Common use of Patents Clause in Contracts

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 PUNITIVE, 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 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 ’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 PUNITIVE, 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 ’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. Seller agrees to settle or defend If any suit or proceeding is brought against Buyer insofar as such suit or proceeding is based on a claim that any Product constitutes direct for infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against BuyerLetters Patent, provided Seller is informed alleging that the Products manufactured by Buyer in writing within ten (10) calendar days after receipt by Buyer 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 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 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 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 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 Xxxxxx agrees to settle or defend any suit or proceeding brought against Buyer Xxxxx 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 BuyerXxxxx, provided Seller is informed by Buyer Xxxxx in writing within ten (10) calendar days after receipt by Buyer Xxxxx 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 Xxxxx has received notice of such alleged infringement unless Seller Xxxxxx thereafter gives Buyer Xxxxx 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 Xxxxx 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 Xxxxx 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 On and after the Effective Date, USSC shall be responsible (including payment of all costs and fees, including attorneys’ fees) for prosecution and maintenance of all Patents and Patent Rights plus the preparation, filing, and prosecution of any issued United States patent. Seller shall pay all damages other patent applications and costs finally awarded therein against Buyer, provided Seller is informed maintenance of patents covering IMPROVEMENTS reported to USSC by Buyer in writing within ten (10) calendar days LICENSOR 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 Effective Date during 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 PUNITIVE, 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 REPRESENTATIONSDuring the term of this Agreement, WARRANTIESin the event LICENSOR wishes to publish TECHNICAL INFORMATION, OR CONDITIONS EXPRESS OR IMPLIEDLICENSOR shall report to USSC with reasonable promptness and, IN REGARD THERETOin any event, no less than six (6) months prior to any intended publication date,, all inventions made by the INVENTORS within the SURGICAL CLIP TECHNOLOGY. Buyer agreesThe decision whether to file a patent application or maintain a patent on such inventions shall be solely that of the LICENSOR who shall consult with USSC and reasonably take USSC’s recommendations into consideration. If USSC fails to reasonably concur in a decision to file a patent application, at its expensecontinue prosecution of a patent application, use reasonable efforts to settle obtain patent issuance, or defend timely pay to maintain a patent and to thus pay for all of the costs and damages finally awarded fees connected there with, the invention covered thereby shall not be deemed part of this Agreement in the involved country, and USSC and its sublicensees, if any, shall have no rights whatsoever, in the involved country. It is specifically understood by the parties that not all of the ROYALTY PRODUCTS, LICENSED PRODUCTS or LICENSED PROCESS (other than those PATENTS specifically represented by LICENSOR in Exhibit A as issued in the specifically named jurisdiction) may be patentable either in the United States or in any suit or proceeding against Seller based on an allegation that foreign country. No party to this Agreement is relying upon any Product furnished hereunder according to designs or specifications furnished by Buyer infringes expectation of the issuance of any patent, provided Buyer as a basis for its decision to execute this Agreement. It is promptly notified in writing of such suit or proceeding and is given all authority (including the right to exclusive control intent of the defense parties that this Agreement shall be fully valid and enforceable for any LICENSED PRODUCTS and LICENSED PROCESSES for which no patents are obtained. USSC shall see to it that all patented ROYALTY PRODUCTS sold by USSC or any AFFILIATE or sublicensee of any suit or proceeding)USSC shall be appropriately marked with the applicable patent numbers, information and assistance necessary to defend or settle any such suit or proceedingin conformity with applicable law.

Patents. Seller Xxxxxx agrees to settle or defend any suit or proceeding brought against Buyer Xxxxx 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 BuyerXxxxx, provided Seller is informed by Buyer Xxxxx in writing within ten (10) calendar days after receipt by Buyer Xxxxx 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 Xxxxx has received notice of such alleged infringement unless Seller Xxxxxx thereafter gives Buyer Xxxxx 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 Xxxxx 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 Xxxxx 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. Buyer shall indemnify, defend and hold Seller agrees 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 Buyer insofar 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 Buyer, provided Seller is informed by Buyer in writing within ten or (10b) calendar days after receipt by Buyer 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 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 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 proceedingused.

