Common use of PATENT AND COPYRIGHT INDEMNITY Clause in Contracts

PATENT AND COPYRIGHT INDEMNITY. GeoQuest shall defend, or at its option settle, any claim, proceeding or 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: (a) 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 control of the defense of any action on such claim and of all negotiations for its settlement or compromise, 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 a claim of infringement or the like under such patent or copyright laws, Customer shall permit GeoQuest, at GeoQuest's option, to either: (a) procure for Customer the right to continue using the Product, (b) replace or modify the Product so that it becomes non-infringing (provided the same level of functionality is maintained), or (c) accept the return of the Product and 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 case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's specifications, (b) the combination of the Product with other items not furnished or approved in writing by GeoQuest, (c) any unauthorized addition to or modification of the Product, (d) any use of the Product in the performance of a method or process (practice of a process), except where such practice 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. GeoQuest shall defend, or at its option settle, any claim, proceeding or 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: (a) unless GeoQuest is a. If notified promptly in writing by Customer of each notice any action (and communication regarding all prior claims relating to such action) brought against BTI based on a claim that any of the Products supplied to BTI infringes a patent, copyright or trademark, Excel shall defend such action at its sole expense and pay any costs or damages finally awarded in such action which are attributable to such claim, is given the complete authority, information and assistance necessary for such defense, and is given ; provided that Excel shall have sole control of the defense of any such action on such claim and of all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, Excel's obligation to defend as stated therein shall not be excused in the event that BTI engages its own counsel at its own expense, to assist BTI in determining the relevant issues in, and the merits of, said claims and to provide general advice with respect to such claims. If an injunction is obtained against BTI's use of any of the Products by reason of infringement of a patent, copyright or trademark, or (b) if Customer makes any admission regarding infringement. Should a Product become, or in GeoQuestExcel's opinion be any of the Products hereunder is likely to become, become the subject of a successful claim of infringement of a patent, copyright or the like under such patent or copyright lawstrademark, Customer shall permit GeoQuestExcel shall, at GeoQuest's optionits option and expense, to either: (a) either procure for Customer BTI the right to continue using the Product, (b) such Product or replace or modify the Product same so that it becomes non-infringing (provided the same level of functionality is maintained), noninfringing or (c) accept the return if neither of the Product and foregoing alternatives are possible, grant Customer BTI a credit for such Product (as depreciated in the then depreciated value case of equipment over four (4) years) and accept its return. b. Notwithstanding the infringing Productforegoing, which for Excel shall not have any liability to BTI under 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 foregoing provision if such case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof is based upon: . 1. the use of any of the Products in combination with other equipment or software which is not furnished by Excel where the Products would not, by themselves, be infringing. c. If notified promptly in writing of any action (aand all prior claims relating to such action) GeoQuest's compliance brought against Excel based on a claim that any of the Products that were Manufactured or supplied by Excel in Compliance with Customer's specificationsBTI'S written designs, specifications or instructions, or any designs, specifications or instructions relayed to Excel orally by BTI which are confirmed by Excel in writing to BTI, (b"BTI designed Products") the combination of the Product with other items not furnished or approved in writing by GeoQuest, (c) any unauthorized addition to or modification of the Product, (d) any use of the Product in the performance of infringes a method or process (practice of a process), except where such practice 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 trademark, then BTI shall defend such action at its sole expense and pay costs or damages finally awarded in such action which are attributable to such claim, provided however, that BTI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, BTI'S obligation to defend as stated therein shall not be excused in the event that Excel engages its own counsel at its own expense to assist Excel in determining the relevant issues in, and merits of, said claims and to provide general advice with respect to said claims. d. Notwithstanding the foregoing provisions of Section 12.c. above, BTI shall not have any liability to Excel if such infringement or claim is based upon: 1. The use of any of the BTI Designed Products in combination with other proprietary right equipment or software which results from a claim based upon is manufactured or supplied by Excel and is not in compliance with BTI'S written designs, specifications or instructions and/or where BTI Designed Products would not, by themselves, be infringing. e. In no event shall either party's total liability to the other party under section 12.a. or 12.c. respectively exceed two (a)2) times the aggregate sum paid to EXCEL by BTI for the allegedly infringing Products or Programs. f. The foregoing provision state the entire liability of Excel and BTI with respect to infringement of patents, (b), (c), (d), trademarks or (e)copyrights by any of the Products or any part thereof or their operation.

