Common use of PATENT AND COPYRIGHT INDEMNITY Clause in Contracts

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shall, at its own expense, defend or settle any suit or proceeding that is instituted against Licensee to the extent such suit or proceeding alleges that any Products licensed by The Backbone hereunder infringes any intellectual property right of a third party, and shall pay all damages awarded therein against Licensee or agreed upon in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing of any such suit, proceeding or threat thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suit. 8.2 The above provision shall not apply to, and The Backbone shall have no liability or obligation for, any infringement arising from the following: (i) any modification, servicing or addition made to the Product by anyone other than The Backbone; (ii) the use of such a Product as a part of or in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use of any Third Party Products. This exclusion applies to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current release. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalent.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shall9.1 Kentik shall defend, at indemnify and hold Customer and its own expenseofficers, defend directors, employees, subsidiaries and shareholders harmless against any loss, damage or settle any suit costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceeding that is instituted against Licensee to the extent such suit or proceeding alleges that any Products licensed by The Backbone hereunder infringes any intellectual property right of a third party, and shall pay all damages awarded therein against Licensee or agreed upon in settlement by The Backbone; provided that Licensee proceedings ("Claims") (i) gives The Backbone immediate notice in writing made or brought against Customer by a third party alleging that the use of any the SaaS Services as contemplated hereunder infringes the U.S. intellectual property rights of such suit, proceeding third party or threat thereof; (ii) permits The Backbone based on a violation of any statute, law, ordinance or regulation by Xxxxxx, provided that Customer (a) promptly gives written notice of the Claim to Kentik; (b) gives Xxxxxx sole control, through counsel control of The Backbone’s choice, to answer the charge defense and settlement of infringement and defend and/or the Claim (provided that Kentik may not settle such suitany Claim unless it unconditionally releases Customer of all liability); and (iiic) gives The Backbone all the needed information, reasonable assistance and authorityprovides to Kentik, at The Backbone’s expenseXxxxxx's cost, to enable The Backbone to defend or settle such suitall reasonable assistance. 8.2 The above provision shall not apply to9.2 As it relates to 9.1(i), and The Backbone shall have no liability or obligation for, any infringement arising from the following: (i) any modification, servicing or addition made to the Product by anyone other than The Backbone; (ii) the use of such a Product as a part of or in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use of any Third Party Products. This exclusion applies to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current release. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone Kentik may, at its sole option and expense and without any cost or harm to Licenseeexpense: (i) procure for Licensee Customer the right to continue using the SaaS Services under the terms of this Agreement; (ii) replace or modify the SaaS Services to be non- infringing without material decrease in functionality; or (iii) if the foregoing options are not reasonably practicable, terminate the right to use the infringing SaaS Services and Reseller shall refund to Customer the prepaid fees for the remainder of the Initial Term or then-current Extension Term as measured from the date of termination. 9.3 As it relates to 9.1(i), Kentik shall have no liability for any Claim to the extent the Claim is based upon (i) the use of the SaaS Services in combination with any other product, service or device not furnished, recommended or approved by Kentik, if such ProductClaim would have been avoided by the use of 9.4 The provisions of this Section 9 set forth Xxxxxx’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of third party intellectual property rights of any kind. 9.5 Customer shall defend, indemnify and hold Kentik, its officers, directors, employees, subsidiaries and shareholders harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with all Claims arising out of (i) a violation of any statute, law, ordinance, or regulation by Customer; and/or (ii) substitute a functionally equivalent, non- infringing unit Customer Data used in conjunction with the SaaS Services. Xxxxxx shall have the right to participate in such defense with counsel of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalentits own choosing at its expense.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shallA. Xxxxxx warrants that, at its own expense, defend or settle any suit or proceeding that is instituted against Licensee to the extent such suit best of its knowledge, the Services, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right or proceeding alleges other intellectual property right of any third party. If Customer promptly notifies Hxxxxx in writing of a third party claim against Customer that any Products licensed of the Equipment, Software or Service provided by The Backbone hereunder Hxxxxx infringes any a patent, copyright trade secret or other intellectual property right of a third party, Hxxxxx will indemnify, defend and hold Customer harmless with respect to such claim at Hxxxxx’ expense and will pay any costs or damages that may be finally determined against Customer. In the event of any such claim, HNS shall pay have the right to control the defense thereof and Customer shall provide such reasonable assistance and information, at HNS’ expense, as HNS requests in writing and as it is available to Customer. B. Further, if any such item is, or in Hxxxxx’ opinion is likely to be, held to constitute an infringing product, Hxxxxx shall at its expense and option either (a) procure the right for Customer to continue using it, (b) replace it with a non-infringing equivalent reasonably acceptable to Customer, (c) modify it to make it non-infringing or (d), only if the remedies above are impracticable, accept return of such item and, in addition to the indemnification obligations above and such other rights and remedies of Customer available herein, refund to Customer the fees paid for such item less a reasonable amount for Customer’s use of the relevant item up to the time of return. C. Notwithstanding the above, HNS will not be liable for any such damages or costs attributable to claims resulting from (i) HNS' compliance with Customer’s designs, specifications, or instructions, (ii) use of any item provided by HNS in combination with products not supplied by HNS, to the extent the claim would not have otherwise arisen but for such combined use, or (iii) a manufacturing or other process carried out by or through Customer and utilizing any item provided by HNS that constitutes either direct or contributory infringement of any patent or other intellectual property right,. In addition, the exclusion from HNS’ intellectual property indemnity, as described in Section 9(e) of the Development Services Agreement heretofore entered into by the parties, as said exclusion applies to claims of infringement which would not have arisen but for such development work, shall continue to apply. All such claims for which HNS has no indemnity obligation are hereafter referred to as "Other Claims". Customer will indemnify HNS from any and all losses, liabilities, damages and costs finally awarded therein against Licensee or agreed upon in any settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing of a claim for infringement of any patent or intellectual property right in any suit resulting from Other Claims, and from reasonable expenses incurred by HNS in defense of such suit, proceeding or threat suit if Customer does not undertake the defense thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suit. 8.2 D. The above provision foregoing indemnity shall not apply to, be Customer’s sole and The Backbone shall have no liability or obligation for, exclusive remedy for any patent and copyright infringement claims arising from the following: (i) any modification, servicing or addition made to the Product by anyone other than The Backbone; (ii) out of the use of such a Product as a part of or the Equipment, Software and documentation provided to Customer hereunder, and is in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use lieu of any Third Party Products. This exclusion applies other indemnity or warranty, express or implied, with respect to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current releaseintellectual property. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalent.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shallGeoQuest shall defend, or at its own expenseoption settle, defend or settle any suit or proceeding that is instituted against Licensee to the extent such suit or proceeding alleges that any Products licensed by The Backbone hereunder infringes any intellectual property right of a third party, and shall pay all damages awarded therein against Licensee or agreed upon in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing of any such suitclaim, proceeding or threat thereof; action brought against Customer based upon a claim that a Product supplied by GeoQuest constitutes a direct infringement of a patent or copyright issued under the laws of the country of original delivery, and GeoQuest shall pay those costs and damages finally awarded against Customer in any such action or proceeding which result from any such claim, provided always that GeoQuest shall have no liability under this Article: (iia) permits The Backbone unless GeoQuest is notified promptly in writing by Customer of each notice and communication regarding such claim, is given the complete authority, information and assistance necessary for such defense, and is given sole controlcontrol of the defense of any action on such claim and of all negotiations for its settlement or compromise, through counsel or (b) if Customer makes any admission regarding infringement. Should a Product become, or in GeoQuest's opinion be likely to become, the subject of The Backbone’s choicea claim of infringement or the like under such patent or copyright laws, Customer shall permit GeoQuest, at GeoQuest's option, to answer either: (a) procure for Customer the charge right to continue using the Product, (b) replace or modify the Product so that it becomes non-infringing (provided the same level of infringement functionality is maintained), or (c) accept the return of the Product and defend and/or settle grant Customer a credit for the then depreciated value of the infringing Product, which for the purposes of this Article shall be presumed to depreciate by one-fifth (1/5) of its purchase price per year. If the infringing Product is leased or rented to Customer, GeoQuest may terminate the lease or rental and Customer's sole remedy in such suit; and (iii) gives The Backbone all case shall be the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle return by GeoQuest of any payments made by Customer for periods after such suit. 8.2 The above provision shall not apply to, and The Backbone termination. GeoQuest shall have no liability or obligation for, to Customer under this Article for any patent or copyright infringement arising from the followingor claim thereof based upon: (ia) any modificationGeoQuest's compliance with Customer's specifications, servicing or addition made to the Product by anyone other than The Backbone; (iib) the use of such a Product as a part of or in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; with other items not furnished or approved in writing by GeoQuest, (ivc) use of any Third Party Products. This exclusion applies unauthorized addition to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current release. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit modification of the Product; , (iiid) modify any use of the Product in the performance of a method or process (practice of a process), except where such Product so that it no longer infringes but remains functionally equivalentpractice is solely completed by or within the Product, or (e) information, service or assistance provided by GeoQuest to Customer, excluding software programs and maintenance/operation manuals. Customer shall defend and hold GeoQuest harmless against any expense, judgment or loss for alleged infringement of any patent, copyright or other proprietary right which results from a claim based upon (a), (b), (c), (d), or (e).

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shall(a) Roxio agrees to defend, or at Roxio’s option settle, at its Roxio’s own expenseexpense and under Roxio’s sole control, defend or settle any claim, suit or proceeding that is instituted brought against Licensee Distributor on the issue of infringement of any United States patent, copyright or trademark, or the misappropriation of a trade secret, by a Product purchased by Distributor hereunder, subject to the extent limitations herein. Roxio shall pay any final judgment entered in such action. Roxio shall be relieved of the foregoing obligations unless Distributor (i) notifies Roxio promptly in writing of such claim, suit or proceeding; and (ii) gives Roxio information and assistance to settle or defend any such claim. If a Product, or any part thereof, are finally adjudicatively determined to be, or in Roxio’s sole opinion may become, the subject of any claim, suit or proceeding alleges that for infringement of any Products licensed by The Backbone hereunder infringes any intellectual property right United States patent, copyright, trademark, or misappropriation of a third partytrade secret, and shall pay all damages awarded therein against Licensee or agreed upon in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing of any such suit, proceeding if the sale or threat thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suit. 8.2 The above provision shall not apply to, and The Backbone shall have no liability or obligation for, any infringement arising from the following: (i) any modification, servicing or addition made to the Product by anyone other than The Backbone; (ii) the use of such a Product as a part of or in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use of any Third Party Products. This exclusion applies to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current release. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third partyProduct, or in the event The Backbone wishes to minimize its potential liability hereunderany part thereof, The Backbone is enjoined, then Roxio may, at its sole Roxio’s option and expense and without any cost or harm to Licenseeexpense: (i) procure for Licensee Distributor and its customers the right to sell or use the Product, or such part thereof, under such patent, copyright, trademark or the misappropriation of a trade secret; or (ii) replace the Product, or part thereof, with other suitable Product or part; or (iii) suitably modify the Product, or part thereof; or (iv) if the use of the Product, or part thereof, is prevented by injunction, accept the return of the Product, or part thereof, and refund the Price paid therefor by Distributor, less a reasonable sum for use and damage Roxio shall not be liable for any costs or expenses incurred without its prior written authorization. (b) Notwithstanding the provisions of Section 10.2 above, Roxio assumes no liability for (i) infringement of patent claims covering completed equipment or any assembly, circuit, combination, method or process in which any of the Products may be used but not covering a Product standing alone; (ii) substitute a functionally equivalentany trademark infringements involving any marking or branding not applied by Roxio, non- infringing unit or involving any marking or branding applied at the request of the ProductDistributor; or (iii) modify the modification of a Product, or any part thereof, unless such Product so that it no longer infringes but remains functionally equivalentmodification was made by Roxio. (c) The foregoing provisions of this Section 10 state the entire liability and obligations of Roxio and the exclusive remedy of Distributor with respect to any alleged patent, copyright, trademark infringement or misappropriation of a trade secret by the Products or any part thereof.