Patents. Seller agrees to settle Buyer shall indemnify and hold GKD-USA, Inc. harmless from, and release and not make claim or defend suit against GKD-USA, Inc. because of, any suit suits, claims, losses, or proceeding brought against Buyer insofar as such suit other liability made against, or proceeding is based on a suffered by, GKD-USA, Inc. arising from any claim that any Product constitutes direct of, or infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against , copyright, trademark, or other proprietary right, at common law, or claim of unfair trade competition resulting from, or occasioned by, Seller’s use possession, sale, or delivery of goods made in Compliance with designs and/or specifications furnished by Buyer, provided Seller is informed by Buyer including all Sellers’ out-of-pocket expenses, including experts’ and attorneys’ fees incurred in writing within ten connection therewith. (10) calendar days after receipt by Buyer and furnished a copy of each communication8) GKD-USA, notice or other action relating to the alleged infringement and is given all authority (including INC. RIGHT OF POSSESSION: GKD-USA, Inc. shall have the right in addition to exclusive control all others it may possess, at any time, for credit reasons or because of Buyer’s default or defaults, to withhold shipments, in whole or in part, and to recall goods in transit, retake same, and repossess all goods which may be stored with GKD-USA, Inc. for Buyer’s account, without the defense necessity of taking any suit other proceedings, and Buyer consents that all goods, so recalled, retaken, or proceeding)repossessed shall become the absolute property of GKD-USA, information and assistance necessary to settle or defend such suit or proceeding. Inc. In the event such Product that Buyer defaults in the due performance of or compliance with any part thereof isof the terms or conditions hereof, or a proceeding in such suitbankruptcy, held to constitute infringement and the use assignment for benefit of such Product creditors, insolvency, receivership or part thereof reorganization be instituted by or against Buyer or Buyer’s property or business, or Buyer is enjoinedanywise liquidated, Seller shallGKD-USA, by its own election and Inc. may, at its own expenseoption, 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, terminate this agreement upon written notice and grant Buyer a credit thereon and accept its returnshall be relieved of all obligations hereunder. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if 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 terms hereof, GKD-USA, Inc. shall have a right to or modification receive as damages the price for the goods as stated herein. Upon recovery of the Product after delivery thereof or from use price, the goods shall become the property of the Product or any part thereof in conjunction with other goods or in the practice of a processBuyer. 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 The foregoing shall not be bound construed as limiting, in any manner by manner, 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 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 rights or remedies available to GKD-USA, Inc. because of any suit or proceeding)default of the Buyer, information under the Uniform Commercial Code of other law as in force and assistance necessary to defend or settle any such suit or proceedingeffect on the date hereof.

Patents. Subject to the limitations of Section 16, Seller agrees to settle or shall defend any suit or proceeding suits brought against Buyer insofar as such suit or proceeding is 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 BuyerXxxxx, provided that Xxxxx promptly notifies the 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)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 Buyer has received notice of such alleged infringement unless Seller thereafter gives Buyer express written consent for such continuing alleged infringement. 8 FORCE XXXXXX: 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 PUNITIVEor the control of its suppliers or sub-contractors, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller's liability hereunder shall which prevents or interferes with Seller making delivery on the date specified, including but not exceed the purchase price paid by Buyer 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 Buyer 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. 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. Seller agrees to settle or shall defend any suit or proceeding brought against Buyer 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 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 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 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 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 Buyer 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 Buyer 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 warrants that products furnished hereunder shall be delivered free of any rightful claim of any third party for infringement of any valid US or European patent. If notified promptly in writing by Xxxxx and given authority, information and assistance, and contingent upon Buyer not taking any position adverse to Seller in connection with such claim, Seller shall defend, or may settle or defend at its expense, any suit or proceeding brought against Buyer insofar so far as such suit or proceeding is based on a valid claim that any Product constitutes direct for infringement which would result in a breach of any issued United States patent. the warranty stated in this section and Seller shall pay all damages and costs finally awarded therein against Buyer, provided Seller Buyer due to such breach. In case any product or part thereof 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 such an infringement and the use for the purpose intended of such Product said product or part thereof is enjoined, Seller shall, by its own election and at its own expenseexpense and option, either (a) procure for Buyer the right to continue using such Productsaid product or part, or replace same with a non‐infringing product or part, or modify it same so that it becomes non-infringingnon‐infringing, or remove the product and refund to Buyer the purchase price (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 less reasonable depreciation for any period of use) and any transportation costs or damages, if separately paid by Buyer. The foregoing states the Buyer is in breach entire liability of any term herein or Seller for patent infringement by 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 products or any part thereof in conjunction with other goods or in and is subject to Buyer promptly informing Seller of any claim and allowing Seller full conduct of the practice of a processclaim. Seller's obligations hereunder shall This does 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 liability hereunder shall not exceed the purchase price paid product or part specified by Buyer for or manufactured to Buyer's design, or to the allegedly infringing Productuse of any product furnished hereunder in conjunction with any other product in a combination not furnished by Seller as a part of this transaction. If infringement is alleged prior As to completion of delivery of a Productany such product or part, or use in such combination, 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. assumes no liability whatsoever for patent infringement and Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in will hold Seller harmless against 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 proceedinginfringement claims arising there from.

