agreement with a Buyer Group member) (a) has not materially changed the Product; (b) remove such Productgives Seller prompt notice in writing of the institution of the suit; (c) fully cooperates with Seller in connection with Seller’s defense or settlement of the suit; and (d) to the full extent of Buyer’s power to do so, or part thereofBuyer permits Seller to defend and control the suit against these allegations. The above fully expresses Buyer’s exclusive remedy and Seller’s sole responsibility with respect to infringement of any patent by the Products, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceedingEXPRESSLY DISCLAIMS ANY OTHER WRITTEN OR UNWRITTEN, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETOWARRANTY AGAINST INFRINGEMENT with respect to the Products. Seller does not warrant that use of any Products delivered hereunder will not infringe any claim or claims of any patent or warrant against infringement by reason of the use thereof in combination with other material or in the operation of any process. In no circumstance shall Seller be liable to defend or pay any award of damages assessed against Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation cause of action alleging that any Product furnished hereunder according to designs or specifications furnished by Buyer the use of the Products infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ agrees The Vendor warrants and guarantees that all goods supplied under the Order do not infringe any valid patent, copyright, trademark or other intellectual property right owned by any third party and undertakes to settle defend, indemnify, and hold harmless the Purchaser and its successors and assigns from and against any claim, counterclaim, demand, lawsuit, proceeding or defend action resulting from any suit allegation or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim charge that any Product goods or services or the use thereof for the purpose for which the goods or services are sold, constitutes direct an infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communicationcopyright, notice trademark or other intellectual property right and any costs associated therewith. The Purchaser shall promptly notify the Vendor of any claim, counterclaim, demand, lawsuit, proceeding or action relating and the Vendor shall assume the defence of the Purchaser at the Vendor's expense against same. The Purchaser shall provide, at the Vendor’s expense, any assistance in defending any such claim, counterclaim, demand, lawsuit, proceeding or action as the Vendor may reasonably require. In addition, immediately upon receiving notice from the Purchaser of an infringement claim, the Vendor shall, at no expense to the alleged infringement and is given all authority (including Purchaser, minimize the right to exclusive control Purchaser's damage of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either liability as much as possible by: (a) procure procuring for Buyer the Purchaser the right to continue using such Productthe goods on a permanent basis, or modify it without any restriction on the right of the Purchaser to use the goods for the purpose for which they were intended; (b) replacing the goods with non-infringing goods satisfactory to the Purchaser; or (c) modifying the goods in a manner satisfactory to the Purchaser so that it becomes they are non-infringing. For greater certainty, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller the Vendor shall not be obligated to settle or defend any suit or proceeding, or be liable have no liability for any costs infringement or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications where the goods are provided based on designs provided by the Purchaser or any addition to or modification of where the Product after delivery thereof or infringement results from the use of goods in combination with the Product Purchaser’s own process or any part thereof in conjunction with other goods or in equipment not supplied by the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingVendor.

Patents. ▇▇▇▇▇▇ (a) HITEL agrees to settle or defend defend, at its expense, any suit or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding is DISTRIBUTOR based on upon a third party claim that any Product constitutes of direct infringement of any issued United States patenta U.S. patent by PRODUCTS furnished hereunder. Seller shall pay all HITEL also agrees to hold DISTRIBUTOR harmless against actual damages for such direct infringement. (b) HITEL’s agreement to defend and costs finally its obligation to indemnify DISTRIBUTOR herein, which extends only to actual damages for direct infringement of a U. S. patent which are awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ DISTRIBUTOR in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In , are subject to the event such Product or any part thereof isfollowing terms and conditions: (1) The agreement and obligation shall arise only if DISTRIBUTOR gives HITEL prompt notice of the infringement claim; grants HITEL, in writing, exclusive control over its defense and settlement; and provides reasonable information and assistance to HITEL at HITEL’s expense, in the defense of such suitclaim; (2) The agreement and obligation will cover only the PRODUCT as delivered by HITEL to DISTRIBUTOR and not to any modification or addition made by DISTRIBUTOR or third parties; (3) The agreement and obligation shall not cover: (i) any claim based on the furnishing of any information, held service or technical support to constitute DISTRIBUTOR; or (ii) any claim of infringement and of any third party’s rights arising from use of any HITEL PRODUCT furnished hereunder in combination with any other products or articles if such infringement would be avoided by the use of the PRODUCT alone, nor does it extend to any PRODUCT furnished hereunder of DISTRIBUTOR’S design or formula; or (iii) any claim that the use of the PRODUCTS furnished hereunder infringes any third party’s process patent rights; or (iv) any claim of infringement of any third party’s rights in respect to patents, where it is the policy of such Product third party to offer patent license agreements separately to end users; (4) If an infringement claim is asserted, or part thereof is enjoinedif HITEL believes one likely, Seller shallHITEL will have the right, by its own election and at its own expense, either but not the obligation: (ai) to procure for Buyer DISTRIBUTOR the right to continue using use the PRODUCTS furnished hereunder for the use contemplated by HITEL and DISTRIBUTOR in making this Agreement; (ii) to modify the PRODUCTS furnished hereunder as appropriate to avoid such Productrightful claim of infringement, or modify it so that it becomes non-infringing, as long as modification for this purpose does not materially impair the operation thereof; or (biii) remove such Product, or part thereof, to accept the PRODUCT returned and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable reimburse DISTRIBUTOR for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid thereof less a reasonable charge for wear and tear; and (5) The sale of any PRODUCT hereunder does not convey any license by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion implication, estoppel, or otherwise covering combinations of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product PRODUCT furnished hereunder according with other devices, articles or elements. (c) DISTRIBUTOR shall indemnify and hold HITEL and its supplier(s) harmless against any expense or liability from claims of patent infringement of any patents related to designs PRODUCTS sold hereunder arising from: (i) HITEL’s compliance with specifications or specifications instructions furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority DISTRIBUTOR; (including the right to exclusive control of the defense ii) use of any suit PRODUCT hereunder in connection with a manufacturing or proceeding), information and assistance necessary to defend other process; or settle (iii) use of any such suit or proceedingPRODUCT in combination with products not supplied by HITEL.

