Common use of PATENT AND COPYRIGHT INDEMNIFICATION Clause in Contracts

PATENT AND COPYRIGHT INDEMNIFICATION. Motorola agrees to defend, at its expense, any suits against Buyer based upon a claim that any Motorola manufactured products furnished hereunder directly infringe a U.S. patent or copyright and to pay costs and damages finally awarded in any such suit, provided that Motorola is notified promptly in writing of the suit and at Motorola's request and at its expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any such product(s) furnished hereunder is enjoined as a result of such suit, Motorola, at its option and at no expense to Buyer, shall obtain for Buyer the right to use or sell such product(s) or shall substitute an equivalent product reasonably acceptable to Buyer and extend this indemnity thereto or shall accept the return of such product(s) and reimburse Buyer the purchase price therefore, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the combination of any such product(s) furnished hereunder and other elements nor does it extend to any such product(s) of Buyer's design or formula. The foregoing states the entire liability of Motorola for patent or copyright infringement. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS OR COPYRIGHTS. COPYRIGHTS AND MASK WORKS. Motorola mask works and other works of authorship may be used in and redistributed only with the Products associated with same. No other use, including without limitation reproduction, modification or disassembly of such Motorola mask works or other works of authorship is permitted.

PATENT AND COPYRIGHT INDEMNIFICATION. a. Motorola agrees to defend, at indemnify, and hold harmless MSD, its expenseaffiliates, and their respective officers, directors, employees, agents, and other representatives from and against any suits third party judgments, losses, damages, liabilities, costs or expenses (including, but not limited to, reasonable attorneys' fees and legal expenses) against Buyer Master Services Distributor based upon a claim that any Motorola manufactured products Product furnished hereunder by Motorola directly infringe infringes a U.S. valid patent or copyright in the Territory, and to pay costs and damages finally awarded based upon such claim in any such suit, provided that Motorola is is: (i) promptly notified promptly by Master Services Distributor in writing as soon as reasonably practicable after Master Services Distributor first becomes aware of the suit claim of infringement or misappropriation, but in no event later than fifteen (15) days from the date on which Master Services Distributor first received notice of such claim; and (ii) at Motorola's request and at its expense is given sole control of said the suit and all requested assistance for defense of same. Motorola shall not be liable for any settlement made without Motorola's written consent. If the use or sale of any such product(s) Product furnished hereunder under this Agreement is enjoined as a result of such suit, Motorola, Motorola at its sole option and at no expense to BuyerMaster Services Distributor, shall will: (i) obtain for Buyer Master Services Distributor the right to use or sell such product(sProducts; (ii) or shall substitute an equivalent product reasonably acceptable to Buyer Master Services Distributor and extend this indemnity thereto or shall thereto, or; (iii) accept the return of such product(s) the Products and reimburse Buyer Master Services Distributor the purchase price therefore, less a reasonable charge for reasonable wear and tearprior use, if any. If the infringement is alleged prior to completion of delivery of the Products, Motorola shall have the right to decline to make further shipments without being in breach of this Agreement. This indemnity does not extend to any suit based upon any infringement or alleged infringement of arising from Products furnished by Motorola that are: (i) altered in any patent way by Master Services Distributor or copyright any third party if the alleged infringement would not have occurred but for such alteration; (ii) combined with any other products or elements not furnished by the combination of Motorola; or (iii) designed and/or manufactured in accordance with Master Services Distributor's designs, specifications, or instructions. In no event shall Motorola's liability resulting from its indemnity obligation to Master Services Distributor extend in any such product(s) furnished hereunder and other elements nor does it extend way to royalties payable based on a per use basis, or subscriber revenues derived by Master Services Distributor there from, or any such product(s) of Buyer's design or formularoyalty basis. The foregoing states indemnity provided in this section is the sole, exclusive, and entire liability of Motorola and the remedies provided in this section shall be Master Services Distributor's exclusive remedies against Motorola for patent or copyright infringement. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS OR COPYRIGHTS. COPYRIGHTS AND MASK WORKS. Motorola mask works , whether direct or contributory, and other works is provided in lieu of authorship may be used all warranties, express, implied or statutory in and redistributed only with regard thereto, including, without limitation, the Products associated with same. No other use, including without limitation reproduction, modification or disassembly of such Motorola mask works or other works of authorship is permittedwarranty against infringement specified in the Uniform Commercial Code.