Patents. Seller The Company agrees to settle or defend any suit or proceeding brought against Buyer 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 Buyerthe Customer, provided Seller the Company is informed by Buyer the Customer in writing within ten (10) calendar days after receipt by Buyer 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 Buyer's the 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. Seller's The Company’s obligations hereunder shall not apply to any alleged infringement occurring after Buyer the Customer has received notice of such alleged infringement unless Seller the Company thereafter gives Buyer 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 PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller's The Company’s liability hereunder shall not exceed the purchase price paid by Buyer 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 Buyer 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 agrees to settle or Licensor shall defend any suit or proceeding brought against Buyer 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 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 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 Buyer has received notice of such alleged infringement unless Neither 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 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 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. Seller Xxxxxx agrees to settle or and defend any suit or proceeding brought against Buyer Xxxxx 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 BuyerXxxxx, provided Seller is informed by Buyer Xxxxx in writing within ten (10) calendar days after receipt by Buyer Xxxxx 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 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 Xxxxx has received notice of such alleged infringement unless Seller Xxxxxx thereafter gives Buyer Xxxxx 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 PUNITIVEnor shall Seller be liable for any incidental, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENTspecial, indirect or consequential damages arising out of patent infringement. Seller's liability hereunder shall not exceed the purchase price actually paid by Buyer Xxxxx 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 Notwithstanding any other limitations of liability in this Agreement, if any suit or proceeding is brought against Buyer insofar as such suit or proceeding is based on a claim that any Product constitutes direct for 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 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 in the suit to the extent only that the damages are awarded in connection specifically with the alleged infringement, provided Buyex xxxes Seller prompt notice in writing of the institution of the suit and, to the full extent of the Buyer's power to do so, Buyex xxxmits Seller to defend and accept its returncontrol the suit against these allegations. The above fully expresses Buyer's exclusive remedy and Seller's sole liability with respect to infringement of any patent by the silicon metal delivered under this Agreement, and Seller shall not be obligated expressly disclaims any express or implied warranty against infringement with respect to settle or defend any suit or proceeding, or such silicon metal. In no case will Seller be liable for to defend or pay any costs or damages, if the award of damages assessed against 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 PUNITIVE, 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 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 Buyex'x xse 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 Buyer is promptly notified that Sellxx xxxes Buyex xxxmpt 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 Buyex'x xole liability with respect to infringement of any suit patent by Buyex'x xse 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 proceedingBuyex'x xse of silicon metal.

Patents. Seller undertakes and agrees to settle defend at Seller's own expense all suits, actions or defend any suit or proceeding proceedings brought against Buyer insofar Buyer, or any of Buyer's customers, for actual or alleged infringement of any letters patent brought solely because of or on account of the use or sale of such products sold by Seller as are constructed and used according to the manufacturer's standard commercial designs or specifications. Seller further agrees to pay and discharge any and all judgements or decrees which may be rendered against the defendants therein, provided notice within fifteen (15) days of any such suit suit, action or proceeding is based on a claim that any Product constitutes direct given Seller, and provided further, Seller is given complete charge and control of the defence of such suit, action or proceeding. Buyer undertakes and agrees to defend at Xxxxx's own expense all suits, actions or proceedings brought against Seller or Seller's source of supply for actual or alleged infringement of any issued United States patentletters patent because of or on account of any feature, construction or design (other than manufacturer's standard commercial feature, construction or design) incorporated at Buyer's request in the products sold to Buyer or incorporated by Seller to adapt such products to Buyer's particular use, or for any additions to, changes or adaptations made by Buyer or any of Buyer's customers subsequent to the delivery of the products. Seller shall Xxxxx further agrees to pay and discharge any and all damages and costs finally awarded therein judgements or decrees which may be rendered against the defendants therein, provided immediate notice of any such suit, action or proceeding is given Buyer, and provided further, Buyer is given complete charge and control of the defence of such suit, action or proceeding. WARRANTY: Products sold by Seller are warranted as provided in Seller's applicable standard Warranty World certificate in effect on the date of Delivery and available upon request for a period of 1 year from commissioning or 18 months from delivery by Seller, whichever is informed by sooner. Buyer in writing within ten (10) calendar days after receipt by agrees that if the products are purchased for resale, Buyer and furnished shall make available to its customer at the time of resale a copy of each communication, notice or other action relating such warranty and agrees 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 impose a similar obligation on customers purchasing such suit or proceedingproducts for resale. 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 The goods or products must be used in the practice manner represented to Seller in writing prior to Seller issuing an acknowledgement 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 PUNITIVE, 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 Productorder. If infringement no representation is alleged prior made, generator sets will be deemed to completion of delivery of be used in a Product, Seller may decline to make further shipments without being in breach of this Agreementstand-by mode and configuration. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENT AND SUCH WARRANTY IS EXPRESSLY IN LIEU OF ANY AND ALL REPRESENTATIONS, OTHER WARRANTIES, OR CONDITIONS EXPRESS EXPRESSED OR IMPLIED, IN REGARD THERETOINCLUDING ANY WARRANTY OF SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Buyer agreesREMEDIES UNDER SUCH WARRANTY ARE LIMITED TO THE PROVISION OF MATERIAL AND SERVICES, 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 proceedingAS SPECIFIED THEREIN. SELLER IS NOT RESPONSIBLE FOR INDIRECT OR CONSEQUENTIAL LOSSES AND DAMAGES.