Patents. ▇▇▇▇▇▇ agrees (a) Seller hereby represents that, to settle the best of its knowledge, there are no third party patent, trade secret, or copyright rights which would be infringed by the manufacture, use or sale of the Products to be supplied hereunder. (b) Seller will defend any suit or proceeding brought against ▇▇▇▇▇ insofar as such suit Buyer or proceeding is its customers, based on a claim that the manufacture, use or sale of any Product Products purchased by Buyer from Seller hereunder constitutes direct an infringement of any issued United States patent. Seller patent or copyright of any country or any trade secret and shall pay all damages and costs finally awarded therein thereon against ▇▇▇▇▇, Buyer or Buyer's customers; provided that Seller is informed by ▇▇▇▇▇ notified in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement such claim and is given all authority (including furnished with the right to exclusive control of the defense of any suit or proceeding)authority, information and assistance necessary to settle or defend (at Seller's expense) reasonably required by Seller for the defense of same. If, as a result of any such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use or sale of such Product or part thereof any Products purchased by Buyer from Seller hereunder is enjoined, Seller shall, by its own election and at its own expenseexpense and option, either (ai) procure the right for Buyer and Buyer's customers to use and sell such products, (ii) replace the right to continue using such Productsame with interchangeable Products which have substantially the same quality and performance but which are non- infringing, or (iii) modify it any infringing products so that it becomes non-they become non- infringing, or (biv) remove authorize Buyer to return said enjoined Products and refund to Buyer the full purchase price and any direct costs of Buyer associated with such Product, or part thereofreturn. (c) Seller shall have no liability to Buyer and Buyer's customers as a result of, and grant Buyer a credit thereon shall defend and accept its return. hold Seller harmless against, any such claims of infringement insofar as any such claim is found to arise from the inclusion in Products purchased by the Buyer from Seller hereunder of designs provided by Buyer and incorporated in the Products. (d) Nothing in this Agreement shall not be obligated to settle or defend any suit or proceeding, constitute or be liable for any costs or damages, if construed as a grant by one party to the Buyer is in breach other party of any term herein right or the alleged infringement arises out of compliance with Buyer’s specifications license under any patent (including any design patent or utility models) or any addition to other proprietary right or modification of the Product after delivery thereof interest in any designs, design data or from use of the Product "know-how" suggestions, ideas or any part thereof in conjunction with other goods technical information (hereinafter collectively called "Technical Information") disclosed by one party to the other hereunder, and the disclosing party shall have the right, free of any claim for compensation by the receiving party based on such disclosure, whether or in the practice of a process. Seller’s obligations hereunder shall not apply such rights are subject to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound registration as identical property rights, to patent, register, use, license, assign and alienate, in any manner by whatsoever as the disclosing party sees fit, any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder Technical Information disclosed hereunder. (e) The provisions of this Section 15 shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach survive any termination of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ Seller agrees to settle or defend any suit or proceeding brought against ▇▇▇▇▇ Buyer insofar as such suit or proceeding is based on a claim that any Product constitutes goods supplied by Seller to Buyer hereunder constitute direct infringement of any issued United States patent. Seller shall pay all damages and costs cost finally awarded therein against ▇▇▇▇▇Buyer, provided Seller is informed by ▇▇▇▇▇ Buyer in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ Buyer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product goods or any part thereof isparts thereof, in such suit, held to constitute infringement and the use of such Product goods or part thereof is enjoined, conjoined. Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Productgoods, or part thereof, or modify it them so that it becomes they become non-infringing, infringing or (b) remove such Productgoods, or part thereof, and grant Buyer a credit thereon and accept its their return. Seller shall not be obligated to settle settle, or defend any suit or proceeding, or be liable for any costs or of damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product goods after delivery thereof or from use of the Product goods or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ Buyer has received notice of such alleged infringement unless ▇▇▇▇▇▇ Seller thereafter gives ▇▇▇▇▇ Buyer express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENTnor shall Seller be liable for any incidental or consequential damages arising out of patent infringement. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ Buyer for the allegedly infringing Product. If goods, if infringement is alleged prior to completion of delivery of a Product, the goods. Seller may decline to make further shipments without being in breach of this Agreementagreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS WARRANTIES EXPRESSED OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product goods furnished hereunder according to designs or specifications furnished by Buyer infringes infringe any United States patent, provided ▇▇▇▇▇ Buyer is promptly notified in writing of or such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ agrees to settle or defend any suit or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States PRC patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ agrees (a) Seller hereby represents that, to settle the best of its knowledge, there are no third party patent, trade secret, or copyright rights which would be infringed by the manufacture, use or sale of the Products to be supplied hereunder. (b) Seller will defend any suit or proceeding brought against ▇▇▇▇▇ insofar as such suit Buyer or proceeding is its customers, based on a claim that the manufacture, use or sale of any Product Products purchased by Buyer from Seller hereunder constitutes direct an infringement of any issued United States patent. Seller patent or copyright of any country or any trade secret and shall pay all damages and costs finally awarded therein thereon against ▇▇▇▇▇, Buyer or Buyer's customers; provided that Seller is informed by ▇▇▇▇▇ notified in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement such claim and is given all authority (including furnished with the right to exclusive control of the defense of any suit or proceeding)authority, information and assistance necessary to settle or defend (at Seller's expense) reasonably required by Seller for the defense of same. If, as a result of any such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use or sale of such Product or part thereof any Products purchased by Buyer from Seller hereunder is enjoined, Seller shall, by its own election and at its own expenseexpense and option, either (ai) procure the right for Buyer and Buyer's customers to use and sell such products, (ii) replace the right to continue using such Productsame with interchangeable Products which have substantially the same quality and performance but which are non-infringing, or (iii) modify it any infringing products so that it becomes they become non-infringing, or (biv) remove authorize Buyer to return said enjoined Products and refund to Buyer the full purchase price and any direct costs of Buyer associated with such Productreturn. (c) Seller shall have no liability to Buyer and Buyer's customer as a result of, and Buyer shall defend and hold Seller harmless against, any such claims of infringement insofar as any such claim is found to arise from the inclusion in Products purchased by Buyer from Seller hereunder of designs provided by Buyer and incorporated in the Products. (d) Nothing in this Agreement shall constitute or be construed as a grant by one party to the other party of any right or license under any patent (including any design patent or utility models) or any other proprietary right or interest in any designs, design data, or part thereof"know-how" suggestions, ideas or any other technical information (hereinafter collectively called "Technical Information") disclosed by one party to the other hereunder, and grant Buyer a credit thereon and accept its return. Seller the disclosing party shall not be obligated to settle or defend any suit or proceedinghave the right, or be liable for any costs or damages, if the Buyer is in breach free of any term herein claim for compensation by the receiving party based on such disclosure, whether or the alleged infringement arises out of compliance with Buyer’s specifications or any addition not such rights are subject to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply registration as identical property rights, to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound patent, register, use, license, assign and alienate, in any manner by whatsoever as the disclosing party sees fit, any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder Technical Information disclosed hereunder. (e) The provisions of this Section 18 shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach survive any termination of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ agrees 10.1 [***] Technology. (a) XT or its licensor, as they may agree, shall have responsibility for preparing, filing, prosecuting and maintaining patents and patent applications worldwide relating to settle the [***] Technology and conducting any interferences, oppositions, reexaminations, or requesting reissues or patent term extensions with respect to the [***] Technology. XT shall keep ABX and JTI each reasonably informed as to the status of such patent matters in its Territory, including without limitation, by providing such licensee the opportunity to review and comment on any substantive documents which will be filed in any patent office, and providing such licensee copies of any substantive documents received by XT from such patent offices including [***] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. notice of all interferences, reexaminations, oppositions or requests for patent term extensions. ABX and JTI shall cooperate with and assist XT in connection with such activities, at XT's request and expense. (b) In the event that either ABX or JTI, as the case may be, becomes aware that any [***] Technology necessary for the practice of the licenses granted herein is infringed or misappropriated by a third party or is subject to a declaratory judgment action arising from such infringement, such party shall promptly notify XT (and the other licensee) and XT shall thereafter promptly notify the owner of such intellectual property. XT or its licensor, as they may agree, shall have the exclusive right to enforce, or defend any suit or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agreesdeclaratory judgment action, at its expense, to settle or defend and to pay costs and damages finally awarded in involving any [***] Technology. In such event, XT shall keep ABX and/or JTI, as the case may be, reasonably informed of the progress of any such claim, suit or proceeding against Seller based on an allegation that in its Territory. Any recovery received by XT as a result of any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patentsuch claim, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given shall be used first to reimburse XT for all authority expenses (including the right to exclusive control of the defense of any attorneys, and professional fees) incurred in connection with such claim, suit or proceeding), [***]. 10.2 [***] Technology. 10.2.1 XT shall have the initial worldwide responsibility for preparing, filing, prosecuting and maintaining patent applications and conducting any interferences, oppositions, reexaminations, or requesting reissues or patent term extensions with respect to [***] Technology. XT shall give ABX and JTI each the opportunity to review the status of all such pending patent applications and actions in its Territory and shall keep ABX and/or JTI, as the case may be, fully informed of the progress of such applications and actions, including, without limitation, by promptly providing ABX and/or JTI with copies of all substantive correspondence sent to and received from patent offices, and providing notice of all interferences, reexaminations, oppositions or requests for patent term extensions. [***]. If only either ABX or JTI should be a licensee under this Agreement, such expenses shall be equally divided between XT and such Licensee on a worldwide basis. In the event that XT declines or fails to prepare, file, prosecute or maintain such patent applications or patents or take such other actions, relating to the Products it shall promptly and in no event later than ninety days prior to any filing deadline, provide notice to ABX and JTI. ABX and JTI shall promptly discuss and agree on who should assume such responsibilities and how the expenses related thereto should be allocated. 10.2.2 In the event that a licensee becomes aware that any [***] Technology necessary for the practice of the license granted herein is infringed or misappropriated by a third party in any country in which ABX or JTI has rights hereunder, or is subject to a declaratory judgment action arising from such infringement in such country, ABX or JTI, as the case may be, shall promptly notify XT and XT shall thereafter promptly notify the owner of such intellectual property. [***] Certain information on this page has been omitted and assistance necessary filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 10.2.3 ABX or JTI, as the case may be, shall have the exclusive right to enforce, or defend or settle any declaratory judgment action, in any country in which it has exclusive rights hereunder, at its expense, involving [***] Technology. In such event, the party involved in such claim , suit or proceeding, shall keep XT and the other of ABX or JTI reasonably informed of the progress of any such claim, suit or proceeding. Any recovery by such party received as a result of any such claim, suit or proceeding shall be used first to reimburse such party for all expenses (including attorneys, and professional fees) incurred in connection with such claim, suit or proceeding, and [***]. 10.2.4 ABX and JTI shall consult and agree whether, and if so, how, to enforce the [***] Technology in a country in which ABX and JTI have co-exclusive rights hereunder. However, [***] (except as otherwise provided below). The party taking such action shall keep XT and the other of ABX or JTI reasonably informed of the progress of any such claim, suit or proceeding. Any recovery by such party received as a result of any such claim, suit or proceeding shall be used first to reimburse such party for all expenses (including attorneys' and professional fees) incurred in connection with such claim, suit or proceeding, [***].