PATENT AND COPYRIGHT INDEMNITY. GeoQuest VASCO, except as otherwise provided below, shall defend, defend or at its option settle, settle any claim, suite or proceeding against Distributor or action brought against Customer Distributor's customer so far as it is based upon on an allegation that any Product of VASCO's standard manufacture, design and composition infringes a claim that a Product supplied by GeoQuest constitutes a direct infringement of a United States patent or registered copyright issued under the laws when used as VASCO contemplated and provided that VASCO shall have sole control of the country of original delivery, and GeoQuest shall pay those costs and damages finally awarded against Customer in any such action or settlement negotiations. Distributor agrees that VASCO at its sole option shall have no obligations under this paragraph unless Distributor or its customer notifies VASCO promptly in writing of such claim, suit or proceeding which result from and gives VASCO authority to proceed as contemplated herein, and, gives VASCO proper and full information and assistance to settle and/or defend any such claim, provided always that GeoQuest shall have no liability under this Article: suit or proceeding. If a Product, or any part thereof, is held to infringe and its use is enjoined, VASCO will, at its option either: (a) 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 Procure for such defense, and is given sole control of the defense of any action on such claim and of all negotiations for its settlement or compromise, 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 a claim of infringement or the like under such patent or copyright laws, Customer shall permit GeoQuestDistributor, at GeoQuestVASCO's optionexpense, to either: (a) procure for Customer the right to continue using the Product, ; (b) replace or modify the Product so that it becomes shall be non-infringing (provided the same level of functionality is maintained), or infringing; or (c) accept direct Distributor to return such Product to VASCO and refund to Distributor or Distributor's customer the return of purchase price originally paid less a use credit equal to the Product and grant Customer a credit applicable VASCO lease charges for the then depreciated value period of use. VASCO shall only resort to option (c) after having exerted reasonable effort to remedy the infringing Product, which for the purposes of this Article shall be presumed to depreciate situation 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 case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof based upon: first utilizing option (a) GeoQuest's or (b). VASCO has no liability for any claim, suit or action pursuant to this Paragraph based upon or arising out of compliance with CustomerDistributor's specificationsdesigns, (b) specifications or instructions; modification of the Product; or the combination operation or use of the Product with other products or items not furnished or approved in writing by GeoQuestVASCO. THE FOREGOING STATES VASCO'S ENTIRE LIABILITY AND OBLIGATIONS AND DISTRIBUTOR'S EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM, (c) any unauthorized addition to or modification of the Product, (d) any use of the Product in the performance of a method or process (practice of a process), except where such practice 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)SUIT OR ACTION ALLEGING INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.