Patents. Seller 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 incurred by, the Buyer insofar as such suit or proceeding 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 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 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 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 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 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. Seller Xxxxxx agrees to settle or defend any suit or proceeding brought against Buyer Xxxxx 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 Xxxxx in writing within ten (10) calendar 10)calendar days after receipt by Buyer Xxxxx 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 ’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 ’s obligations hereunder shall not apply to any alleged infringement occurring after Buyer Xxxxx has received notice of such alleged infringement unless Seller Xxxxxx thereafter gives Buyer Xxxxx 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 PUNITIVE, 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.ARISING

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 ’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 STATESTHE 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 inany suit or proceeding against Seller based on an allegation that any Product furnished hereunder according to designs or designsor specifications furnished by Buyer infringes any patent, provided Buyer is promptly notified in writing of such suit or proceeding orproceeding and is given all authority (including the right to exclusive control of the defense of any suit or proceeding), information proceeding),information and assistance necessary to defend or settle any such suit or proceeding.

Patents. Seller agrees to settle or shall defend any suit or proceeding suits brought against Buyer insofar as such suit or proceeding is based on a claim that any Product use of the Goods manufactured 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 costs finally awarded therein against Buyer, provided that Buyer: promptly notifies Seller is informed by Buyer in writing within ten (10) calendar days after receipt of the filing of such suit or the threat thereof; permits Seller to control completely the defense or compromise of such claim of infringement; and provides all reasonable assistance and cooperation requested 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 Seller for the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceedingsuit. In the event such Product or any part thereof is, that only the Goods manufactured 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 and at its own sole option and expense, either (a) procure provide a commercially reasonable alternative, including but not limited to, procuring for Buyer the right to continue using such Productthe Goods, replacing them with a non-infringing product or modify it modifying them so that it becomes they become non-infringing, or (b) remove such Product, or part thereof, and grant . Buyer a credit thereon and accept its return. agrees that Seller shall not be obligated to settle or defend any suit or proceedingliable for infringement, and that Buyer shall fully indemnify Seller therefore, if infringement is based upon: the use of Goods in connection with goods not manufactured by Seller, or be liable in a manner for any costs which the Goods were not designed by the Seller, or damagesif the Goods were not designed by the Seller, or if the Goods were designed by the Buyer or were modified by or for the Buyer in a manner to cause them to become infringing. TOOLING: Tool, die, and pattern charges, if the Buyer is any, are in breach of any term herein or the alleged infringement arises out of compliance with Buyer's specifications or any addition to or modification the price of the Product after delivery thereof or from use Goods/Services and are due and payable upon completion of the Product tooling. All such tools, dies and patterns shall be and remain the property of Seller. Charges for tools, dies, and patterns do not convey to Buyer title, ownership interests in, or any part thereof rights to possession or removal, nor prevent the use by Seller for other purchasers, except as otherwise expressly provided by Seller and Buyer in conjunction writing with other goods reference to this provision. TAXES: Any tax or in governmental charge payable by the practice Seller because of a processthe manufacture, sale or delivery of the Goods, or provision of Services, may at Seller’s option be added to the price herein specified. Seller's obligations hereunder The foregoing 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. taxes based upon 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’s net income.