Patents. ▇▇▇▇▇▇ agrees to settle 8.1. CRUCELL shall be responsible and use commercially reasonable efforts for the prosecution, protection and maintenance of PER.C6® PATENTS throughout the TERM, and shall bear all costs, fees and expenses in connection thereto. 8.2. If either Party after the EFFECTIVE DATE is warned or defend any suit sued by a third party alleging or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim that any Product constitutes direct charging infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice patents or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product published patent applications or any part thereof isother rights, due to or in such suit, held to constitute infringement and connection with the use of such Product or part thereof is enjoined, Seller shallPACKAGING CELLS, by its own election and at its own expenseeither Party, either (a) procure for Buyer the right to continue using such ProductParty which is warned or sued, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its returnshall notify promptly the other Party. 8.3. Seller CRUCELL shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agreesresponsible, at its expense, for settling and/or defending any warning or litigation for patent infringement in which the alleged infringing process or product giving rise to settle liability for damages involves or defend and to pay costs and damages finally awarded in arises from use by CRUCELL of PACKAGING CELLS or the practice of any suit of the PACKAGING CELLS, PER.C6® PATENTS or proceeding against Seller based PACKAGING CELL KNOW-HOW. In so far as any such infringement action, or the settlement or defense thereof, might have an effect on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patentLICENSEE activities, provided ▇▇▇▇▇ is CRUCELL shall promptly notified in writing inform LICENSEE of such suit or proceeding claim and is given all authority (including i) CRUCELL and LICENSEE shall confer as to any modification of any right granted to LICENSEE hereunder, provided, that such modification shall not substantially alter LICENSEE’s rights hereunder; (ii) LICENSEE shall be entitiled, but shall not be obligated, to attempt to obtain a license from such third party for the right to exclusive control of use such third party’s patent or other applicable right and (iii) in the event that LICENSEE is named thereunder, it shall have the right to participate in the defense of such claim. In any suit or proceeding)event, information and assistance necessary if such infringement action might have an effect on LICENSEE activities (i) upon CRUCELL’s written request, LICENSEE agrees to defend or settle reasonably assist CRUCELL in any such suit defense; and (ii) LICENSEE shall be entitled to immediately terminate this Agreement. If LICENSEE should suffer any out of pocket costs and other expenses, including reasonable attorney’s fees, as a result of the assistance in such dispute, CRUCELL shall reimburse LICENSEE such out of pocket costs and expenses incurred by LICENSEE. LICENSEE shall be responsible, at its expense, for settling and/or defending any warning or proceedinglitigation for patent infringement made against CRUCELL, in which the alleged infringing process or product giving rise to liability for damages involves use by LICENSEE of PACKAGING CELLS, other than as set forth in Section 8.3 above. If CRUCELL should suffer any damages, losses, out of pocket costs and other expenses and liabilities as a result of such dispute, including reasonable attorney’s fees and payments of royalties to third parties, LICENSEE shall indemnify CRUCELL and it AFFILIATES and hold them harmless against any such expenses and liabilities. 8.4. No Party shall enter into any settlement which admits or concedes that any aspect of the PATENT or know how of the other Party is invalid or unenforceable in any way, without the prior written consent of such other Party.

Patents. ▇▇▇▇▇▇ agrees to settle If any claim is asserted or defend any suit or proceeding brought action commenced against ▇▇▇▇▇ insofar as such suit or proceeding is Buyer based on upon a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product Equipment or any part thereof ismanufactured or sold by Seller constitutes an infringement of any U.S. Letters Patent or Trademark, in such suitBuyer shall give immediate notice thereof to Seller. Seller shall have the exclusive right, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either to conduct any litigation and/or settlement negotiations with respect to such claim or action. However, Buyer shall render all reasonable assistance required by Seller in the defense of the claim or action. Subject to the conditions and limitations set forth below, Seller shall pay such portion of the damages awarded against Buyer in such action as are allocable to the infringing Equipment or parts manufactured or sold by Seller, to the exclusion of any damages awarded for the use of such Equipment or part. In no event shall Seller’s liability to Buyer exceed the purchase price of the infringing Equipment or part. If the Equipment or any part thereof manufactured or sold by Seller is held to be an infringement in such action, and the use thereof is enjoined or if, as a result of a claim or settlement, Seller deems the continued use thereof inadvisable, Seller may, at its sole option and expense, (a) procure for Buyer the right to continue using such Productsaid Equipment or parts, (b) replace said Equipment or parts with non-infringing equipment or parts, (c) modify it said Equipment or parts so that it becomes non-they are no longer infringing, or (d) refund the purchase price of the Equipment or parts, without interest, less reasonable depreciation and remove the Equipment or parts from Buyer’s place of business. The obligations of Seller set forth in this Section shall be null and void and Seller shall have no liability whatever to Buyer on account of any judgment, award or damages suffered by Buyer arising out of such claim or action, if (a) Buyer does not give immediate notice to Seller of such claim or action, (b) remove Buyer does not render all assistance reasonably required by Seller in the defense of such Productaction or claim, or part (c) Buyer interferes with Seller’s defense thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if (d) the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product Equipment or any part thereof has been changed or altered, has been combined with equipment or parts not manufactured by Seller, or has not been used in conjunction accordance with other goods or in the practice of a process. Seller’s obligations hereunder specifications, or (e) the Equipment, or any part thereof, was manufactured by Seller in accordance with Buyer’s designs, blueprints, samples, or specifications, in which case Buyer shall not apply defend, indemnify and hold harmless Seller from any and all expenses (including reasonable counsel fees), injuries or loss arising out of any claims or actions related to the manufacture, use or sale thereof. THE FOREGOING SETS FORTH THE SELLER’S ENTIRE LIABILITY FOR PATENT OR TRADEMARK INFRINGEMENT INVOLVING THE EQUIPMENT OR ANY PART THEREOF. Nothing in this Agreement shall be deemed to grant any alleged infringement occurring after license or right to Buyer, express or implied, under any patents or patent application, design patent or trademark owned or controlled by Seller. Premier Packaging Corp. Victor, NY Expertfold 1▇▇ ▇ ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇. ▇▇▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consentDecember 7, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.2018

Patents. ▇▇▇▇▇▇ agrees to ATS warrants that the ATS Product shall be delivered free of any rightful claim of a third party for infringement of any valid Canadian or United States patent. Upon prompt notification from Buyer in writing and given all the reasonably necessary authority, information and assistance for the defence of same, ATS shall defend or settle or defend in its sole judgement, at ATS’ expense, any suit or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding is the Buyer based on upon a claim that any the ATS Product constitutes direct an infringement of any issued United States such a patent. Seller ATS shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller the Buyer due to such infringement. TASER International Cartridge Assembly Line In case the ATS Product is informed by ▇▇▇▇▇ held in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating such suit to the alleged constitute an infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the its use of such Product or part thereof is enjoined, Seller ATS shall, by its own election and at its own expenseexpense and option, either (a) procure for the Buyer the right to continue using such to use the ATS Product, or replace same with a non-infringing product or part having the same functionality, or modify it same so that it becomes non-infringing, without diminution in functionality or remove the ATS Product and refund the purchase price of the infringing part of the ATS Product (less depreciation for any period of use on a straight line basis over a period of ten (10) years from the date of the applicable Purchase Order) and any transportation costs separately paid by the Buyer. The patent warranty shall not apply to: (i) any product or part which is modified or manufactured to the Buyer’s design to the extent infringement results from Buyer’s design; (ii) any product of a third party as specified by the Buyer incorporated in the ATS Product; (iii) the use of any ATS Product furnished to Buyer in combination with other products not furnished by ATS, unless the ATS Product, per se, infringes the asserted patent; or (biv) remove any infringement relating to Buyer’s prescribed manufacturing processes. As to any such Product, excluded product or part thereof, ATS assumes no liability whatsoever for patent infringement and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of shall hold ATS harmless against any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingclaim arising therefrom.