PATENT AND COPYRIGHT INDEMNITY. GeoQuest shall defend, or at its option settle, any claim, proceeding or 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: (a) 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 control of the defense of any action on such claim and of all negotiations for its settlement or compromise, 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 a claim of infringement or the like under such patent or copyright laws, Customer shall permit GeoQuest, at GeoQuest's option, to either: (a) procure for Customer the right to continue using the Product, (b) replace or modify the Product so that it becomes non-infringing (provided the same level of functionality is maintained), or (c) accept the return of the Product and 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 case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's specifications, (bspecifications,(b) the combination of the Product with other items not furnished or approved in writing by GeoQuest, (c) any unauthorized addition to or modification of the Product, (d) any use of the Product in the performance of a method or process (practice of a process), except where such practice 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. GeoQuest A. 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 defendbe 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, determined by a court of competent jurisdiction, for such infringement, provided that Buyer gives Seller notice promptly of such claim, suit or action, and shall 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 Seller alleging infringement by the use of any such equipment or documentation, furnished under this Agreement, in combination with other articles or in carrying out any process covered by 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 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) 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 at its option settlesuch settlement, consent or cessation could otherwise reasonably be expected to interfere with or adversely affect the business, operations or assets of the Seller; (ii) such 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, neither Buyer nor Seller makes any warranty to the other with respect to any claim, proceeding suit, or action brought against Customer based upon of any third party by way of infringement and neither party shall be responsible to the other for any loss, cost or damages consequential or otherwise, that may be suffered by the other as a claim that a Product supplied by GeoQuest constitutes a direct infringement result 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: (a) 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 control of the defense of any action on such claim and of all negotiations for its settlement or compromisesuit, or (b) if Customer makes any admission regarding infringementaction. Should a Product become, or in GeoQuest's opinion be likely to become, the subject of a claim of infringement or the like under such patent or copyright laws, Customer shall permit GeoQuest, at GeoQuest's option, to either: (a) procure for Customer the right to continue using the Product, (b) replace or modify the Product so that it becomes non-infringing (provided the same level of functionality is maintained), or (c) accept the return of the Product and 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 case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's specifications, (b) the combination of the Product with other items not furnished or approved in writing by GeoQuest, (c) any unauthorized addition to or modification of the Product, (d) any use of the Product in the performance of a method or process (practice of a process), except where such practice 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. GeoQuest shall defendA. Xxxxxx warrants that, to the best of its knowledge, the Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right or at its option settle, other intellectual property right of any claim, proceeding or action brought third party. If Customer promptly notifies Hxxxxx in writing of a third party claim against Customer based upon that any of the Equipment or Software provided by Hxxxxx infringes a claim that a Product supplied by GeoQuest constitutes a direct infringement patent, copyright trade secret or other intellectual property right of a patent third party, Hxxxxx will indemnify, defend and hold Customer harmless with respect to such claim at Hxxxxx’ expense and will pay any costs or copyright issued under damages that may be finally determined against Customer. In the laws event 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 HNS shall have no liability under this Article: (a) unless GeoQuest is notified promptly the right to control the defense thereof and Customer shall provide such reasonable assistance and information, at HNS’ expense, as HNS requests in writing by Customer of each notice and communication regarding such claim, as it is given the complete authority, information and assistance necessary for such defense, and is given sole control of the defense of any action on such claim and of all negotiations for its settlement or compromise, or (b) if Customer makes any admission regarding infringementavailable to Customer. Should a Product becomeB. Further, if any such item is, or in GeoQuest's Hxxxxx’ opinion be is likely to becomebe, the subject of a claim of infringement or the like under such patent or copyright lawsheld to constitute an infringing product, Customer Hxxxxx shall permit GeoQuest, at GeoQuest's option, to either: its expense and option either (a) procure the right for Customer the right to continue using the Productit, (b) replace or modify the Product so that it becomes with a non-infringing (provided the same level of functionality is maintained), or (c) accept the return of the Product and 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 equivalent reasonably acceptable to Customer, GeoQuest may terminate the lease or rental and Customer's sole remedy in such case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's specifications, (b) the combination of the Product with other items not furnished or approved in writing by GeoQuest, (c) any unauthorized addition modify it to make it non-infringing or modification of the Product, (d) any use of the Product in the performance of a method or process (practice of a process), except where such practice 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), 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 (e)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 or agreed upon in any settlement 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 if Customer does not undertake the defense thereof. D. The foregoing indemnity shall be Customer’s sole and exclusive remedy for any patent and copyright infringement claims arising out of the use of the Equipment, Software and documentation provided to Customer hereunder, and is in lieu of any other indemnity or warranty, express or implied, with respect to intellectual property.