Patents. Seller agrees to settle either (at Buyer's continuing option) (a) assume full responsibility for, or defend any suit or proceeding brought against (b) reimburse 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 for 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 related to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit allegation, suit, or proceeding arising out of any third party claim, demand, or cause of action alleging patent infringement by the Goods provided under this Contract which may be brought against Buyer or its agents, customers, or other vendors and Seller further agrees to indemnify Buyer, its agents, customers, or other vendors for any such third party claims, demands, or causes of action from and against any and all expenses, losses, royalties, profits, and damages including court costs and attorneys' fees resulting from any such allegation, suit, or proceeding), information including any settlement. Seller shall not settle any claim without Buyer's prior written approval, which approval may be withheld by Buyer in its sole discretion. Seller represents and assistance necessary warrants to settle Buyer, its customer and the end user that, to the best of Seller's knowledge, the sale and use of the Goods will not infringe any patent, copyright, trademark or defend such suit other intellectual property right of any other third party. If Seller learns of a claim or proceedingpotential claim of infringement, Seller will promptly notify Buyer in writing. In the event such Product or If any Goods and/or any part or component thereof is, in such suit, is held to constitute infringement and the use of such Product said Goods, part or part thereof component is enjoined, in addition to the remedies set forth in this Contract, Seller shall, by its own election and at its own expenseexpense and option (as agreed upon by Buyer), either (a) procure for Buyer and its customer and end user the right to continue using such Productthe Goods, part or component, replace the infringing element with a non-infringing substitute, or modify it the Goods so that it becomes they become non-infringing, or (b) remove such Product, or part thereof, the Goods 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 PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller's liability hereunder shall not exceed refund the purchase price paid by Buyer for and the allegedly infringing Producttransportation cost thereof. If infringement is alleged prior For Goods manufactured to completion of delivery of a ProductBuyer's or its customer's specifications, drawings or designs, Seller hereby assigns to Buyer without reservation all patent rights, copyrights and trademark rights relating to the Goods and all related documents, models, computer drives, specifications and other materials, none of which may decline be used, disclosed or reproduced by Seller except 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 perform 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 proceedingContract.

Patents. Seller Xxxxxx agrees to settle or defend any suit or proceeding brought against Buyer Xxxxx 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 BuyerXxxxx, provided Seller is informed by Buyer Xxxxx in writing within ten (10) calendar days after receipt by Buyer Xxxxx 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 ’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 Xxxxx has received notice of such alleged infringement unless Seller Xxxxxx thereafter gives Buyer Xxxxx 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 INFRINGEMENTnor shall Seller be liable for any incidental or consequential damages arising out of patent infringement. Seller's ’s liability hereunder shall not exceed the purchase price paid by Buyer Xxxxx 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 Xxxxx 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. 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 ’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 ’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 PUNITIVE, 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.ARISING

Patents. Seller agrees warrants that products furnished hereunder shall be delivered free of any rightful claim of any third party for infringement of any valid US or European patent. If notified promptly in writing by Xxxxx and given authority, information and assistance, and contingent upon Buyer not taking any position adverse to Seller in connection with such claim, Seller shall defend, or may settle or defend at its expense, any suit or proceeding brought against Buyer insofar so far as such suit or proceeding is based on a valid claim that any Product constitutes direct for infringement which would result in a breach of any issued United States patent. the warranty stated in this section and Seller shall pay all damages and costs finally awarded therein against Buyer, provided Seller Buyer due to such breach. In case any product or part thereof 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 such an infringement and the use for the purpose intended of such Product said product or part thereof is enjoined, Seller shall, by its own election and at its own expenseexpense and option, either (a) procure for Buyer the right to continue using such Productsaid product or part, or replace same with a non-infringing product or part, or modify it same so that it becomes non-infringing, or remove the product and refund to Buyer the purchase price (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 less reasonable depreciation for any period of use) and any transportation costs or damages, if separately paid by Buyer. The foregoing states the Buyer is in breach entire liability of any term herein or Seller for patent infringement by 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 products or any part thereof in conjunction with other goods or in and is subject to Buyer promptly informing Seller of any claim and allowing Seller full conduct of the practice of a processclaim. Seller's obligations hereunder shall This does 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 liability hereunder shall not exceed the purchase price paid product or part specified by Buyer for or manufactured to Buyer's design, or to the allegedly infringing Productuse of any product furnished hereunder in conjunction with any other product in a combination not furnished by Seller as a part of this transaction. If infringement is alleged prior As to completion of delivery of a Productany such product or part, or use in such combination, 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. assumes no liability whatsoever for patent infringement and Buyer agrees, at its expense, to settle or defend and to pay costs and damages finally awarded in will hold Seller harmless against 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 proceedinginfringement claims arising there from.