Patents. ▇▇▇▇▇▇ agrees to settle or defend any suit or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim that any Product constitutes goods supplied by Seller to Buyer hereunder constitute direct infringement of any issued United States patent. Seller shall pay all damages and costs cost finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product goods or any part thereof isparts thereof, in such suit, held to constitute infringement and the use of such Product goods or part thereof is enjoined, conjoined. Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Productgoods, or part thereof, or modify it them so that it becomes they become non-infringing, infringing or (b) remove such Productgoods, or part thereof, and grant Buyer a credit thereon and accept its their return. Seller shall not be obligated to settle settle, or defend any suit or proceeding, or be liable for any costs or of damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product goods after delivery thereof or from use of the Product goods or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENTnor shall Seller be liable for any incidental or consequential damages arising out of patent infringement. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If goods, if infringement is alleged prior to completion of delivery of a Product, the goods. Seller may decline to make further shipments without being in breach of this Agreementagreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS WARRANTIES EXPRESSED OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product goods furnished hereunder according to designs or specifications furnished by Buyer infringes infringe any United States patent, provided ▇▇▇▇▇ is promptly notified in writing of or such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ 16.1 Seller agrees to settle or defend indemnify Buyer and hold Buyer harmless from any suit or proceeding brought against ▇▇▇▇▇ Buyer insofar as such suit or proceeding is based on a claim that any of the Seller’s Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ Buyer in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, (b) replace the Product with a non-infringing Product or (bc) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. . 16.2 Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or if the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL INDIRECT, INCIDENTAL, CONSEQUENTIAL OR CONSEQUENTIAL PUNITIVE DAMAGES OR LOST PROFITS ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing ProductSELLER’S LIABILITY HEREUNDER SHALL NOT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE ALLEGEDLY INFRINGING PRODUCT. If infringement is alleged prior to completion of delivery of a ProductIF INFRINGEMENT IS ALLEGED PRIOR TO COMPLETION OF DELIVERY OF A PRODUCT, Seller may decline to make further shipments without being in breach of this AgreementSELLER MAY DECLINE TO MAKE FURTHER SHIPMENTS WITHOUT BEING IN BREACH OF THIS AGREEMENT. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend defend, indemnify Seller and its Affiliates and their respective directors, employees, officers, agents, and contractors and hold Seller and its Affiliates and their respective directors, employees, officers, agents, and contractors harmless from any and all claims and to pay costs costs, expenses (including reasonable attorneys fees) and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer ▇▇▇▇▇ infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ agrees to settle or defend any suit or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any patent issued United States patentin the country where Seller is located. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ Seller agrees to settle or defend any suit or proceeding brought against ▇▇▇▇▇ Buyer insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇Buyer, provided Seller is informed by ▇▇▇▇▇ Buyer in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ Buyer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ Buyer has received notice of such alleged infringement unless ▇▇▇▇▇▇ Seller thereafter gives ▇▇▇▇▇ Buyer express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ Buyer for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ Buyer is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ Seller agrees to settle or that it will, at its own expense, indemnify, defend any suit instituted against Customer, hold harmless and will pay any award of damages and reasonable costs made against Customer in a final judgment by a court of competent jurisdiction, or proceeding brought against ▇▇▇▇▇ insofar as such suit any amount in settlement or proceeding compromise thereof, provided that: (a) the same is based on upon a claim that any the Seller Proprietary Technology as incorporated by Seller into the Product constitutes direct infringement infringes a valid patent, copyright, trade secret or other intellectual property right under the laws of the United States, Canada or the laws of the jurisdiction identified in the Proposal as the Installation Site; (b) Customer gives Seller prompt, detailed notice in writing of any issued United States patentsuch claims asserted; (c) Customer permits * Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Seller shall pay all damages sole authority through its counsel to defend and/or settle the matter; and costs finally awarded therein against ▇▇▇▇▇(d) Customer cooperates and assists with such defense and/or settlement. In case the Product is, provided or may become, the subject of any such proceeding, Seller may, and in the event the Product is informed by ▇▇▇▇▇ held in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating such suit to the alleged constitute an infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the its use of such Product or part thereof is enjoined, Seller shall, at its expense and option, either: (i) procure for Customer the right to continue to use the Product; or (ii) replace same with a non-infringing product or part; or (iii) modify same so it becomes non-infringing. Notwithstanding the foregoing, in no event shall Seller be liable or otherwise responsible for any claim for infringement of intellectual property rights that relates to: (A) any Product, or part, or other item which is manufactured to designs, drawings and instructions provided by Customer including designs, drawings or instructions which Customer directed Seller to incorporate as a result of Seller’s authorized access to facilities that house equipment which manufactures Customer’s products (collectively, “Customer Designs”); or (B) any Product or part which is modified by a party other than Seller; (C) any product of a third party as specified by Customer incorporated in the Product; (D) the use or inclusion of any Product or part furnished by Seller in combination with other products not furnished by Seller; (E) Customer’s use of any Product or part furnished by Seller including any infringement relating to Customer’s manufacturing or other processes; or (F) Customer Modifications. As to any such excluded Product, part, other item, or process, Seller assumes no liability whatsoever for intellectual property right infringement and Customer shall hold Seller harmless against any infringement claim arising therefrom. The express obligations in this section shall be Seller’s sole obligations and Customer’s sole remedies with respect to any claims for breach or infringement of intellectual property rights relating in any way to the Services or Deliverables. In addition to the foregoing, the parties acknowledge and agree that Customer may disclose Customer Designs to Seller for the purpose of facilitating and/or directing Seller’s performance under this Agreement. Customer represents and warrants that Customer has full ownership rights, license and/or authority to the Customer Designs. Seller shall have and Customer hereby grants to Seller, an irrevocable, transferable (including the right to sub-license), non-exclusive, royalty-free, perpetual right and license to use Customer Designs solely to perform its own election and obligations under this Agreement. Customer agrees that it will, at its own expense, either defend any suit instituted against Seller and will pay any award of damages and reasonable costs made against Seller in a final judgment by a court of competent jurisdiction, or any amount in settlement or compromise thereof, provided that: (a) procure for Buyer the same is based upon a claim that the Customer Designs and/or Customer Modifications infringe a valid patent, copyright, trade secret or other intellectual property right to continue using such Productunder the laws of the United States, Canada, or modify it so that it becomes non-infringing, the laws of the jurisdiction identified in the Proposal as either: (i) the country of Seller’s facility where the Product will be manufactured; or (ii) the Installation Site; (b) remove such ProductSeller gives Customer prompt, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received detailed notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of any such suit or proceeding and is given all claims asserted; (c) Seller permits Customer sole authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary through its counsel to defend or and/or settle any the matter; and (d) Seller cooperates and assists with such suit or proceedingdefense and/or settlement.

Patents. ▇▇▇▇▇▇ agrees A. Seller warrants that any Product, or part thereof, manufactured by Seller and furnished hereunder (“Product”) shall be free of any rightful claim of any third party for infringement of any United States patent. If Buyer notifies Seller promptly of the receipt of any claim that such Product or part infringes a United States patent and gives Seller information, assistance and exclusive authority to settle and defend such claim, Seller shall, at its own expense and option, either: (i) settle or defend such claim or any suit or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall arising therefrom and pay all damages and costs finally awarded therein against ▇▇▇▇▇Buyer, provided Seller is informed by ▇▇▇▇▇ in writing within ten or (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (aii) procure for Buyer the right to continue using such ProductProduct or part, or (iii) modify it the Product or part so that it becomes non-infringing, or (biv) replace the Product or part with a non-infringing Product or part, or (v) remove such Product, the Product or part thereofand refund the purchase price (less reasonable depreciation and any transportation or installation costs which have been separately paid by Buyer). If, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend in any such suit or proceedingarising from such claim, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from continued use of the Product or any part thereof in conjunction with other goods or in for the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner purpose intended is enjoined by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion court of delivery of a Productcompetent jurisdiction, Seller may decline to make further shipments without being in breach shall, at its option, take one or more of this Agreementthe actions under (ii), (iii), (iv) or (v) above. THE FOREGOING STATES THE SOLE AND EXCLUSIVE ENTIRE LIABILITY OF SELLER FOR PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT INFRINGEMENT OF ANY PRODUCT OR PART AND IS SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH HEREIN. B. The preceding paragraph shall not apply: (i) to any product or part which is manufactured to Buyer’s design, or (ii) to the use of any Product or part furnished hereunder in conjunction with any other apparatus or material. As to any product, Product, part, or use described in the preceding sentence, Seller assumes no liability whatsoever for patent infringement. C. With respect to any vendor product or part, or Product (or part thereof), or part or accessory, sold by Seller which is not manufactured by Seller, only the patent indemnity of the other manufacturer, if any, shall apply. D. THE PATENT WARRANTY AND INDEMNITY OBLIGATIONS RECITED ABOVE ARE IN LIEU OF ANY ALL OTHER PATENT WARRANTIES AND ALL REPRESENTATIONSINDEMNITIES WHATSOEVER, WARRANTIESWHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingSTATUTORY.

Patents. ▇▇▇▇▇▇ agrees to settle or Seller shall defend any suit or proceeding brought against ▇▇▇▇▇ insofar the Purchaser so far as such suit or proceeding is based on a claim upon an assertion that any Product Product, or any part thereof, furnished under this order constitutes a direct infringement of any issued United States patent. patent having a claim or claims covering solely the Product itself, or any part thereof, or the normal use for which such Product was designed, if notified promptly in writing and giving authority, information and assistance (at Seller’s expense) for the defense of same, and Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceedingPurchaser. In the event such Product case said Product, or any part thereof isthereof, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by shall at its own election option and at its own expense, either (a1) procure for Buyer the Purchaser the right to continue using such said product or part, (2) replace the same with a non-infringing Product, or (3) modify it so that it becomes non-infringing, or (b4) remove such Product, or part thereof, said Product and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed refund the purchase price paid and transportation costs thereof. The foregoing states the entire liability of Seller for patent infringement by ▇▇▇▇▇ for said Product thereof. DESIGN RIGHTS RESERVATION Purchaser acknowledges and agrees that by the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach acknowledgement or acceptance of this Agreement, Seller does not relinquish, sell, transfer, or in any way release any of the designs, design drawings or data, or any other information or rights relating to the subject matter of this order. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY Any license under or title to such designs, data, information, or other rights must be the subject matter of a separate contract to be valid or binding on Seller and anything in the order to which this acknowledgement or acceptance relates to the contrary is hereby expressly rejected and not accepted. WARRANTY EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIESMERCHANTABILITY, OR CONDITIONS EXPRESS OR IMPLIEDFITNESS FOR A PARTICULAR PURPOSE, IN REGARD THERETOIS EXPRESSLY EXCLUDED. Buyer agreesItems sold by Seller under this purchase order are warranted only as stated below: Subject to the exceptions and upon the conditions specified below, Seller agrees to correct, either by repair, or, at its expenseelection, to settle by replacement, any defects of material or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control workmanship which develop within one year after delivery of the defense of any suit instrument to the Purchaser by Seller or proceeding), information by an authorized representative provided that investigation and assistance necessary to defend or settle any factory inspection by Seller discloses that such suit or proceeding.defect developed under normal and proper use. The exceptions and conditions mentioned above are the following:

