Common use of CCSI Indemnification Clause in Contracts

CCSI Indemnification. CCSI shall indemnify and hold GE, its Affiliates, -------------------- customers and sublicensees harmless, and hereby forever releases and discharges GE, its Affiliates, customers, and sublicensees, from and against all liabilities, damages and expenses, including attorneys' and experts' fees and costs, arising out of any claim of patent or copyright infringement brought by a Third Party because of the manufacture, use or sale of, or offer to sell, any Product supplied by CCSI to GE, its Affiliates, customers or sublicensees, provided such use is in accordance with Product or XONON Control Algorithm specifications and CCSI is notified promptly of receipt of the Third Party claim and CCSI is given full control of any defense against such claim. If as a result of the claim, the use by GE of the Product or XONON Control Algorithm is enjoined, then CCSI shall at its option (i) obtain the appropriate license from the Third Party claimant to enable GE and its customers to continue such Product or XONON Control Algorithm use, (ii) modify the Product or XONON Control Algorithm so that it no longer is infringing, but still satisfies agreed upon performance specifications, or (iii) replace the Product or XONON Control Algorithm with a non-infringing Product or XONON Control Algorithm which satisfies agreed upon performance specifications. In the event CCSI is unable to eliminate the infringement by any of the aforementioned measures, then CCSI and GE shall meet and agree on possible alternatives which, as a last resort, shall include CCSI taking back any infringing Product or XONON Control Algorithm and refunding the purchase price for such Product or XONON Control Algorithm, subject to GE's agreement which shall not be unreasonably withheld.

CCSI Indemnification. CCSI shall indemnify and hold GE, its Affiliates, -------------------- customers and sublicensees harmless, and hereby forever releases and discharges GE, its Affiliates, customers, and sublicensees, from and against all liabilities, damages and expenses, including attorneys' and experts' fees and costs, arising out of any claim of patent or copyright infringement brought by a Third Party because of the manufacture, use or sale of, or offer to sell, any Product supplied by CCSI to GE, its Affiliates, customers or sublicensees, provided such use is in accordance with Product or XONON Control Algorithm specifications and CCSI is notified promptly of receipt of the Third Party claim and CCSI is given full control of any defense against such claim. If as a result of the claim, the use by GE of the Product or XONON Control Algorithm is enjoined, then CCSI shall at its option (i) obtain the appropriate license from the Third Party claimant to enable GE and its customers to continue such Product or XONON Control Algorithm use, (ii) modify the Product or XONON Control Algorithm so that it no longer is infringing, but still satisfies agreed upon performance specifications, or (iii) replace the Product or XONON Control Algorithm with a non-infringing Product or XONON Control Algorithm which satisfies agreed upon performance specifications. In the event CCSI is unable to eliminate the infringement by any of the aforementioned measures, then CCSI and GE shall meet and agree on possible alternatives which, as a last resort, shall include CCSI taking back any infringing Product or XONON Control Algorithm and refunding the purchase price for such Product or XONON Control Algorithm, subject to GE's agreement which shall not be unreasonably withheld. THE SYMBOL "[*]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.