Patents. Seller agrees to settle either (at Buyer's continuing option) (a) assume full responsibility for, or defend any suit or proceeding brought against (b) reimburse 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 for 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 related to the alleged infringement and is given all authority (including the right to exclusive control of the defense of any suit allegation, suit, or proceeding arising out of any third party claim, demand, or cause of action alleging patent infringement by the Goods provided under this Contract which may be brought against Buyer or its agents, customers, or other vendors and Seller further agrees to indemnify Buyer, its agents, customers, or other vendors for any such third party claims, demands, or causes of action from and against any and all expenses, losses, royalties, profits, and damages including court costs and attorneys' fees resulting from any such allegation, suit, or proceeding), information including any settlement. Seller shall not settle any claim without Xxxxx's prior written approval, which approval may be withheld by Buyer in its sole discretion. Seller represents and assistance necessary warrants to settle Buyer, its customer and the end user that, to the best of Seller's knowledge, the sale and use of the Goods will not infringe any patent, copyright, trademark or defend such suit other intellectual property right of any other third party. If Xxxxxx learns of a claim or proceedingpotential claim of infringement, Xxxxxx will promptly notify Buyer in writing. In the event such Product or If any Goods and/or any part or component thereof is, in such suit, is held to constitute infringement and the use of such Product said Goods, part or part thereof component is enjoined, in addition to the remedies set forth in this Contract, Seller shall, by its own election and at its own expenseexpense and option (as agreed upon by Buyer), either (a) procure for Buyer and its customer and end user the right to continue using such Productthe Goods, part or component, replace the infringing element with a non-infringing substitute, or modify it the Goods so that it becomes they become non-infringing, or (b) remove such Product, or part thereof, the Goods 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 PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller's liability hereunder shall not exceed refund the purchase price paid by Buyer for and the allegedly infringing Producttransportation cost thereof. If infringement is alleged prior For Goods manufactured to completion of delivery of a ProductBuyer's or its customer's specifications, drawings or designs, Seller hereby assigns to Buyer without reservation all patent rights, copyrights and trademark rights relating to the Goods and all related documents, models, computer drives, specifications and other materials, none of which may decline be used, disclosed or reproduced by Seller except 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 perform 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 proceedingContract.