Patents. ▇▇▇▇▇▇ Seller agrees to settle or defend any suit or proceeding brought against ▇▇▇▇▇ Buyer insofar as such suit or proceeding is proceedingis based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages alldamages and costs finally awarded therein against ▇▇▇▇▇Buyer, provided Seller is informed by ▇▇▇▇▇ Buyer in writing within ten (10) calendar 10)calendar days after receipt by ▇▇▇▇▇ Buyer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product suchProduct or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoinedisenjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such usingsuch Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a Buyera credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any forany costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any orany part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ Buyer has received notice of such alleged infringement unless ▇▇▇▇▇▇ Seller thereafter gives ▇▇▇▇▇ Buyer express written consent for such continuing alleged infringement. Seller shall not be bound in any manner anymanner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.ARISING

Patents. ▇▇▇▇▇▇ agrees Subject to settle or the limitations of Section 16, Seller shall defend any suit or proceeding suits brought against ▇▇▇▇▇ insofar as such suit or proceeding is Buyer based on a claim that any Product the goods provided by Seller constitutes direct an infringement of any issued a valid patent of the United States patent. Seller States, and shall pay all any damages and reasonable costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by that ▇▇▇▇▇ promptly notifies the Seller in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding)gives authority, information and assistance necessary to settle or defend Seller for defenses of such suit and permits Seller to control completely the defense, settlement, or proceedingcompromise of any such allegation of infringement. In the event such Product or any part thereof is, that the goods provided by Seller are held to be infringing in such suit, held to constitute infringement suit and the their use of such Product or part thereof is enjoined, Seller shall, by its own election at Seller's expense and at its own expenseoption, either (a) procure provide a commercially acceptable alternative, including, but not limited to, procuring for Buyer the right to continue using such Productthe goods, or modify it so that it becomes replacing them with non-infringing, infringing goods or (b) remove such Product, modifying them so they become non-infringing or part thereof, and grant Buyer a credit thereon for the depreciated value of the goods and accept return of them. In the event, of the foregoing, Seller may also, at its returnoption, cancel this agreement as to future deliveries of such goods, without liability. Buyer agrees that Seller shall not be obligated to settle liable and that Buyer shall fully indemnify Seller if infringement is based upon the use of goods in connection with products or defend any suit services not manufactured and/or provided by Seller or proceeding, in a manner for which the goods were not designed by Seller or be liable for any costs or damages, if the goods were designed by Buyer is or were modified by or for the Buyer in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition a manner to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a processcause them to become infringing. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless 8 FORCE ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. : Seller shall not be bound liable in any manner by way for any settlement hereunder made without default or delay in shipping due to contingencies beyond its prior express written consentcontrol, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall or the control of its suppliers or sub-contractors, which prevents or interferes with Seller making delivery on the date specified, including but not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior limited to completion of war, restrains affecting shipping, delivery of materials or credit as a Productresult of war, or war restrictions, non-arrival, delay or failure to produce materials as a result of war or war restrictions, rationing of fuel, strikes, lockouts, fires, bombings, acts of terrorism, accidents, flood, droughts, and any other contingency affecting the Seller, its suppliers, or subcontractors; and the Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including shall have the right to exclusive control cancel a contract of sale or extend the shipping date in the event that one or more of such contingencies prevent or delay shipments. In the event of delayed or extended shipping instructions, any additional shipping charges shall be paid by the Buyer as part of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingpurchase price.

Patents. ▇▇▇▇▇▇ agrees to settle or Licensor shall defend any suit or proceeding brought against ▇▇▇▇▇ insofar the Licensee so far as such suit based upon an assertion that the Software, or proceeding is based on any part thereof, furnished under this order constitutes a claim that any Product constitutes direct infringement of any issued United States patent. Seller patent having a claim or claims covering solely the Software itself, or any part thereof, or the normal use for which such Software was designed, if notified promptly in writing and giving authority, information and assistance (at Licensor’s expense) for the defense of same, and Licensor shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceedingLicensee. In the event such Product case said Software, or any part thereof isthereof, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by Licensor shall at its own election option and at its own expense, either (a1) procure for Buyer the Licensee the right to continue using such Productsaid Software, or (2) replace the same with a non-infringing Softwre, (3) modify it so that it becomes non-non- infringing, or (4) remove said Software and refund the purchase price and transportation costs thereof. The foregoing states the entire liability of Licensor for patent infringement by said Software thereof. Licensor will have no liability for any infringement claim arising out of or relating to (i) the combination of any product provided by Licensor with a product not manufactured, supplied, required or recommended by Licensor and the infringement would not have occurred but for such combination; (ii) the modification of a product provided by Licensor that is not made or recommended by Licensor and the infringement would not have occurred but for such modification, (iii) changes made to a product provided by Licensor based upon design specifications or instructions provided to Licensor and the infringement would not have occurred but for such design specifications or instructions, or (iv) the continued allegedly infringing activity by Licensee after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. DESIGN RIGHTS RESERVATION Licensor acknowledges and agrees that by the acknowledgement or acceptance of this Agreement, Licensor does not relinquish, sell, transfer, or in any way release any of the designs, design drawings or data, or any other information or rights relating to the subject matter of this order. Any license under or title to such designs, data, information, or other rights must be the subject matter of a separate contract to be valid or binding on Licensor and anything in the order to which this acknowledgement or acceptance relates to the contrary is hereby expressly rejected and not accepted. WARRANTY Licensor warrants that the magnetic media on which the Software is recorded and any documentation provided with the Software are free from defects in materials and workmanship under normal use. Licensor further warrants that the Software will perform substantially in accordance with the specifications set forth in the documentation provided with the Software. The limited performance warranties set forth herein are for a period of sixty (60) days from the date the Software is delivered to the Licensee. All claims must be made in writing and received by Licensor within the sixty (60) day period. Licensor does not warrant the functions contained in the Software will meet Licensee's requirements or that the operation of the Software will be uninterrupted or error free. The limited performance warranties do not cover (a) any media or documentation that has been subjected to damage or abuse by the Licensee, its agents or employees, or any end user of Licensee, or (b) remove such Productany copy of the Software that has been altered or changed in any way by Licensee, its agents, employees or part thereof, and grant Buyer any end user of Licensee. Licensor is not responsible for problems caused by changes in or modifications to the operating characteristics of any hardware or operating system for which a credit thereon and accept its returncopy of the Software is provided. Seller Licensor also is not responsible for problems that occur as a result of the use of the Software in conjunction with non- Licensor software or with hardware which is incompatible with the version of the Software provided. Licensor shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs failure or damagesdelay in performance resulting from compliance by Licensor with any laws, if the Buyer is in breach orders, regulations, acts, instructions or priority requests of any term herein national, state, local, or municipal government (whether of the United States or of any other country) or any department or agency thereof, or any civil or military authority, or from acts of war, civil disorder, flood, fire, or other disasters, strikes or labor disputes or from any other factors beyond its control. Version 02/2014 GOVERNING LAW THESE TERMS AND CONDITIONS, ANY STATEMENTS OF WORK, AND ANY SALE OF SOFTWARE HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE BROUGHT EXCLUSIVELY IN ORANGE COUNTY, CALIFORNIA, AND LICENSEE CONSENTS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE RIGHT TO CHANGE VENUE. LICENSEE FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING. Except in the case of nonpayment, neither party may institute any action in any form arising out of these Terms and Conditions more than one (1) year after the cause of action has arisen. The rights and remedies provided Licensor under these Terms and Conditions are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or inequity. ARBITRATION Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including, but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to the Products, the interpretation or application of these Terms and Conditions or any Statement of Work or the alleged infringement arises out of compliance with Buyer’s specifications breach, termination or validity thereof, the relationships which result from these Terms and Conditions or any addition Statement of Work (including, to or modification the full extent permitted by applicable law, relationships with third parties who are not signatories hereto), (collectively, a "Claim") WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. Arbitration will be conducted pursuant to the Rules of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a processAmerican Arbitration Association. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Neither Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including nor Purchaser will have the right to exclusive control litigate that Claim in court or to have a jury trial on that Claim or to engage in pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the defense parties involved. Further, Licensee will not have the right to participate as a representative or member of any suit class of claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these Terms and Conditions, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16). The arbitration will take place exclusively in Irvine, California. Any court having jurisdiction may enter judgment on the award rendered by the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery or proceeding)research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, information and assistance necessary all matters pertaining to defend or settle any such suit or proceedingthe collection of amounts due to Licensor arising out of the Software will be exclusively litigated in court rather than through arbitration.

