Common use of GCT Clause in Contracts

GCT. Subject to Article 16.3 below, GCT shall defend DISTRIBUTOR and its officers, directors and employees from and against any third party claim or action to the extent such claim or action in based on a third party claim that use of the Products in compliance with any applicable specifications provided by GCT infringes such third party’s United States patent, copyright, trademark, or misappropriates such third party’s trade secret, and GCT will pay those damages and costs finally awarded against DISTRIBUTOR in any monetary settlement of such suit or action which are specifically attributable to such claim. The foregoing obligation of GCT does not apply with respect to Product or portions or components thereof (a) that are not supplied by GCT, (b) that are used in violation of this Agreement or in a manner not provided for or described in documentation accompanying the Products, or used in combination with any other software, hardware, network or system, (c) that are modified after shipment by GCT, if the alleged infringement relates to such modification, (d) that are combined with other products, processes or materials where the alleged infringement relates to such combination, (e) with respect to which DISTRIBUTOR continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (f) where DISTRIBUTOR’s use of the Product is incident to an infringement not resulting primarily from the Products. If any Product or any portion of a Product becomes, or in GCT’s opinion is likely to become, the subject of a claim of infringement, then GCT may, at its option and expense, (i) procure for DISTRIBUTOR the right to continue using the Product or portion of a Product, as the case may be, or (ii) replace or modify the affected Product or portion of a Product, as the case may be, so that it becomes non-infringing. If neither alternative is reasonably available, GCT may terminate this Agreement. THE FOREGOING STATES GCT’S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.

GCT. Subject to Article 16.3 below, GCT shall defend DISTRIBUTOR and its officers, directors and employees from and against any third party claim or action to the extent such claim or action in based on a third party claim that use of the Products in compliance with any applicable specifications provided by GCT infringes such third party’s United States patent, copyright, trademark, or misappropriates such third partypatty’s trade secret, and GCT will pay those damages and costs finally awarded against DISTRIBUTOR in any monetary settlement of such suit or action which are specifically attributable to such claim. The foregoing obligation of GCT does not apply with respect to Product or portions or components thereof (a) that are not supplied by GCT, (b) that are used in violation of this Agreement or in a manner not provided for or described in documentation accompanying the Products, or used in combination with any other software, hardware, network or system, (c) that are modified after shipment by GCT, if the alleged infringement relates to such modification, (d) that are combined with other products, processes or materials where the alleged infringement relates to such combination, (e) with respect to which DISTRIBUTOR continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (f) where DISTRIBUTOR’s use of the Product is incident to an infringement not resulting primarily from the Products. If any Product or any portion of a Product becomes, or in GCT’s opinion is likely to become, the subject of a claim of infringement, then GCT may, at its option and expense, (i) procure for DISTRIBUTOR the right to continue using the Product or portion of a Product, as the case may be, or (ii) replace or modify the affected Product or portion of a Product, as the case may be, so that it becomes non-infringing. If neither alternative is reasonably available, GCT may terminate this Agreement. THE FOREGOING STATES GCT’S ’ S ENTIRE LIABILITY FOR INFRINGEMENT CLAIMS.