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shallA. Xxxxxx warrants that, at its own expense, defend or settle any suit or proceeding that is instituted against Licensee to the extent such suit best of its knowledge, the Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right or proceeding alleges other intellectual property right of any third party. If Customer promptly notifies Hxxxxx in writing of a third party claim against Customer that any Products licensed of the Equipment or Software provided by The Backbone hereunder Hxxxxx infringes any a patent, copyright trade secret or other intellectual property right of a third party, Hxxxxx will indemnify, defend and hold Customer harmless with respect to such claim at Hxxxxx’ expense and will pay any costs or damages that may be finally determined against Customer. In the event of any such claim, HNS shall pay have the right to control the defense thereof and Customer shall provide such reasonable assistance and information, at HNS’ expense, as HNS requests in writing and as it is available to Customer. B. Further, if any such item is, or in Hxxxxx’ opinion is likely to be, held to constitute an infringing product, Hxxxxx shall at its expense and option either (a) procure the right for Customer to continue using it, (b) replace it with a non-infringing equivalent reasonably acceptable to Customer, (c) modify it to make it non-infringing or (d), only if the remedies above are impracticable, accept return of such item and, in addition to the indemnification obligations above and such other rights and remedies of Customer available herein, refund to Customer the fees paid for such item less a reasonable amount for Customer’s use of the relevant item up to the time of return. C. Notwithstanding the above, HNS will not be liable for any such damages or costs attributable to claims resulting from (i) HNS' compliance with Customer’s designs, specifications, or instructions, (ii) use of any item provided by HNS in combination with products not supplied by HNS, to the extent the claim would not have otherwise arisen but for such combined use, or (iii) a manufacturing or other process carried out by or through Customer and utilizing any item provided by HNS that constitutes either direct or contributory infringement of any patent or other intellectual property right,. In addition, the exclusion from HNS’ intellectual property indemnity, as described in Section 9(e) of the Development Services Agreement heretofore entered into by the parties, as said exclusion applies to claims of infringement which would not have arisen but for such development work, shall continue to apply. All such claims for which HNS has no indemnity obligation are hereafter referred to as "Other Claims". Customer will indemnify HNS from any and all losses, liabilities, damages and costs finally awarded therein against Licensee or agreed upon in any settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing of a claim for infringement of any patent or intellectual property right in any suit resulting from Other Claims, and from reasonable expenses incurred by HNS in defense of such suit, proceeding or threat suit if Customer does not undertake the defense thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suit. 8.2 D. The above provision foregoing indemnity shall not apply to, be Customer’s sole and The Backbone shall have no liability or obligation for, exclusive remedy for any patent and copyright infringement claims arising from the following: (i) any modification, servicing or addition made to the Product by anyone other than The Backbone; (ii) out of the use of such a Product as a part of or the Equipment, Software and documentation provided to Customer hereunder, and is in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use lieu of any Third Party Products. This exclusion applies other indemnity or warranty, express or implied, with respect to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current releaseintellectual property. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalent.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shallA. Seller warrants that the Standard Products (defined as products sold by Seller to Buyer based entirely on Seller’s specifications) furnished under this Agreement shall be free and clear of infringement in the U.S. of any patent or copyright covering the structure or composition of such articles. In the event of a claim, at its own expensedetermined by a court of competent jurisdiction, defend or settle any for such infringement, provided that Buyer gives Seller notice promptly of such claim, suit or proceeding that is instituted against Licensee to the extent such suit or proceeding alleges that any Products licensed by The Backbone hereunder infringes any intellectual property right of a third partyaction, and shall pay all damages awarded therein have given Seller full and exclusive control of the defense thereof, and that Seller shall have sole right to settle or compromise such claim, suit or action. Should Buyer be enjoined from any Seller Standard Product, the sole liability of Seller with respect to prohibited use shall be to accept the return of such Standard Products and give Buyer a credit prorated on the reasonable commercial life of same. B. In the event of a claim, suit or action against Licensee Seller alleging infringement by the use of any such equipment or agreed upon documentation, furnished under this Agreement, in settlement combination with other articles or in carrying out any process covered by The Backbone; a patent owned or controlled by any other person, in which independent use of the equipment under this Agreement would not be an infringement, Buyer shall save Seller harmless from liability, as finally determined by a court of competent jurisdiction, for such infringement, provided that Licensee Seller shall have given Buyer full and exclusive control of the defense thereof, and that Buyer shall have the sole right to settle claim, suit or action; provided, however, that Buyer shall obtain the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed) before entering into any settlement of, consenting to the entry of any judgment with respect to or ceasing to defend such claim if (i) gives The Backbone immediate notice in writing pursuant to or as a result of such settlement, consent or cessation, injunctive or other equitable relief would be imposed against the Seller, a finding or admission of any violation of law would be made by Seller, or such suitsettlement, proceeding consent or threat thereofcessation could otherwise reasonably be expected to interfere with or adversely affect the business, operations or assets of the Seller; (ii) permits The Backbone sole controlsuch settlement or judgment does not expressly and unconditionally release Seller from all liabilities and obligations with respect to such claim or (iii) Seller is required to pay any amount in connection with such settlement or judgment. C. Except as herein provided in this indemnity paragraph, through counsel neither Buyer nor Seller makes any warranty to the other with respect to any claim, suit, or action of The Backbone’s choice, to answer the charge any third party by way of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suit. 8.2 The above provision neither party shall not apply to, and The Backbone shall have no liability or obligation for, any infringement arising from the following: (i) any modification, servicing or addition made be responsible to the Product other for any loss, cost or damages consequential or otherwise, that may be suffered by anyone the other than The Backbone; (ii) the use of such a Product as a part of or in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use result of any Third Party Products. This exclusion applies to the extent that the infringement would have been avoided but for such modificationclaim, combination, compliance with specifications, use of other than the current release. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third partysuit, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalentaction.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone 15.1 Reseller acknowledges 3Com's representation that all Intellectual Property Rights throughout the world are vested in 3Com absolutely, and acknowledges that Reseller has no right, title or interest in any Intellectual Property Rights. 15.2 3Com shall, at its own expense, defend or settle any suit or proceeding that is instituted against Licensee Reseller to the extent such suit or proceeding alleges that any Products licensed Product sold by The Backbone 3Com hereunder infringes any intellectual property right duly issued patent or copyright of a third party, the United States or the Territory and shall pay all damages awarded therein against Licensee Reseller or agreed upon in settlement by The Backbone3Com; provided that Licensee Reseller (i) gives The Backbone 3Com immediate notice in writing of any such suit, proceeding or threat thereof; , (ii) permits The Backbone 3Com sole control, through counsel of The Backbone’s 3Com's choice, to answer the charge of infringement and defend and/or settle such suit; suit and (iii) gives The Backbone 3Com all the needed information, reasonable assistance and authority, at The Backbone’s 3Com's expense, to enable The Backbone 3Com to defend or settle such suit. 8.2 15.3 The above provision shall not apply to, to and The Backbone 3Com shall have no liability or obligation for, for any infringement arising from the followingfrom: (i) any modification, servicing or addition made to the Product by anyone other than The Backbone; 3Com, (ii) the use of such a Product as a part of or in combination with any devices, parts or products software not provided by The Backbone if the Product would not have been infringing but for such combination; 3Com, (iii) compliance with Reseller's design requirements or specifications, (iv) the use of other than a the then current unaltered release of the software Product available from The Backbone; 3Com or (ivv) the use of such Product to practice any Third Party Productsmethod or process which does not occur wholly within the Product. This exclusion applies The above exclusions apply to the extent that the infringement would have been avoided but for such modificationmodifications, combinationcombinations, compliance with specifications, use of other than the current releaserelease or practice of such method or process. 8.3 15.4 In the event the use or sale of any Product purchased from The Backbone 3Com is challenged by a third partyenjoined, or in the event The Backbone 3Com wishes to minimize its potential liability hereunder, The Backbone 3Com may, at its sole option and expense and without any cost or harm to Licenseeexpense: (i) procure for Licensee Reseller the right to use or sell such Product; (ii) substitute a functionally equivalent, non- non-infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalentis substantially equivalent in functionality; or (iv) if none of the foregoing are commercially feasible, take back such Product and refund the purchase price paid by Reseller for such Product depreciated over a five (5) year period using the straight line method. 3Com shall in no event be obligated to accept new orders for Products which are subject to a claim of infringement covered under this Section. 15.5 THIS SECTION STATES 3COM'S TOTAL RESPONSIBILITY AND LIABILITY, AND THE RESELLER'S SOLE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT FOR ANY PRODUCTS DELIVERED HEREUNDER OR ANY PART THEREOF AND IS IN LIEU OF AND REPLACES ANY AND ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS REGARDING INFRINGEMENT.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shallGeoQuest shall defend, or at its own expenseoption settle, defend or settle any suit or proceeding that is instituted against Licensee to the extent such suit or proceeding alleges that any Products licensed by The Backbone hereunder infringes any intellectual property right of a third party, and shall pay all damages awarded therein against Licensee or agreed upon in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing of any such suitclaim, proceeding or threat thereof; action brought against Customer based upon a claim that a Product supplied by GeoQuest constitutes a direct infringement of a patent or copyright issued under the laws of the country of original delivery, and GeoQuest shall pay those costs and damages finally awarded against Customer in any such action or proceeding which result from any such claim, provided always that GeoQuest shall have no liability under this Article: (iia) permits The Backbone unless GeoQuest is notified promptly in writing by Customer of each notice and communication regarding such claim, is given the complete authority, information and assistance necessary for such defense, and is given sole controlcontrol of the defense of any action on such claim and of all negotiations for its settlement or compromise, through counsel or (b) if Customer makes any admission regarding infringement. Should a Product become, or in GeoQuest's opinion be likely to become, the subject of The Backbone’s choicea claim of infringement the like under such patent or copyright laws, Customer shall permit GeoQuest, at GeoQuest's option, to answer either: (a) procure for Customer the charge right to continue using the Product, (b) replace or modify the Product so that it becomes non-infringing (provided the same level of infringement functionality is maintained), or (c) accept the return of the Product and defend and/or settle grant Customer a credit for the then depreciated value of the infringing Product, which for the purposes of this Article shall be presumed to depreciate by [*]. If the infringing Product is leased or rented to Customer, GeoQuest may terminate the lease or rental and Customer's sole remedy in such suit; and (iii) gives The Backbone all case shall be the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle return by GeoQuest of any payments made by Customer for periods after such suit. 8.2 The above provision shall not apply to, and The Backbone termination. GeoQuest shall have no liability or obligation for, to Customer under this Article for any patent or copyright infringement arising from the followingor claim thereof based upon: (ia) any modification, servicing or addition made to the Product by anyone other than The Backbone; (iiGeoQuest's compliance with Customer's specifications,(b) the use of such a Product as a part of or in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; with other items not furnished or approved in writing by GeoQuest, (ivc) use of any Third Party Products. This exclusion applies unauthorized addition to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current release. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit modification of the Product; , (iiid) modify any use of the Product in the performance of a method or process (practice of a process), except where such Product so that it no longer infringes but remains functionally equivalentpractice is solely completed by or within the Product, or (e) information, service or assistance provided by GeoQuest to Customer, excluding software programs and maintenance/operation manuals. Customer shall defend and hold GeoQuest harmless against any expense, judgment or loss for alleged infringement of any patent, copyright or other proprietary right which results from a claim based upon (a), (b), (c), (d), or (e).