Patents. ▇▇▇▇▇▇ agrees A. Seller warrants that the System furnished hereunder shall be delivered free of any rightful claim of any third party for infringement of any United States patent or copyright. If Buyer notifies Seller promptly of the receipt of any claim that the System infringes a United States patent or copyright and gives Seller information, assistance and exclusive authority to settle and defend such claim, Seller at its own expense shall defend, or defend may settle, any suit or proceeding brought against ▇▇▇▇▇ insofar Buyer so far as such suit or proceeding is based on a claim that claimed infringement which breaches this warranty. If, in any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇such suit arising from such claim, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control continued use of the defense System for the purpose intended is enjoined by any court of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoinedcompetent jurisdiction, Seller shall, by its own election and at its own expenseexpense and option, either either: (a1) procure for Buyer the right to continue using such Productthe System, or (2) modify it the System so that it becomes non-infringing, or (b3) replace the System or portions thereof so that it becomes non-infringing, or (4) remove such Productthe System and refund the purchase price (less reasonable depreciation for use). The foregoing states the entire liability of Seller for patent or copyright infringement by the System and is subject to any limitation of total liability set forth in this Agreement. B. The preceding subsection (A) shall not apply to: (1) any portion of the System which is manufactured to Buyer's design, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if (2) the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof System in conjunction with any other goods apparatus or in material not supplied by Seller to the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of extent that such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing conjoined use causes the alleged infringement. Seller shall not be bound As to any portion of the System or use described in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Productpreceding sentence, Seller may decline to make further shipments without being in breach of this Agreement. assumes no liability whatsoever for patent infringement. C. THE FOREGOING STATES THE SOLE PATENT AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT COPYRIGHT WARRANTY AND IS INDEMNITY OBLIGATIONS RECITED ABOVE ARE IN LIEU OF ANY ALL OTHER PATENT AND ALL REPRESENTATIONSCOPYRIGHT WARRANTIES AND INDEMNITIES WHATSOEVER, WARRANTIESWHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingSTATUTORY.

Patents. ▇▇▇▇▇▇ agrees to settle or defend Notwithstanding any other limitations of liability in this Agreement, if any suit or proceeding is brought against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim that any Product constitutes direct Buyer for infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy patents alleging that the silicon metal delivered under this Agreement or that Seller's method of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of manufacturing it infringes any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoinedpatents, Seller shall, by its own election and at its own expense, either (a) procure for Buyer defend and control the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereofsuit against these allegations only, and grant shall pay any award of damages assessed against Buyer a credit thereon and accept its return. Seller shall not be obligated in the suit to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is extent only that the damages are awarded in breach of any term herein or connection specifically with the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after infringement, provided Buye▇ ▇▇▇▇es Seller prompt notice in writing of the institution of the suit and, to the full extent of the Buyer's power to do so, Buye▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringementmits Seller to defend and control the suit against these allegations. Seller shall not be bound in The above fully expresses Buyer's exclusive remedy and Seller's sole liability with respect to infringement of any manner patent by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of silicon metal delivered under this Agreement, and Seller expressly disclaims any express or implied warranty against infringement with respect to such silicon metal. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. In no case will Seller be liable to defend or pay any award of damages assessed against Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against cause of action alleging that the use of the silicon metal delivered under this Agreement infringes any patent. Buyer shall not hold Seller based on an allegation that responsible for any Product furnished hereunder according to designs claim, loss or expense arising out of Seller's compliance with any specifications furnished by Buyer with respect to the silicon metal. Notwithstanding any other limitations of liability in this Agreement, if any suit is brought against Seller for infringement of any patents alleging that Buye▇'▇ ▇se of the silicon metal delivered under this Agreement infringes any patentpatents, Buyer shall, at its own expense, defend and control the suit against these allegations only, and shall pay any award of damages assessed against Seller in the suit to the extent only that the damages are awarded in connection specifically with the alleged infringement, provided that Sell▇▇ ▇▇▇es Buye▇ ▇▇ is promptly notified ▇▇mpt notice in writing of such suit or proceeding and is given all authority (including the right to exclusive control institution of the defense suit and, to the full extent of the Seller's power to do so, Seller permits Buyer to defend and control the suit against these allegations. The above fully expresses Seller's exclusive remedy and Buye▇'▇ ▇ole liability with respect to infringement of any suit patent by Buye▇'▇ ▇se of any silicon metal delivered under this Agreement, and Buyer expressly disclaims any express or proceeding), information and assistance necessary implied warranty against infringement with respect to defend or settle any such suit or proceedingBuye▇'▇ ▇se of silicon metal.

Patents. ▇▇▇▇▇▇ Seller agrees to settle or and defend any suit or proceeding brought against ▇▇▇▇▇ Buyer insofar as such suit or proceeding is based on a claim that any Product constitutes goods supplied by Seller to Buyer hereunder constitute direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇Buyer, provided Seller is informed by ▇▇▇▇▇ Buyer in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ Buyer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product goods or any part thereof isare, in such suit, held held, to constitute infringement and the use of such Product goods, or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Productthereof, or modify it them so that it becomes they become non-infringing, infringing or (b) remove such Productgoods, or part thereof, and grant Buyer a credit thereon and accept its their return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s 's specifications or any addition to or modification of the Product goods after delivery thereof or from use of the Product goods or any part thereof in conjunction with other goods or in the practice of a process. Seller’s 's obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ Buyer has received notice of such alleged infringement unless ▇▇▇▇▇▇ Seller thereafter gives ▇▇▇▇▇ Buyer express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENTnor shall Seller be liable for any incidental, special, indirect or consequential damages arising out of patent infringement. Seller’s 's liability hereunder shall not exceed the purchase price actually paid by ▇▇▇▇▇ Buyer for the allegedly infringing Product. If goods, if infringement is alleged prior to the completion of delivery of a Productthe goods, Seller may decline to make further shipments without being in breach of this Agreementagreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product goods furnished hereunder according to designs or specifications furnished by Buyer infringes infringe any United States patent, provided ▇▇▇▇▇ provide Buyer is promptly notified in writing of such suit or proceeding and is given all full authority (including the right to of exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ Seller agrees to settle or defend any suit or proceeding brought against ▇▇▇▇▇ Buyer insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States PRC patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇Buyer, provided Seller is informed by ▇▇▇▇▇ Buyer in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ Buyer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ Buyer has received notice of such alleged infringement unless ▇▇▇▇▇▇ Seller thereafter gives ▇▇▇▇▇ Buyer express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.OUT

Patents. ▇▇▇▇▇▇ agrees to settle If any claim is made against the Buyer that the Products or defend Services infringe any suit third party’s US patent, the Supplier shall indemnify the Buyer against all losses, damages, costs and expenses awarded against, or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding incurred by, the Buyer in connection with the claim provided that: (i) the Supplier is based on a claim that any Product constitutes direct infringement given full control of any issued United States patent. Seller proceedings or negotiations in connection with any such claim; (ii) the Buyer shall give the Supplier all reasonable assistance for the purposes of any such proceedings or negotiations; (iii) except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Supplier; (iv) the Buyer shall do nothing which would or might vitiate any insurance policy or cover which the Buyer may have in relation to such infringement and shall use its best endeavors to recover any sums due thereunder and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover; (v) the Supplier shall be entitled to the benefit of, and the Buyer shall accordingly account to the Supplier for, all damages and costs finally (if any) awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control favor of the defense Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any suit such claim; and (vi) without prejudice to any duty of the Buyer at common law, the Supplier shall be entitled to require the Buyer to take such steps as the Supplier may reasonably require to mitigate or proceeding)reduce any such loss, information and assistance necessary damages, costs or expenses for which the Supplier is liable to settle or defend such suit or proceeding. In indemnify the event such Product or any part thereof isBuyer under Section 11, in such suit, held to constitute infringement and which steps may include (at the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (aSupplier’s option) procure for Buyer accepting from the right to continue using such Product, or modify it so that it becomes Supplier non-infringing, modified or replacement Products or Services. The Supplier shall have no obligation or liability under Section 11 insofar as the infringement arises from: (i) any additions or modifications made to the Products and/or Services in question, otherwise than by the Supplier or with its prior written consent; (ii) any information provided by the Buyer to the Supplier including without limitation any specification; (iii) performance by the Supplier of any work required to any Products, or performance of any Services, in compliance with the Buyer's requirements or specification; (iv) a combination with or an addition to equipment not manufactured or developed by the Supplier; or (bv) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of Products beyond that scope established by the Product Supplier or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified approved in writing of such suit or proceeding and is given all authority (including by the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingSupplier.

Patents. ▇▇▇▇▇▇ agrees Buyer shall indemnify, defend and hold Seller harmless against any expenses, damages or costs resulting from any suit or proceeding brought for infringement of patents or trademarks or unfair competition arising from compliance with Buyer's designs or specifications or instructions. With respect to settle products manufactured solely to Seller's designs or specifications, Seller shall defend any suit or proceeding brought against ▇▇▇▇▇ insofar Buyer so far as based on a claim that any such products, or any parts thereof, furnished hereunder constitutes an infringement of any patent of the United States, if notified promptly of such claim in writing and given authority, information and assistance (at Seller's expenses) for the defense of same, and Seller shall pay all damages and costs awarded therein against Buyer. In case said products or any parts thereof, are in such suit held to constitute infringement and the use of said products or parts is enjoined, Seller shall, in its sole discretion, at its own expense, wither procure for the Buyer the right to continue using said products or parts or replace same with noninfringing products, or modify them so they become noninfringing, or remove said products and refund the purchase price and the transportation costs thereof. The foregoing states the entire liability of the Seller of patent infringement by the said products or any part thereof. Seller shall not be liable for any costs or damages incurred by Buyer as a result of any suit or proceeding brought against the Buyer and Buyer will indemnify, defend and hold Seller harmless from any expenses, damages or costs resulting from any suit or proceeding brought against Seller, either severally, or jointly with Buyer, so far as such suit or processing brought against Seller, wither severally, or jointly with Buyer, so far as such suit or proceeding is based on a claim claims (a) that any Product constitutes direct infringement use of any issued United States patent. product or any part thereof, furnished hereunder, in combination with products not supplied by Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten or (10b) calendar days after receipt by ▇▇▇▇▇ and furnished that a copy of each communication, notice manufacturing or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of process utilizing any suit or proceeding)product, information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof isfurnished hereunder, in such suitconstitute either direct or contributory infringement of any patent of the United States. Sale of products or any parts thereof, held hereunder confers on the Buyer no license under any patent rights of Seller governing or relating to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right structure of any devices to continue using such Product, which the products or modify it so that it becomes non-infringingparts may be applied, or (b) remove such Product, a process or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not machine in connection with which they may be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingused.