PATENT AND COPYRIGHT INDEMNIFICATION. a. Motorola agrees to defend, at its expense, any suits against Buyer Distributor and third parties purchasing Motorola products from Distributor based upon a claim that any Motorola manufactured products Products furnished hereunder directly infringe infringes a U.S. patent or copyright legally recognized and enforceable within the Territory. Subject to the conditions and limitations of liability stated in this Agreement, Motorola shall pay costs and damages finally awarded in any such suit, provided that Motorola is notified promptly in writing of the suit and at Motorola's request and at its expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any such product(sProduct(s) furnished hereunder is enjoined as a result of such suit, Motorola, Motorola at its option and at no expense to BuyerDistributor, shall obtain for Buyer Distributor the right to use or sell such said product(s) or shall substitute an equivalent product reasonably acceptable to Buyer Distributor and extend this indemnity thereto or shall accept the return of such product(sthe Product(s) and reimburse Buyer Distributor the purchase price therefore, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any products furnished by Motorola or by the combination of any such product(sProducts(s) furnished hereunder by Motorola and other elements nor does it extend to any such product(sproducts(s) of BuyerDistributor's design or formula. The foregoing states the entire liability of Motorola for patent or copyright infringement. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS OR COPYRIGHTS. COPYRIGHTS AND MASK WORKS. Motorola mask works and other works of authorship may be used in and redistributed only with the Products associated with same. No other use, including without limitation reproduction, modification or disassembly of such Motorola mask works or other works of authorship is permitted.

PATENT AND COPYRIGHT INDEMNIFICATION. a. Motorola agrees to defend, at its expense, any suits against Buyer Exclusive Master Services Distributor and third parties purchasing Motorola products from Exclusive Master Services Distributor based upon a claim that any Motorola manufactured products Products furnished hereunder directly infringe infringes a U.S. patent or copyright legally recognized and enforceable within the Territory. Subject to the conditions and limitations of liability stated in this Agreement, Motorola shall pay costs and damages finally awarded in any such suit, provided that Motorola is notified promptly in writing of the suit and at Motorola's request and at its Motorola's expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any such product(sProduct(s) furnished hereunder is enjoined as a result of such suit, Motorola, Motorola at its option and at no expense to BuyerExclusive Master Services Distributor, shall obtain for Buyer Exclusive Master Services Distributor the right to use or sell such said product(s) or shall substitute an equivalent product reasonably acceptable to Buyer Exclusive Master Services MOTOROLA CONFIDENTIAL PROPRIETARY [***] Denotes Confidential Treatment Requested Distribution Agreement BrightStar Corp. 11/20/2002 Page 8 Distributor and extend this indemnity thereto or shall accept the return of such product(sthe Product(s) and reimburse Buyer Exclusive Master Services Distributor the purchase price therefore, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any products furnished by Motorola or by the combination of any such product(sProducts(s) furnished hereunder by Motorola and other elements nor does it extend to any such product(sproducts(s) of BuyerExclusive Master Services Distributor's design or formula. The foregoing states the entire liability of Motorola for patent or copyright infringement. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS OR COPYRIGHTS. COPYRIGHTS AND MASK WORKS. Motorola mask works and other works of authorship may be used in and redistributed only with the Products associated with same. No other use, including without limitation reproduction, modification or disassembly of such Motorola mask works or other works of authorship is permitted.

PATENT AND COPYRIGHT INDEMNIFICATION. (a). Motorola agrees to defend, at its expense, any suits against Buyer based upon a claim that any Motorola manufactured products Product(s) furnished hereunder directly infringe infringes a U.S. patent or copyright and to pay costs and damages finally awarded in any such suit, provided that Motorola is notified promptly in writing of the suit and at Motorola's request and at its expense is given control of said suit and all requested assistance for defense of same. If the use or sale of Buyer agrees that if any such product(sProduct(s) furnished hereunder becomes or in Motorola's opinion is likely to be the subject of such a claim or is enjoined as a result of such suit, Motorola, Buyer will permit Motorola at its option and at no expense to Buyer, shall (i) to obtain for Buyer the right to use or sell such product(ssaid Product(s); or (ii) or shall to substitute an equivalent product reasonably acceptable to Buyer and extend this indemnity thereto thereto; or shall (iii) if neither of the foregoing options are available on terms which are reasonable in Motorola's judgment, Motorola will accept the return of such product(sProduct(s) and reimburse Buyer the purchase price thereforetherefor, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the combination alteration of any such product(sProduct(s) furnished hereunder and by Motorola or by the combination, operation or use of any Products(s) furnished by Motorola with other elements nor does it extend to any such product(sproducts(s) of Buyer's design own design, specification or formula. The foregoing states the entire liability of Motorola for patent or copyright infringement. (b). IN NO EVENT SHALL WILL MOTOROLA BE LIABLE FOR INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS PATENTS, TRADEMARKS OR COPYRIGHTS. COPYRIGHTS AND MASK WORKS. Motorola mask works and other works of authorship may be used in and redistributed only with the Products associated with same. No other use, including without limitation reproduction, modification or disassembly of such Motorola mask works or other works of authorship is permitted.