Common use of Intellectual Property Warranty and Indemnity Clause in Contracts

Intellectual Property Warranty and Indemnity. Maplesoft warrants to YOU that the Software will not infringe any registered patent, copyright, trademark or trade secret right or other intellectual property right of a third party resident in Canada or the United States (collectively, the “IP Rights”). Maplesoft shall hold YOU harmless from costs, losses, damages and liability which may be incurred on account of a finding of infringement of IP Rights by the Software by a court of competent jurisdiction, and Maplesoft shall, at its own expense, defend all claims, suits or actions alleging such infringement of IP Rights, against YOU, provided that Maplesoft (i) is promptly notified of such claims, suits and actions, (ii) given all evidence in YOUR possession, and (iii) given reasonable assistance by YOU in, and sole control of, the defence thereof and all negotiations for its settlement or compromise. In the event of such a claim of infringement of IP Rights, Maplesoft’s obligation under this Agreement shall be fulfilled if Maplesoft: (i) obtains a license for YOU to continue the use the Software, or (ii) replaces or modifies the Software so as to be commercially substantially equal but non-infringing, provided, however, that if none of these options are reasonably available to Maplesoft, then upon written request by Maplesoft, YOU shall return the Software and Maplesoft will refund the Fees paid for the Software. The indemnification under this Section shall not apply to any claim of infringement of IP Rights which may be brought resulting from (1) any unauthorized use of the Software; (2) any use of the Software in a manner for which the Software was not designed or in combination with any other product, which combination is the cause of the IP infringement; (3) any unauthorized modifications to the Software made by YOU; (4) any wilful act by YOU contrary to the terms of the License; or (5) any settlement or compromise incurred or made by YOU without Maplesoft’s prior written consent. The above states the entire liability of Maplesoft with respect to infringement of IP Rights by the Software and is in lieu of all warranties, express, implied or statutory, in regard thereto.

Intellectual Property Warranty and Indemnity. Maplesoft FiberCore warrants that it owns or has a right or license in all of the patents and other intellectual property rights required: (i) to YOU manufacture and sell the Product to CommScope and (ii) for CommScope to use the Products for their intended use and to sell to its customers products incorporating the Products. FiberCore agrees that it shall, at its own expense and to the Software will not infringe extent hereafter stated, indemnify, defend and hold CommScope and its customers harmless in any registered patentdispute, copyrightsuit or proceeding (including any claim for temporary or permanent injunctive relief) insofar as the same is based on a claim that any Product furnished hereunder, trademark or trade secret right the use thereof for its intended purpose, infringes any United States or foreign patent or other intellectual property right of a third party resident any person throughout the world. FiberCore's obligations are conditioned upon CommScope's delivery to FiberCore of prompt notice of any such dispute, suit or proceeding and permission to allow FiberCore through its counsel to defend the same. CommScope shall cooperate with FiberCore in Canada such defense or settlement negotiations and shall provide FiberCore with any reasonably requested information and assistance, at FiberCore's sole expense. Unless FiberCore does not defend (for reasons other than described below under which FiberCore has no obligation to defend) any such suit or proceeding after being given reasonable notice of and opportunity to defend the United States (collectivelysame, the “IP Rights”). Maplesoft CommScope shall hold YOU harmless from costs, losses, damages and liability which may be incurred on account of a finding not make any admission of infringement or settle the suit or proceeding without FiberCore's consent. Notwithstanding the foregoing, FiberCore shall have no obligation to defend or settle any claim for any infringement or violation of IP Rights by the Software by a court of competent jurisdiction, and Maplesoft shall, at its own expense, defend all claims, suits any patent or actions alleging such infringement of IP Rights, against YOU, provided that Maplesoft other intellectual property right (i) is promptly notified of arising solely from compliance with CommScope's Specifications, but only to the extent such claims, suits Specifications are in addition to or different from those Specifications set forth on Appendix C and actions, (ii) given all evidence in YOUR possession, and (iii) given reasonable assistance by YOU in, and sole control of, are different from or exceed FiberCore's standard specifications for the defence thereof and all negotiations for its settlement or compromise. In the event of such a claim of infringement of IP Rights, Maplesoft’s obligation under this Agreement shall be fulfilled if Maplesoft: (i) obtains a license for YOU to continue the use the Software, Product or (ii) replaces relating to the combination of any Product furnished hereunder with any other product, whether or modifies not furnished by FiberCore, for use in the Software so as manufacture of fiber optic cable or other CommScope product. FiberCore hereby represents and warrants that it does not hold or have the right to be commercially substantially equal but non-infringing, use any patents or licenses related to the combination or use of the Products in the manufacture of fiber optic cable; provided, however, that if none FiberCore agrees to provide, within fifteen (15) days of these options are reasonably available receiving such information, written notice to MaplesoftCommScope of any patents or licenses, then upon written request whether held by MaplesoftFiberCore or any third party, YOU shall return relating to the Software and Maplesoft will refund the Fees paid for the Software. The indemnification under this Section shall not apply to any claim of infringement of IP Rights which may be brought resulting from (1) any unauthorized combination or use of the Software; (2) any use Product in the manufacture of the Software in a manner for which the Software was not designed or in combination with any other product, which combination is the cause of the IP infringement; (3) any unauthorized modifications to the Software made by YOU; (4) any wilful act by YOU contrary to the terms of the License; or (5) any settlement or compromise incurred or made by YOU without Maplesoft’s prior written consent. The above states the entire liability of Maplesoft with respect to infringement of IP Rights by the Software and is in lieu of all warranties, express, implied or statutory, in regard theretofiber optic cable.