Patents. ▇▇▇▇▇▇ agrees The VAR shall indemnify and hold Mitel harmless against any expense or loss resulting from any claims for actual or alleged infringement of patents or trade marks arising from compliance by Mitel with VAR's designs, specifications or instructions. The sale of goods by Mitel does not convey any license, by implication, estoppel, or otherwise, under patent claims covering combinations of said goods with other devices or elements. Subject to settle or the foregoing, Mitel will defend at its own expense, any suit or proceeding action brought against ▇▇▇▇▇ insofar as such suit or proceeding the VAR, to the extent that it is based on a claim that the goods supplied by Mitel infringe a Caribbean, Canadian or U.S. patent and Mitel will pay the costs and damages finally awarded against the VAR in any Product constitutes direct infringement action which are attributable to any such claim, but such defence and payments are conditioned on the following: a) that Mitel shall be notified promptly in writing by the VAR of any issued United States patent. Seller notice of such claim; b) that Mitel shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive have sole control of the defense defence of any suit action on such claim and all negotiations for its settlement or proceeding), information compromise; c) that any claim must not relate to the use of the goods in a manner or for a purpose not specified by Mitel or to the use or sale of any equipment not supplied by Mitel but which includes or is used in combination with goods so supplied; and d) that the VAR shall not have made and assistance necessary to settle or defend shall not make any admissions in respect of such suit or proceedingalleged infringement. In the event such Product that the goods or any part thereof isbecome, or in such suitMitel's opinion are likely to become, held to constitute the subject of a claim of infringement and of a Caribbean, Canadian or U. S. patent or if the use of such Product the goods or any part thereof is enjoinedenjoined in any such infringement suit, Seller shallthe VAR shall permit Mitel, by its own election and at its own option and expense, to either (a) procure for Buyer the VAR the right to continue using such Productsaid goods or any part thereof, to replace or modify it the same so that it becomes they become non-infringing, or (b) to remove such Product, or part said goods and refund the purchase price and the transportation costs thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated The foregoing states the entire liability of Mitel with respect to settle or defend any suit or proceeding, or be liable for any costs or damages, if infringement of patents by the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product said goods or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingthereof.

Patents. ▇▇▇▇▇▇ (a) Subject to the limitations set forth below, Supplier agrees to settle or defend any suit or proceeding brought indemnify Buyer against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim that any Product constitutes direct court assessed damages and costs (excluding consequential damages) resulting from infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇Letters Patent existing on the date of this order by any Goods offered for sale generally by Supplier on said date, provided Seller is informed by ▇▇▇▇▇ that said Goods are in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and the condition furnished a copy of each communication, notice or other action relating to the alleged Buyer by Supplier. Supplier’s liability respecting patent infringement and shall be limited to the purchase price of the particular Goods. Upon receipt of notice from the Buyer of a charge of infringement respecting Goods for which Supplier is given all authority (including obligated to indemnify Buyer, Supplier, as full discharge of its obligations to indemnify Buyer, shall have the right to exclusive control of the defense of any suit or proceeding), information at Supplier’s option and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either to: (ai) procure for Buyer the right to continue using such Productthe Goods, (ii) replace or modify it so that it becomes non-infringingthe offending Goods (or the offending part or component thereof), or (biii) remove such Product, or part thereof, and grant to the Buyer a credit thereon for the offending Goods or severable component as applicable upon return of the offending Goods from the Buyer. (b) The parties agree to provide information and accept reasonable assistance to each other, upon request, to the extent that such information and assistance are required by such party to defend against any infringement claim arising under this Section. (c) Neither party shall be entitled to indemnification under this Section as to any claim or infringement concerning which it does not give to the other party prompt notice in writing upon learning of such claim and full opportunity, at the expense of such other party, to defend and dispose of such claim of infringement, or concerning any claim for which it admits liability or makes settlement, or if the party seeking indemnification does not fulfill its returnobligations under Section 14(b) of this Schedule C. (d) The sale of Goods covered by this order shall not grant to Buyer any right or license of any kind under any patent owned or controlled by Supplier under which Supplier is licensed. Seller The foregoing shall not be obligated understood to settle or defend limit in any suit or proceedingway the right of Buyer to use and sell such Goods, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations event that such Goods as sold hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner are covered by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any such patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇▇▇▇▇▇ agrees to settle or defend If notified promptly in writing of any suit or proceeding action (and all prior claims relating thereto) brought against ▇▇▇▇▇ insofar as such suit Buyer alleging that Buyer's use or proceeding is based on other disposition of product infringes a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall patent or copyright, ADAP will defend such action at its expense and will pay all the costs and damages and costs finally awarded therein against ▇▇▇▇▇Buyer in such action, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive that ADAP will have sole control of and authority with respect to the defense of any suit such action and all negotiations for its settlement or proceeding), information and assistance necessary to settle or defend such suit or proceedingcompromise. In the event such Product or any part thereof is, If a final injunction is obtained in such suit, held to constitute infringement and the action against Buyer's use of such Product the product or part thereof if in ADAP's opinion the product is enjoinedlikely to become the subject of claim or infringement, Seller shallADAP will, by at its own election option and at its own expense, either (a) : procure for Buyer the right to continue using such Product, the product; or replace or modify it the same so that it becomes they become non-infringing; or accept return of the product and refund or credit the amount of the original net purchase price, less a reasonable charge for depreciation and damage. ADAP will not have any liability to Buyer if the alleged infringement is based upon: (a) use or sale of the product in combination with other products or devices which are not made by ADAP; (b) remove such Product, use of the product in practicing any process; or part thereof, and grant (c) the furnishing to Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein information, service or other assistance. No costs nor expenses will be incurred for the alleged infringement arises out account of ADAP without the prior written consent of ADAP. In no event will ADAP's total liability to Buyer under or as a result of compliance with Buyer’s specifications or any addition the provisions of this clause exceed the sum paid to or modification ADAP by Buyer for the allegedly infringing product. The foregoing states the entire liability of ADAP with respect to alleged infringement of patents and copyrights by the Product after delivery thereof or from use of the Product product or any part thereof in conjunction with or by its operation. This Section states the entire liability of ADAP for any infringement of patent, copyright, trademark, trade secret, or other goods intellectual property rights. Buyer will defend, indemnify and hold ADAP harmless against any loss, damages, costs, fees (including attorneys' fees) and expenses awarded against or in the practice of a process. Seller’s obligations hereunder shall not apply to any incurred by ADAP for alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit patents, copyrights, trademarks, or proceeding)other intellectual property rights of any person or entity which result from ADAP's use of or compliance with Buyer's designs, information and assistance necessary to defend specifications or settle any such suit or proceedinginstructions.

Patents. ▇▇▇▇▇▇ Seller warrants that the manufacture, use and/or sale of the goods provided does not infringe any claims of any patent, trademark, trade name, copyright or other property right of any third- party. Seller agrees to settle or defend defend, indemnify and hold the Buyer (and its agents, representatives, employees, officers, directors, affiliates, successors and assigns, and customers) harmless from any suit or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim that any Product constitutes direct and all claims, demands, actions, damages and liabilities (including attorney’s fees) involving the infringement of any issued United States patent, trademark, copyright or other intellectual property right, or the misappropriation of any trade secret of any third party, by reason of the manufacture, use, or sale of said goods or services by Buyer. NO PUBLICITY – Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇not, provided without first obtaining the written consent of Buyer, in any manner advertise, publish, or disclose the fact that Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating has contracted with Buyer to furnish the alleged infringement and is given all authority (including the right to exclusive control goods herein ordered nor any of the defense details connected with this Purchase Order to any third party except as herein specified and except as may be required to perform this Purchase Order. COMPLIANCE WITH LAWS – Seller, in its performance hereunder, shall comply with all applicable federal, state, county, and municipal statutes, laws, regulations, codes, standards, ordinances and orders. ASSIGNMENT – Seller acknowledges that the goods and/or services to be provided to Buyer hereunder are unique and personal. Accordingly, Seller shall not assign this Agreement or any rights hereunder without the prior written consent of Buyer. Any attempted assignment without such written consent shall render this Agreement null and void. WAIVER – No failure to exercise, and no delay in exercising, on the part of Buyer any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any suit right, power or proceeding)privilege hereunder preclude further exercise of the same right, information and assistance necessary to settle power or defend such suit or proceedingprivilege. VALIDITY OF PROVISIONS – In the event such Product any provision or any part thereof is, in such suit, or portion of any provision of this Purchase Order shall be held to constitute infringement and be invalid, void or otherwise unenforceable, such holding shall not affect the use remaining part or portions of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure for Buyer the right to continue using such Productthat provision, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingprovision hereof.