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shall(a) Seller warrants that the use of the System by Buyer pursuant to the terms hereof shall not constitute an infringement of any existing patent, at its own expense, copyright or other right. Seller hereby agrees to defend or settle any suit suit, proceeding or proceeding claim brought against Xxxxx based on a claim that is instituted against Licensee to the extent such suit use of the System or proceeding alleges that any Products licensed part thereof by The Backbone hereunder infringes Buyer constitutes an infringement of any intellectual property right of a third partyexisting patent, and copyright or other right. Seller shall pay all damages or costs awarded therein against Licensee or agreed upon expenses, including attorneys' fees, incurred by Xxxxx in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing of any such suit, proceeding or threat thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suitclaim. 8.2 The above provision shall not apply to, and The Backbone shall have no liability or obligation for, any infringement arising from the following: (ib) any modification, servicing or addition made to the Product by anyone other than The Backbone; (ii) the use of such a Product as a part of or in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use of any Third Party Products. This exclusion applies to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current release. 8.3 In the event the use System or any part thereof shall be in Seller's opinion likely to or shall become the subject of a claim for patent, copyright, or other infringement, subject to §13(c) hereof, Seller may, at its option and expense, and without diminishing Seller's obligations under §13(a) hereof, procure for Buyer the right to continue using such affected part of the System or modify such affected part to become noninfringing. Should Seller elect to remove or modify such infringing part of the System, Seller shall forthwith replace such part with a functionally equivalent noninfringing part and/or take other appropriate action to ensure that the System conforms to the Specifications to Buyer's satisfaction, without cost to Buyer. (c) In the event that Seller shall refuse or shall be unable to supply or shall be prevented from supplying the System or any Product purchased from The Backbone is challenged by a third partypart thereof to Buyer, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to that Buyer's continued use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; System shall be prohibited or enjoined at any time, Seller shall promptly replace all affected parts of the System with functionally equivalent noninfringing parts and/or shall take such other action to ensure that the System conforms to the Specifications to Buyer's satisfaction, without cost to Buyer. (iiid) modify such Product so Seller warrants that it Buyer shall suffer no longer infringes but remains functionally equivalentinterruption of its normal business activities or cycles as a result of any claimed infringement, any litigation referred to in §13(a) hereof or any replacement of items contemplated in §§13(b) or 13(c) hereof.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shall(a) XXXXXX agrees to indemnify and hold Teligent harmless from, and to resist or defend at its own expense, defend any request for royalty payments or settle any suit claim for equitable relief or proceeding damages against TELIGENT based on an allegation that the manufacture of any equipment delivered hereunder or the use, lease, or sale thereof or that any documentation delivered by XXXXXX hereunder infringes any United States patent or copyright, and to pay any royalties and other costs related to the settlement of such request and to pay any and all costs and damages, including attorney's fees and settlement costs, finally awarded or agreed upon as a result of any litigation based on such claim, provided that: XXXXXX is instituted against Licensee given prompt written notice of such request or claim by TELIGENT and given authority and such reasonable assistance and information as XXXXXX requests in writing and as it is available to TELIGENT for resisting such request or for the defense of such claim; provided, however, (i) TELIGENT's failure to promptly provide to XXXXXX written notice of a claim shall not relieve XXXXXX of liability under this Article except to the extent such suit or proceeding alleges that any Products licensed by The Backbone hereunder infringes any intellectual property right of a third party, and shall pay all damages awarded therein against Licensee or agreed upon in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing of any such suit, proceeding or threat thereofXXXXXX was prejudiced thereby; (ii) permits The Backbone sole controlTELIGENT shall honor XXXXXX' reasonable requests for information and assistance in the defense, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suitXXXXXX shall reimburse TELIGENT for its reasonable and actual expenses in this regard; and (iii) gives The Backbone all XXXXXX shall regularly advise TELIGENT regarding the needed informationprogress of the defense. (b) In the event that, reasonable assistance and authorityas a result of any such claim (i) prior to delivery, the manufacture of any item supplied by XXXXXX hereunder is enjoined, or (ii) after delivery, the use, lease or sale thereof is enjoined, XXXXXX will, at The Backbone’s its option and expense, either (A) negotiate a license or other agreement with plaintiff so that such item is no longer infringing, (B) modify such item suitably or substitute a suitable item therefor, which modified or substituted item is not subject to enable such injunction, and to extend the provisions of this Article thereto, or if (A) or (B) cannot be effected by XXXXXX' reasonable and diligent efforts, (C) repurchase enjoined items at their then current value on TELIGENT's audited accounts. The Backbone to defend or settle such suit. 8.2 The above provision remedies provided for in this Article 13.2(b) shall not apply be in addition to, and The Backbone shall have no liability or obligation fornot in lieu of, any infringement arising remedies provided for in Article 13.2(a). (c) Notwithstanding the above, XXXXXX will not indemnify TELIGENT for separate damages or costs resulting exclusively from the following: claims (i) any modificationthat XXXXXX' compliance with TELIGENT's designs, servicing specifications, or addition made to the Product instructions, as contrasted with XXXXXX' design or manufacturing choices or recommendations, not directed by anyone other than The Backbone; TELIGENT, implementing or interpreting such designs, specifications or instructions, (ii) the that use of such a Product as a part of or any item provided by XXXXXX in combination with any devices, parts or products not provided supplied by The Backbone if the Product would not have been infringing but for such combination; XXXXXX, or (iii) that a manufacturing or other process carried out by or through TELIGENT (not at XXXXXX' instruction) and utilizing any item provided by XXXXXX constitutes infringement of any United States patent (such claims being collectively referred to herein as "Other Claims"). TELIGENT will indemnify and hold XXXXXX harmless from, and will resist or defend at its own expense, any request for royalty payments or any claim for equitable relief or damages against XXXXXX and to pay any and all damages and costs (including settlement costs) finally awarded or agreed upon for infringement of any United States patent or copyright in any suit resulting from Other Claims, and from reasonable and actual expenses incurred by XXXXXX in defense of such suit if TELIGENT does not undertake the use of other than a current unaltered release defense thereof. (d) This indemnity is subject to [redacted] TELIGENT hereunder attributable to the infringement as of the Product available from The Backbone; date of the request for royalty payments or (iv) use claim for equitable relief or damages but in no event shall be less than [redacted]. This indemnity is in lieu of any Third Party Products. This exclusion applies other indemnity or warranty, express or implied, with respect to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current releasepatents and copyrights. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalent.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone If notified promptly in writing of any action brought against the Customer based on a claim that the current, unaltered release of the Products supplied to the Customer infringes a patent, copyright, trade secret or other intellectual property right, SDI shall defend such action at its expense and pay any costs (including reasonable attorney's fees) or damages finally awarded in such action that are attributable to such claim, provided that SDI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. If a final injunction is obtained against the Customer's use of any of the Products by reason of such infringement, or if in SDI's opinion any of the Products supplied to the Customer hereunder is likely to become the subject of a successful claim of infringement, SDI shall, at its own option and expense, defend either procure for the Customer the right to continue using such Products, replace or settle modify the same so that it becomes non-infringing, or grant the Customer a prorated refund (depreciated on a straight-line five (5) year basis) for such Products and accept its return. Notwithstanding the foregoing, SDI shall not have any suit or proceeding that is instituted against Licensee liability to the extent such suit Customer under this Section 6 if the infringement or proceeding alleges that any Products licensed by The Backbone hereunder infringes any intellectual property right of a third party, and shall pay all damages awarded therein against Licensee or agreed claim is based upon in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing of any such suit, proceeding or threat thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suit. 8.2 The above provision shall not apply to, and The Backbone shall have no liability or obligation for, any infringement arising from the following: (i) any modification, servicing or addition made to the Product by anyone other than The Backbone; (ii) the use of such a Product as a part any of or the Products in combination with any devices, parts other equipment or products software that is not provided furnished by The Backbone SDI if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use of any Third Party Products. This exclusion applies to the extent that the infringement claim would have been avoided but were it not for such modification, combination, compliance with specifications, use of other than the current release. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute Products that have been modified or altered by the Customer. The Customer shall indemnify and hold SDI harmless against any expense, judgment or loss for infringement of any patents, copyrights, trademarks or other intellectual property rights as a functionally equivalentresult of SDI's compliance with the Customer's designs, non- infringing unit specifications or instructions. No cost or expenses shall be incurred for the account of SDI without the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalentprior written consent of SDI. THE FOREGOING STATES THE ENTIRE LIABILITY OF SDI WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS BY ANY OF THE PRODUCTS OR ANY PART THEREOF OR THEIR OPERATION.

