Common use of Defense and Indemnity Clause in Contracts

Defense and Indemnity. Subject to the exclusions and conditions below, Microchip will defend any suit or proceeding brought against Customer to the extent it is based upon a claim that Goods manufactured and supplied by Microchip to Customer directly infringe a valid United States or European Union member country patent or copyright (“Claim”). Notwithstanding the foregoing, Microchip will have no liability or obligation under this Section 10 regardless of the theory of the Claim where the Claim arises out of or is connected with: (a) Microchip’s compliance with Customer’s designs or specifications; (b) Customer’s use of the Goods in combination with any other product, process, or system, (c) modification of the Goods after Microchip delivered them, (d) use of the Goods in a manner for which they were not designed, or (e) Microchip’s compliance with standards issued by any public or private standards body, and the alleged infringement would not have occurred but for such standard. If a suit or claim is brought against Microchip alleging that Goods violate a patent, copyright, database right, trademark, or other intellectual property right and any of the events (a) – (d) in the preceding paragraph occur, Customer will defend that suit or claim and indemnify Microchip and keep Microchip indemnified for, from, and against all damages and costs awarded against Microchip, including reasonable attorneys’ fees and costs.

Defense and Indemnity. Subject to the exclusions and conditions below, Microchip will defend any suit or proceeding brought against Customer to the extent it is based upon a claim that Goods manufactured and supplied by Microchip to Customer directly infringe a valid United States or European Union member country patent or copyright (“Claim”). Notwithstanding the foregoing, Microchip will have no liability or obligation under this Section 10 regardless of the theory of the Claim where the Claim arises out of or is connected with: (a) Microchip’s compliance with Customer’s designs or specifications; (b) Customer’s use of the Goods in combination with any other product, process, or system, (c) modification of the Goods after Microchip delivered them, (d) use of the Goods in a manner for which they were not designed, (e) any Third-Party Products, or (ef) Microchip’s compliance with standards issued by any public or private standards body, and the alleged infringement would not have occurred but for such standard. If a suit or claim is brought against Microchip alleging that Goods violate a patent, copyright, database right, trademark, or other intellectual property right and any of the events (a) – (d) in the preceding paragraph occur, Customer will defend that suit or claim and indemnify Microchip and keep Microchip indemnified for, from, and against all damages and costs awarded against Microchip, including reasonable attorneys’ fees and costs.

Defense and Indemnity. Subject to the exclusions and conditions below, Microchip will defend any Microchipwill defendany suit or proceeding brought proceedingbrought against Customer to the extent it is based upon a claim that Goods manufactured and manufacturedand supplied by Microchip to Customer directly infringe a valid United States or European Union member country patent or copyright (“Claim”). Notwithstanding the foregoing, Microchip will Microchipwill have no liability or obligation under this Section 10 regardless of the theory of the Claim where the wherethe Claim arises out of or is connected with: (a) Microchip’s compliance with Customer’s designs or specifications; (b) Customer’s use of the Goods in combination with any other product, process, or system, (c) modification of the Goods after Microchip delivered themdeliveredthem, (d) use of the Goods in a manner for which they were not designed, (e) any Third-Party Products, or (ef) Microchip’s compliance with standards issued by any public or private standards body, and the alleged infringement would not wouldnot have occurred but for such standard. If a suit or claim is claimis brought against Microchip alleging Microchipalleging that Goods violate a patent, copyright, database right, trademark, or other intellectual property right and any of the events (a) – (d) in the preceding paragraph occur, Customer will defend that suit or claim and indemnify Microchip and keep Microchip indemnified forMicrochipindemnifiedfor, from, and against all damages and costs awarded against Microchip, including reasonable attorneys’ fees and costs.