Patents. ▇. ▇▇▇▇▇▇ agrees to settle warrants that the System furnished hereunder shall be delivered free of any rightful claim of any third party for infringement of any United States patent or defend any suit or proceeding brought against copyright. If ▇▇▇▇▇ insofar as notifies Seller promptly of the receipt of any claim that the System infringes a United States patent or copyright and gives Seller information, assistance and exclusive authority to settle and defend such claim, Seller at its own expense shall defend, or may settle, any suit or proceeding is against Buyer so far as based on a claim that claimed infringement which breaches this warranty. If, in any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇such suit arising from such claim, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control continued use of the defense System for the purpose intended is enjoined by any court of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoinedcompetent jurisdiction, Seller shall, by its own election and at its own expenseexpense and option, either either: (a1) procure for Buyer the right to continue using such Productthe System, or (2) modify it the System so that it becomes non-infringing, or (b3) replace the System or portions thereof so that it becomes non-infringing, or (4) remove such Productthe System and refund the purchase price (less reasonable depreciation for use). The foregoing states the entire liability of Seller for patent or copyright infringement by the System and is subject to any limitation of total liability set forth in this Agreement. B. The preceding subsection (A) shall not apply to: (1) any portion of the System which is manufactured to Buyer's design, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if (2) the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof System in conjunction with any other goods apparatus or in material not supplied by Seller to the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of extent that such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing conjoined use causes the alleged infringement. Seller shall not be bound As to any portion of the System or use described in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Productpreceding sentence, Seller may decline to make further shipments without being in breach of this Agreement. assumes no liability whatsoever for patent infringement. C. THE FOREGOING STATES THE SOLE PATENT AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT COPYRIGHT WARRANTY AND IS INDEMNITY OBLIGATIONS RECITED ABOVE ARE IN LIEU OF ANY ALL OTHER PATENT AND ALL REPRESENTATIONSCOPYRIGHT WARRANTIES AND INDEMNITIES WHATSOEVER, WARRANTIESWHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceedingSTATUTORY.

Patents. ▇▇▇▇▇▇ The Company agrees to settle or defend any suit or proceeding brought against ▇▇▇▇▇ the Customer insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller The Company shall pay all damages and costs finally awarded therein against ▇▇▇▇▇the Customer, provided Seller the Company is informed by ▇▇▇▇▇ the Customer in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ the Customer and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller the Company shall, by its own election and at its own expense, either (a) procure for Buyer the Customer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer the Customer a credit thereon and accept its return. Seller The Company shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer Customer is in breach of any term herein or the alleged infringement arises out of compliance with Buyerthe Customer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. SellerThe Company’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ the Customer has received notice of such alleged infringement unless ▇▇▇▇▇▇ the Company thereafter gives ▇▇▇▇▇ the Customer express written consent for such continuing alleged infringement. Seller The Company shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER THE COMPANY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. SellerThe Company’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ the Customer for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller the Company may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER THE COMPANY FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer The Customer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller the Company based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer the Customer infringes any patent, provided ▇▇▇▇▇ the Customer is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. ▇Seller assumes the expense of, and shall have the option to direct the defense of, suits brought against Buyer in the United States on the charge that a Product manufactured by Seller and used by Buyer in the manner for which it was sold constitutes in and of itself an infringement of a United States Patent, in an amount not to exceed the aggregate purchase price of the items or parts thereof found to directly infringe any such U.S. patent. If, as a result of any such suit, the use of the Product is enjoined, Seller shall have the option to procure for Buyer the right to use the Product, modify it so that it no longer infringes, replace it with a non-infringing Product, or refund the purchase price of the Product and remove it. Seller's above obligations are conditional upon Buyer notifying Seller promptly in writing when such suit is brought or threatened and giving Seller full authority, information and assistance for the defense of the suit. Seller's obligations under this Section do not apply to any item, or part thereof, manufactured to Buyer's specifications, or to any manufacturing process, or to any product manufactured by use of Seller's Products; as to such item, process, or product, Seller assumes no liability for patent infringement, and ▇▇▇▇▇ agrees to settle or defend any suit or proceeding brought defend, indemnify and hold harmless Seller from and against ▇▇▇▇▇ insofar as all such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use of such Product or part thereof is enjoined, Seller shall, by its own election and at its own expense, either (a) procure liability for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if the Buyer is in breach of any term herein or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged patent infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consentEXCEPT AS ABOVE EXPRESSLY SET FORTH, NOR SELLER SHALL SELLER BE LIABLE HAVE NO LIABILITY FOR PATENT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT OF ANY KIND, INCLUDING NO LIABILITY FOR ANY INCIDENTAL IMPLIED WARRANTY AGAINST PATENT OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT OTHER INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Seller shall defend, indemnify and hold Purchaser and its clients, employees, officers, directors, representatives, agents and invitees harmless against any judgment of infringement of any patent, copyright, trademark or other intellectual property, with respect to any products in their as delivered state. The foregoing indemnity is conditional upon (i) prompt written notice of any claim to Seller, (ii) Seller's control of the defense and settlement of any claim, and (iii) reasonable cooperation and assistance by ▇▇▇▇▇▇▇▇▇ agrees to settle or defend any suit or proceeding brought against ▇▇▇▇▇ insofar as such suit or proceeding is based on a claim that any Product constitutes direct infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against ▇▇▇▇▇, provided Seller is informed by ▇▇▇▇▇ in writing within ten (10) calendar days after receipt by ▇▇▇▇▇ and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceeding. In the event such Product or any part thereof is, in such suit, held to constitute infringement and the use settlement of such Product or part thereof is enjoined, Seller shall, by its own election and claim at its own expense, either (a) procure for Buyer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Buyer a credit thereon and accept its returnexpense of Seller. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable responsible for any costs or damagescompromise made by Purchaser without Seller's prior written consent. Purchaser shall defend, if the Buyer is in breach indemnify and hold Seller and its clients, employees, officers, directors, representatives, agents and invitees harmless against any allegations arising out of any term herein actual or the alleged infringement arises out of compliance with Buyer’s specifications or any addition to or modification of the Product after delivery thereof or from use of the Product or any part thereof in conjunction with other goods or in the practice of a process. Seller’s obligations hereunder shall not apply to any alleged infringement occurring after ▇▇▇▇▇ has received notice of such alleged infringement unless ▇▇▇▇▇▇ thereafter gives ▇▇▇▇▇ express written consent for such continuing alleged infringement. Seller shall not be bound in any manner by any settlement hereunder made without its prior express written consent, NOR SHALL SELLER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller’s liability hereunder shall not exceed the purchase price paid by ▇▇▇▇▇ for the allegedly infringing Product. If infringement is alleged prior to completion of delivery of a Product, Seller may decline to make further shipments without being in breach of this Agreement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND IS IN LIEU OF ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETO. Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in any suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or specifications furnished by Buyer infringes any patent, provided ▇▇▇▇▇ copyright, trademark or other intellectual property, or any litigation based thereon, with respect to any products or use thereof to the extent that such infringement results (i) solely from the manufacture of the products pursuant to Purchaser's specifications, (ii) pursuant to Purchaser's specifications for products specifically requested by Purchaser to include features resulting in infringement of patent rights of a third party when such features are not offered by the Seller in the ordinary course of business, or (iii) from use by Purchaser of the product or combination of the product with anything else . The foregoing indemnity is promptly notified in writing conditional upon (i) prompt written notice of such suit or proceeding and is given all authority any claim to Purchaser, (including the right to exclusive ii) Purchaser's control of the defense and settlement of any suit or proceeding)claim unless Seller opts to control the defense, information and (iii) reasonable cooperation and assistance necessary by Seller in the defense and settlement of such claim at the expense of Purchaser. Purchaser shall not be responsible for any compromise made by Seller without Purchaser's prior written consent and which shall not be unreasonably withheld. Seller does not make a practice of permitting a Purchaser to defend return purchased goods or settle parts thereof to Seller and receive credit therefore without authorization. Any such return of equipment, or parts for credit will be permitted only after written authorization has been obtained from the principal office of Seller in Hiram, Ohio and only if all transportation charges are paid in advance by the Purchaser. Seller will refuse to accept shipment of any such suit goods or proceedingparts unless the foregoing conditions have been complied with. Goods built to a Purchaser’s specification cannot be returned for credit under any condition. Seller will endeavor to meet all scheduled delivery dates. Purchaser may not change scheduled delivery dates without Seller’s written approval. No orders for standard units can be rescheduled within thirty (30) days of last confirmed delivery date or within forty- five (45) days for custom or modified standard units. Unless otherwise specified on the face hereof, all quantities must be delivered within twelve (12) months from the date of Seller’s receipt of Purchaser’s order, otherwise, the order so far as it is unfilled may be canceled by Seller, and Purchaser shall be liable for cancellation charges as provided herein.