PATENT AND COPYRIGHT INDEMNITY. 8.1 9.1 The Backbone shall, at its own expense, defend or settle any suit or proceeding that is instituted against Licensee to the extent such suit or proceeding alleges that any Products licensed by The Backbone hereunder infringes any intellectual property right of a third party, and shall pay all damages awarded therein against Licensee or agreed upon in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing of any such suit, proceeding or threat thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suit. 8.2 9.2 The above provision shall not apply to, and The Backbone shall have no liability or obligation for, any infringement arising from the following: (i) any modification, servicing or addition made to the Product by anyone other than The Backbone; (ii) the use of such a Product as a part of or in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use of any Third Party Products. This exclusion applies to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current release. 8.3 9.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalent.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone A. HNS shall, at its own expense, defend defend, indemnify and hold BTL harmless from and against any request for royalty payments or settle any suit claim for equitable relief or proceeding damages against BTL based on an allegation that is instituted against Licensee the manufacture of any product acquired by BTL under this Agreement (including without limitation the DSS Equipment or any New Commercial Versions thereof, the DSS Equipment software described in Section 5 of this Agreement and any other products acquired by BTL from HNS pursuant to this agreement), or the extent such suit use, lease, or proceeding alleges that any Products licensed by The Backbone hereunder sale thereof, infringes any intellectual property right of a third partyUnited States patent or copyright, and shall pay all damages any royalties and other costs related to the settlement of such request, and shall pay the costs and damages, including attorneys' fees, finally awarded therein against Licensee or agreed upon in settlement by The Backbone; as the result of any suit based on such claim, provided that Licensee (i) gives The Backbone immediate BTL is using the latest version of such product provided by HNS and that HNS is given prompt written notice of such request or claim by BTL and given authority and such assistance and information as HNS requests in writing and as it is available to BTL for resisting such request or for the defense of such claim. Any such assistance or information that is furnished by BTL at the written request of HNS is to be at HNS's expense. B. In the event that, as a result of any such suit, proceeding the use, lease, or threat thereof; sale of any product is enjoined, HNS shall, at its option, (i) negotiate a license or other agreement with plaintiff so that such product is no longer infringing, (ii) permits The Backbone sole controlmodify such product suitably or substitute a suitable product therefor, through counsel which modified or substituted product is not subject to such injunction and which shall be covered by the terms of The Backbone’s choicethis Agreement, to answer the charge of infringement or if (i) or (ii) cannot be effected by HNS's reasonable and defend and/or settle such suit; and diligent efforts, (iii) gives The Backbone refund to BTL all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle payments received from BTL for that DSS Equipment rendered useless upon return receipt by HNS of such suitDSS Equipment. 8.2 The above provision C. Notwithstanding the above, HNS shall not apply to, and The Backbone shall have no liability be liable for any damage or obligation for, any infringement arising costs to the extent specifically resulting from the following: claims (i) any modificationthat HNS's compliance with BTL's designs, servicing specifications, or addition made to the Product by anyone other than The Backbone; instructions, (ii) the that use of such a Product as a part any of or the DSS Equipment in combination with any devices, parts or products not provided supplied by The Backbone if the Product would not have been infringing but for such combination; HNS, or (iii) the use of that a manufacturing or other than a current unaltered release process carried out by or through BTL and utilizing any of the Product available from The Backbone; DSS Equipment, constitutes either direct or (iv) use contributory infringement of any Third Party ProductsUnited States patent (such claim being collectively referred to herein as "Other Claims"). This exclusion applies BTL shall indemnify HNS from any and all damage and costs (including settlement costs) finally awarded or agreed upon for infringement of any United States patent or copyright in any suit to the extent that specifically resulting from Other Claims, and from reasonable expenses incurred by HNS in defense of such suit if BTL does not undertake the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current releasedefense thereof. 8.3 In the event the use D. This indemnity is in lieu of any Product purchased from The Backbone is challenged by a third partyother liability, whether or in not based on indemnity or warranty, express or implied, with respect to patents and copyrights. E. Notwithstanding anything herein to the event The Backbone wishes contrary, the maximum liability of either party to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm the other arising pursuant to Licensee: (i) procure for Licensee this Section 25 shall be limited to $1,000,000 per claim. Liability under this Section 25 shall not be subject to the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalentlimitations imposed under Section 24.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shallA. Seller agrees to resist or defend at its own expense any request for royalty payments or any claim for equitable relief or damages against Buyer based on an allegation that the manufacture of any Seller equipment or the use, lease, or sale thereof or that any documentation infringes any United States or Argentinian patent or copyright, and to pay any royalties and other costs related to the settlement of such request and to pay the costs and damages, including attorney's fees, finally awarded as the result of any suit based on such claim, provided that Seller is given prompt written notice of such request or claim by Buyer and given authority and such reasonable assistance and information as Seller requests in writing and as it is available to Buyer for resisting such request or for the defense of such claim. B. In the event that, as a result of any such suit (i) prior to delivery, the manufacture of any item supplied by Seller hereunder is enjoined, or if after delivery, the use, lease or sale thereof is enjoined. Seller will, at its own option and expense, defend either (a) negotiate a license or settle any suit other agreement with plaintiff so that such item is no longer infringing, (b) modify such item suitably or proceeding that substitute a suitable item therefore, which modified or substituted item is instituted against Licensee not subject to the extent such suit or proceeding alleges that any Products licensed by The Backbone hereunder infringes any intellectual property right of a third partyinjunction, and shall pay to extend the provisions of this Article thereto, or, if (a) or (b) cannot be effected by Seller's reasonable and diligent efforts, (c) repurchase enjoined items at their then current value on Buyer's books, and (d) compensate Buyer for the direct and proximate damages suffered by it as a consequence of that injunction. C. Notwithstanding the above, Seller will not be liable for any damages or costs resulting from claims (i) that Seller's compliance with Buyer's designs, specifications, or instructions, (ii) that use of any item provided by Seller in combination with products not supplied by Seller, or (iii) that a manufacturing or other process carried out by or through Buyer and utilizing any item provided by Seller constitutes either direct or contributory infringement of any United States patent (such claims being collectively referred to herein as "Other Claims"). Buyer