Patents. Seller agrees to settle or defend If notified promptly in writing of any suit or proceeding action (and all prior claims relating thereto) brought against Buyer insofar as such suit 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 BuyerBuyer in such action, 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 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 to or modification the provisions 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 PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENT. Seller's liability hereunder shall not this clause exceed the purchase price sum paid to ADAP by Buyer for the allegedly infringing Productproduct. If The foregoing states the entire liability of ADAP with respect to alleged infringement is alleged prior to completion of delivery patents and copyrights by the product or any part thereof or by its operation. This Section states the entire liability of a ProductADAP for any infringement of patent, 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 REPRESENTATIONScopyright, WARRANTIEStrademark, OR CONDITIONS EXPRESS OR IMPLIEDtrade secret, IN REGARD THERETOor other intellectual property rights. Buyer agreeswill defend, at its expenseindemnify and hold ADAP harmless against any loss, 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 patentdamages, provided Buyer is promptly notified in writing of such suit or proceeding and is given all authority costs, fees (including the right to exclusive control of the defense attorneys' fees) and expenses awarded against or incurred by ADAP for alleged infringement 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 The customer agrees to settle hold Seller, its officers, directors, agents, sales representatives shareholders, employees and contractors harmless from any claim, loss or expense, including legal fees, arising from any infringement or alleged infringement of patents, trademarks, copyright or the like caused by compliance with designs, specifications or instructions provided directly or indirectly by customer. Except as set forth in the preceding sentence, Seller shall defend any suit action or proceeding brought against Buyer insofar as such suit or proceeding its customer to the limited extent that it is based on a claim that any Product constitutes direct infringement product supplied by Seller under this contract, or any part of such product, infringes on any issued valid patent of the United States patentStates. Seller shall pay all damages not be liable for any costs, expenses, judgment, award or settlement incurred prior to its receipt of written notice of the claim. Seller shall have no liability or responsibility hereunder (1)if the customer fails to give prompt written notice to Seller (2)if the customer fails to provide Seller with authority to defend, settle, and/or appeal the action at Seller’s discretion, (3) if the customer does not give prompt and costs full information and assistance until the matter is finally awarded therein against Buyerresolved, provided or (4) if customer settles or otherwise compromises the matter without the written consent of Seller. Further, Seller’s obligations shall not apply and 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 shall not be liable hereunder for claims relating to products or parts of products (1) which were not designed by Seller (2) are based on designs and specifications provided directly or indirectly by customer or based on modifications or additions made by customer, customer’s customer, or any other third party, or (3) were used in a manner not authorized by Seller. If customer provides notice, authority, assistance and information as aforesaid, Seller shall at its expense and option defend the alleged infringement action and is given all authority (including pay any damages or costs awarded against the customer or settle the claim. Seller shall have the right to exclusive control of select counsel to defend the defense of any suit or proceeding), information and assistance necessary to settle or defend such suit or proceedingclaim. In the event such Product that the claims made against the customer involve matters or any part thereof isissues for which Seller is not required to provide a defense hereunder, Seller’s responsibility shall be reduced to an appropriate and equitable degree. If , in such suitan action defended by Seller, the product produced by Seller is held to constitute infringement and infringement; the use of such Product the product or part thereof is enjoined; AND Seller is liable to purchaser for such infringement, Seller shall, by its own election and shall at its own expenseoption (1) replace the product or part with a non-infringing product (2) modify the product so that it is not infringing (3) remove the product and refund the purchase price and related transportation costs, either or (a4) procure for Buyer the right to continue using such Productthe product or infringing part. Customer agrees that Seller is subrogated to customer’s right to recover expenses and costs relating to defending any claim (including attorney’s fees and expert witness fees) and any payment made to compromise or pay a claim or award from the party making a claim against customer, any insurance policy which is obligated to defend or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereofindemnify customer in connection with the claim, and grant Buyer a credit thereon any other third party. Neither the sale of the product nor the disclosure of information in connection with the sale, conveys any license under patent claims covering combinations of these products with other devices or elements or any manufacturing prices. The foregoing states the entire scope, nature, and accept its return. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable extent of Seller’s liability for any costs or damages, if the Buyer is in breach infringement 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 PUNITIVE, 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 copyright, or proceeding and is given all authority (including the right other proprietary rights relating to exclusive control of the defense of any suit its products or proceeding), information and assistance necessary to defend or settle any such suit or proceedingservices.

Patents. Seller agrees to settle Buyer shall indemnify and hold GKD-USA, Inc. harmless from, and release and not make claim or defend suit against GKD-USA, Inc. because of, any suit suits, claims, losses, or proceeding brought against Buyer insofar as such suit other liability made against, or proceeding is based on a suffered by, GKD-USA, Inc. arising from any claim that any Product constitutes direct of, or infringement of any issued United States patent. Seller shall pay all damages and costs finally awarded therein against , copyright, trademark, or other proprietary right, at common law, or claim of unfair trade competition resuling from, or occasioned by, Seller’s use possession, sale, or delivery of goods made in compliance with designs and/or specifications furnished by Buyer, provided Seller is informed by Buyer including all Seller’s out-of-pocket expenses, including experts’ and attorneys’ fees incurred in writing within ten connection therewith. (10) calendar days after receipt by Buyer and furnished a copy of each communication8) GKD-USA, notice or other action relating to the alleged infringement and is given all authority (including INC. RIGHT OF POSSESSION: GKD-USA, Inc. shall have the right in addition to exclusive control all others it may possess, at any time, for credit reasons or because of Buyer’s default or defaults, to withhold shipments, in whole or in part, and to recall goods in transit, retake same, and repossess all goods which may be stored with GKD-USA, Inc. for Buyer’s account, without the defense necessity of taking any suit other proceedings, and Buyer consents that all goods, so recalled, retaken, or proceeding)repossessed shall become the absolute property of GKD-USA, information and assistance necessary to settle or defend such suit or proceeding. Inc. In the event such Product that Buyer defaults in the due performance of or compliance with any part thereof isof the terms or conditions hereof, or a proceeding in such suitbankruptcy, held to constitute infringement and the use assignment for benefit of such Product creditors, insolvency, receivership or part thereof reorganization be instituted by or against Buyer or Buyer’s property or business, or Buyer is enjoinedanywise liquidated, Seller shallGKD-USA, by its own election and Inc. may, at its own expenseoption, 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, terminate this agreement upon written notice and grant Buyer a credit thereon and accept its returnshall be relieved of all obligations hereunder. Seller shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages, if 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 terms hereof, GKD-USA, Inc. shall have a right to or modification receive as damages the price for the goods as stated herein. Upon recovery of the Product after delivery thereof or from use price, the goods shall become the property of the Product or any part thereof in conjunction with other goods or in the practice of a processBuyer. 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 The foregoing shall not be bound construed as limiting, in any manner by manner, 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 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 rights or remedies available to GKD-USA, Inc. because of any suit or proceeding)default of the Buyer, information under the Uniform Commercial Code of other law as in force and assistance necessary to defend or settle any such suit or proceedingeffect on the date hereof.