will indemnify Seller from any and all damages and costs (including settlement costs) finally awarded therein against Licensee or agreed upon in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing for infringement of any United States patent or copyright in any suit resulting from Other Claims, and from reasonable expenses incurred by Seller in defense of such suit, proceeding or threat suit if Buyer does not undertake the defense thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suit. 8.2 The above provision shall not apply to, and The Backbone shall have D. In no liability event will Seller or obligation for, any infringement arising from the following: (i) any modification, servicing or addition made to the Product by anyone other than The Backbone; (ii) the use of such a Product as a part of or Buyer be liable for damages hereunder in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release excess of the Product available from The Backbone; contract price or (iv) use for consequential damages or costs. This indemnity is in lieu of any Third Party Productsother indemnity or warranty, express or implied, with respect to patents and copyrights. This exclusion applies Use of contract data is subject to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current releaserestriction on title page. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalent.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shallTelenetics warrants that the use of the Products and documentation furnished to Xxxxxxx Electric shall be free and clear of infringement of and United States patent or registered copyright covering the structure of such articles or documentation. In the event of a claim, suit or action against Xxxxxxx Electric alleging such infringement, Telenetics shall defend and save Xxxxxxx Electric harmless from liability, as finally determined by a court of competent jurisdiction, for such infringement, provided that Xxxxxxx Electric shall have made timely payment of all amounts due for the article involved in the claim, suit or action, that Xxxxxxx Electric shall have notified Telenetics promptly in writing of such claim, suit or action, that Xxxxxxx Electric shall have given Telenetics all proper information and assistance requested by Telenetics and full and exclusive control of the defense thereof, and that Telenetics shall have the sole right to settle or compromise such claim, suit or action. In the event that a final injunction is obtained in such action against the use of the Products or any part thereof by reason of infringement of a United States patent or otherwise within the scope of this Paragraph, Telenetics will, at its own option either: (a) Procure for Xxxxxxx Electric, at Telenetics' expense, defend the right to continue using the Products; (b) Replace or settle modify the same so that it shall be non-infringing; or (c) Direct Xxxxxxx Electric to return such Products to Telenetics, and refund to Xxxxxxx Electric the purchase price originally paid less a use credit equal to the depreciation of the installed units based on a 10-year straight lined depreciation method. in addition to the above purchase price rebate, less use fee, Telenetics shall be liable for all in and out and shipping fees arising out of above said injunction. Telenetics shall only resort to option (c) after having exerted reasonable effort to remedy the situation by first utilizing option (a) or (b). Telenetics has no liability for any claim, suit or proceeding that is instituted against Licensee action pursuant to this Paragraph based upon or arising out of the extent such combination, operation or use of the Products with Products or items not furnished by Telenetics. The foregoing states Telenetics' entire liability and obligations and Xxxxxxx Electric's exclusive remedy with respect to any claim, suit or proceeding alleges that any Products licensed by The Backbone hereunder infringes action alleging infringement of any intellectual property right of a third party, and shall pay all damages awarded therein against Licensee or agreed upon in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing of any such suit, proceeding or threat thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suitrights. 8.2 The above provision shall not apply to, and The Backbone shall have no liability or obligation for, any infringement arising from the following: (i) any modification, servicing or addition made to the Product by anyone other than The Backbone; (ii) the use of such a Product as a part of or in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use of any Third Party Products. This exclusion applies to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current release. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalent.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone 22.1 ATNS agrees to resist or defend at its own expense any request for royalty payments or any claim for equitable relief or damages against the client based on an allegation that the manufacture of any equipment or the use, lease, or sale thereof or that any documentation infringes any patent or copyright, and to pay any royalties and other costs related to the settlement of such request and to pay the costs and damages, including attorney's fees, finally awarded as the result of any suit based on such claim, provided that ATNS is given prompt written notice of such request or claim by the client and given authority and such reasonable assistance and information as ATNS in writing and as it is available to the client for resisting such request or for the defence of such claim. 22.2 In the event that, as a result of any such suit: 22.2.1 prior to delivery, the manufacture of any item supplied by ATNS hereunder is enjoined; or 22.2.2 after delivery, the use, lease, or sale thereof is enjoined, ATNS shall, at its own option and expense, defend either: 22.2.2.1 negotiate a licence or settle any suit other agreement with the plaintiff so that such item is no longer infringing; 22.2.2.2 modify such item suitably or proceeding that substitute a suitable item therefore, which modified or substituted item is instituted against Licensee not subject to the extent such suit or proceeding alleges that any Products licensed by The Backbone hereunder infringes any intellectual property right of a third partyinjunction, and extend the provisions of this paragraph thereto. 22.3 Notwithstanding the above, ATNS shall pay not be liable for any damage or costs resulting from claims:- 22.3.1 that arose from ATNS compliance with the client design, specifications, or instructions on which ATNS had given the client advance notice; 22.3.2 that use of any item provided by ATNS in combination with product not supplied by ATNS; or 22.3.3 that a manufacturing or other process carried out by or through the client and utilising any item provided by ATNS constitutes either direct or contributory infringement of any patent (such as claims being collectively referred to herein as other claims). The client shall indemnify ATNS from any and all damages and costs (including settlement costs) finally awarded therein against Licensee or agreed upon in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing for infringement of any patent or copyright in any suit resulting from other claims, and from reasonable expenses incurred by ATNS in defence of such suit, proceeding or threat suit if the client does not undertake the defence thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suit. 8.2 The above provision 22.4 In no event shall not apply to, and The Backbone shall have no liability ATNS be liable for any damages hereunder or obligation for, any infringement arising from for the following: (i) any modification, servicing consequential damages or addition made to the Product by anyone other than The Backbone; (ii) the use of such a Product as a part of or costs. This indemnity is in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use lieu of any Third Party Products. This exclusion applies other indemnity or warranty, express or implied, with respect to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current releasepatents and copyrights. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalent.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shallA. HNS represents and warrants that there is not currently, at its own expensenor will there be in the future any rightful claim that the manufacture, defend use, lease or settle sale of any suit HNS Equipment infringes on any United States patent, copyright or proceeding that is instituted against Licensee to the extent such suit or proceeding alleges that any Products licensed by The Backbone hereunder infringes any other intellectual property right of any third party (hereinafter collectively referred to as "IPR"). In addition, HNS agrees to resist or defend at its own expense any request for royalty payments or any claim for equitable relief or damages against Customer based on an allegation that the manufacture of any Equipment or the use, lease, or sale thereof or that any documentation infringes any IPR, to pay any royalties and other costs related to the settlement of such request and to pay the costs and damages, including attorney's fees, which are incurred by Customer arising from and based on such claim, provided that HNS is given prompt written notice of such request or claim by Customer and given authority and such reasonable assistance and information as HNS requests in writing and as it is available to Customer for resisting such request or for the defense of such claim. B. In the event that, as a third partyresult of any such suit (i) prior to delivery, the manufacture of any item supplied by HNS hereunder is enjoined, or (ii) after delivery, the use, lease, or sale thereof is enjoined, HNS will, at its option and expense, either (a) negotiate a license or other Agreement with plaintiff so that such item is no longer infringing, (b) modify such item suitably or substitute a suitable item therefor, which modified or substituted item is not subject to such injunction, and shall pay extend the provisions of this paragraph thereto (provided that any such modification will not result in a decrease of the Services to be provided by HNS hereunder), or if (a) and (b) cannot be effected by HNS' reasonable and diligent efforts, (c) repurchase enjoined items at their then current value on Customer's audited accounts. C. Notwithstanding the above, HNS will not be liable for any damages or costs resulting from claims (i) that HNS' compliance with Customer's design, specifications, or instructions, (ii) that use of any item provided by HNS in combination with products not supplied by HNS, or (iii) that a manufacturing or other process carried out by or through Customer and utilizing any item provided by HNS constitutes either direct or contributory infringement of any United States patent (such as claims being collectively referred to herein as Other Claims). Customer will indemnify HNS from any and all damages and costs (including settlement costs) finally awarded therein against Licensee or agreed upon in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing for infringement of any United States patent or copyright in any suit resulting from Other Claims, and from reasonable expenses incurred by HNS in defense of such suit, proceeding or threat suit if Customer does not undertake the defense thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suit. 8.2 The above provision shall not apply to, and The Backbone shall have D. In no liability event will HNS be liable for consequential damages or obligation for, any infringement arising from the following: (i) any modification, servicing or addition made to the Product costs incurred by anyone other than The Backbone; (ii) the use of such a Product as a part of or in combination with any devices, parts or products not provided by The Backbone if the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use of any Third Party Products. This exclusion applies to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current releaseCustomer under this Article. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalent.

PATENT AND COPYRIGHT INDEMNITY. 8.1 The Backbone shallDirecPC agrees to resist or defend at its own expense any request for royalty payments or any claim for equitable relief or damages against Customer based on an allegation that the manufacture of any DirecPC equipment or the use, lease, or sale thereof or that any documentation infringes any United States patent or copyright, and to pay any royalties and other costs related to the settlement of such request and to pay the costs and damages, including attorney's fees, finally awarded as the result of any suit based on such claim, provided that DirecPC is given prompt written notice of such request or claim by Customer and given authority and such reasonable assistance and information as DirecPC requests in writing and as if is available to Customer for resisting such request or for the defense of such claim. In the event that, as a result of any such suit (i) prior to delivery, the manufacture of any item supplied by DirecPC hereunder is enjoined, or (ii) after delivery, the use, lease or sale thereof is enjoined, DirecPC will, at its own option and expense, defend either (a) negotiate a license or settle any suit other agreement with plaintiff so that such item is no longer infringing, (b) modify such item suitably or proceeding that substitute a suitable item therefor, which modified or substituted item is instituted against Licensee not subject to the extent such suit or proceeding alleges that any Products licensed by The Backbone hereunder infringes any intellectual property right of a third partyinjunction, and shall pay to extend the provisions of this Article thereto, or d (a) or (b) cannot be effected by DirecPC's reasonable and diligent efforts, (c) refund the rental price of the System during the months which use is enjoined. Notwithstanding the above, DirecPC will not be liable for any damages or costs resulting from claims (i) that DirecPC's compliance with the Customer"s designs, specifications, or instructions, (ii) that use of any item provided by DirecPC in combination with products not supplied by DirecPC, or (iii) that a manufacturing or other process carried out by or through Customer or any equipment end user utilizing any item provided by DirecPC constitutes either direct or contributory infringement of any United States patent (such claims being collectively referred to herein as "Other Claims"). Customer will indemnify DirecPC from any and all damages and costs (including settlement costs agreed to by Customer) finally awarded therein against Licensee or agreed upon in settlement by The Backbone; provided that Licensee (i) gives The Backbone immediate notice in writing for infringement of any such suit, proceeding United States patent or threat thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the needed information, reasonable assistance and authority, at The Backbone’s expense, to enable The Backbone to defend or settle such suit. 8.2 The above provision shall not apply tocopyright in any suit resulting from Other Claims, and The Backbone shall have no liability or obligation for, any infringement arising from the following: (i) any modification, servicing or addition made to the Product reasonable expenses incurred by anyone other than The Backbone; (ii) the use DirecPC in defense of such a Product as a part of or in combination with any devices, parts or products suit d Customer does not provided by The Backbone if undertake the Product would not have been infringing but for such combination; (iii) the use of other than a current unaltered release of the Product available from The Backbone; or (iv) use of any Third Party Products. This exclusion applies to the extent that the infringement would have been avoided but for such modification, combination, compliance with specifications, use of other than the current releasedefense thereof. 8.3 In the event the use of any Product purchased from The Backbone is challenged by a third party, or in the event The Backbone wishes to minimize its potential liability hereunder, The Backbone may, at its sole option and expense and without any cost or harm to Licensee: (i) procure for Licensee the right to use such Product; (ii) substitute a functionally equivalent, non- infringing unit of the Product; (iii) modify such Product so that it no longer infringes but remains functionally equivalent.