Patents. Seller agrees to settle or defend shall defend, indemnify and hold Purchaser and its clients, employees, officers, directors, representatives, agents and invitees harmless against any suit or proceeding brought against Buyer insofar as such suit or proceeding is based on a claim that any Product constitutes direct judgment of 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 communicationcopyright, notice trademark or other action relating intellectual property, with respect to the alleged infringement and any products in their as delivered state. The foregoing indemnity is given all authority conditional upon (including the right i) prompt written notice of any claim to exclusive Seller, (ii) Seller's control of the defense and settlement of any suit or proceeding)claim, information and (iii) reasonable cooperation and assistance necessary to settle or defend such suit or proceeding. In by Xxxxxxxxx in the event such Product or any part thereof is, in such suit, held to constitute infringement defense 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 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 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 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. RETURNED EQUIPMENT 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. SCHEDULED DELIVERY 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.

Patents. Seller agrees to settle If any claim is asserted or defend any suit or proceeding brought action commenced against Buyer insofar as such suit or proceeding is 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 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 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 Seller’s 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 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 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 consentmanufacture, NOR SHALL SELLER BE LIABLE FOR ANY PUNITIVE, 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 Agreementuse or sale thereof. THE FOREGOING STATES SETS FORTH THE SOLE AND EXCLUSIVE SELLER’S ENTIRE LIABILITY OF SELLER FOR PATENT OR TRADEMARK INFRINGEMENT AND IS IN LIEU OF INVOLVING THE EQUIPMENT OR ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESS OR IMPLIED, IN REGARD THERETOPART THEREOF. Buyer agrees, at its expense, Nothing in this Agreement shall be deemed to settle grant any license 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 Buyer, express or implied, under any suit patents or proceeding)patent application, information and assistance necessary to defend design patent or settle any such suit trademark owned or proceeding.controlled by Seller. Premier Packaging Corp. Victor, NY Expertfold 100 X Xxxxxxxx Xx. 000000X December 7, 2018

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 Buyer 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, without first obtaining the written consent of Buyer, provided in any manner advertise, publish, or disclose the fact that Seller is informed by has contracted with 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 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 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 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 proceedingprovision hereof.

Patents. Seller 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 the Buyer insofar as such suit or proceeding is 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 Buyer, provided Seller the Buyer due to such infringement. ATS Confidential — Do not copy or distribute TASER International Cartridge Assembly Line In case the ATS Product is informed by Buyer held in writing within ten (10) calendar days after receipt by Buyer 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 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 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 Agreementclaim arising therefrom. THE FOREGOING STATES THE SOLE AND EXCLUSIVE ENTIRE LIABILITY OF SELLER ATS FOR PATENT INFRINGEMENT AND IS IN LIEU OF BY THE ATS PRODUCT OR 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 proceedingPART THEREOF.

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 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 PUNITIVEnor shall Seller be liable for any incidental, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PATENT INFRINGEMENTspecial, indirect or consequential damages arising out of patent infringement. Seller'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 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 shall pay all damages and costs finally awarded therein against BuyerCustomer, provided Seller is informed by Buyer Customer in writing within ten (10) calendar days after receipt by Buyer 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 shall, by its own election and at its own expense, either (a) procure for Buyer Customer the right to continue using such Product, or modify it so that it is becomes non-infringing, infringing or (b) remove such Product, or part thereof, and grant Buyer Customer 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 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. Seller's ’s obligations hereunder shall not apply to any alleged infringement occurring after Buyer Customer has received notice of such alleged infringement unless Seller thereafter gives Buyer Customer 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 Customer 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 Customer 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 Customer infringe any patent, provided Buyer 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 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 Buyer 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. 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 The copy of each communication, notice or other action relating filed herewith omits the information subject to the alleged confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. EXHIBIT 10.2 Seller sole authority through its counsel to defend and/or settle the matter; and (d) Customer cooperates and assists with such defense and/or settlement. In case the Product is, or may become, the subject of any such proceeding, Seller may, and in the event the Product is held in such suit to 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 Buyer has received detailed 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 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 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.