PATENT AND COPYRIGHT INDEMNITY. GeoQuest shall defendVENDOR agrees to indemnify and hold SWBT harmless from and against any loss, liability, damage or expense (including increased damages for willful infringement, punitive damages, attorneys' fees and court costs) that may result by reason of any infringement, or at its option settleclaim of infringement, of any claimtrade secret, proceeding patent, trademark, copyright or action brought against Customer other proprietary interest of any third party based upon a on the normal use or installation of any MATERIAL, Software Documentation, program or Services furnished to SWBT hereunder, except to the extent that such claim that a Product supplied by GeoQuest constitutes a direct infringement of a patent arises from VENDOR's compliance with SWBT's detailed specifications or copyright issued under the laws of the country of original deliveryinstructions for which SWBT agrees to indemnify VENDOR. Such exception will not, and GeoQuest shall pay those costs and damages finally awarded against Customer in any such action or proceeding which result from any such claimhowever, provided always that GeoQuest shall have no liability under this Article: include: (a) unless GeoQuest is notified promptly in writing by Customer of each notice and communication regarding Merchandise available on the open market or the same as such claim, is given the complete authority, information and assistance necessary for such defense, and is given sole control of the defense of any action on such claim and of all negotiations for its settlement or compromise, or merchandise. (b) if Customer makes Items of VENDOR's origin, design or selection. VENDOR warrants that it has made reasonable independent investigation (including obtaining legal opinions) to determine the legality of its right to produce and sell the Material/Equipment/Services provided herein. If an injunction or order is obtained against SWBT's use of any admission regarding infringement. Should a Product becomeMATERIAL, Software, Documentation, program or Services, or if in GeoQuestVENDOR's opinion be any MATERIAL, Software, Documentation, program or SERVICE is likely to become, become the subject of a claim of infringement or the like under such patent or copyright lawsinfringement, Customer shall permit GeoQuestVENDOR will, at GeoQuest's option, to either: its expense: (ai) procure Procure for Customer SWBT the right to continue using the ProductMATERIAL, software, documentation, program or SERVICE; or (bii) After consultation with SWBT, replace or modify the Product so that MATERIAL, Software, Documentation, program or SERVICE to make it becomes non-infringing (provided the same level of functionality a substantially similar, functionally equivalent, RESTRICTED - PROPRIETARY INFORMATION The information contained herein is maintained), or (c) accept the return for use by authorized employees of the Product parties hereto only and grant Customer a credit is not for the then depreciated value of the infringing Productgeneral distribution within or outside their respective companies. noninfringing MATERIAL, which for the purposes of this Article shall be presumed to depreciate by one-fifth (1/5) of its purchase price per yearsoftware, documentation, program or SERVICE. If the infringing Product MATERIAL, Software, Documentation, program or SERVICE is leased purchased or rented licensed and neither (i) nor (ii) above is possible, SWBT may cancel the applicable Order and require VENDOR to Customerremove such MATERIAL, GeoQuest may terminate Software, Documentation, program or SERVICE from SWBT's location and refund any charges paid therefore by SWBT. In no event will SWBT be liable to VENDOR for any charges after the lease date that SWBT no longer uses any MATERIAL, Software, Documentation, program or rental and Customer's sole remedy in such case shall be SERVICE because of actual or claimed infringement. Each party hereto agrees to defend or settle, at its own expense, any action or suit against the return by GeoQuest other party hereto for which it is responsible under this clause. Each party further agrees to notify the other party promptly of any payments made by Customer claim of infringement for periods which the other party is responsible hereunder and cooperate with the other party in every reasonable way to facilitate the defense thereof. In the event that VENDOR, after notification of any claim for which VENDOR is responsible, does not assume the defense of such termination. GeoQuest shall have no liability or obligation to Customer under this Article action, VENDOR will reimburse SWBT for any patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's specifications, (b) all of its costs incurred in the combination defense of the Product with other items claim, including, but not furnished or approved in writing by GeoQuest, (c) any unauthorized addition limited to or modification attorneys' fees and interest on such SWBT's payment of said amounts from the Product, (d) any use date of the Product in the performance SWBT's payment of a method or process (practice of a process), except where such practice 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)said amounts.

PATENT AND COPYRIGHT INDEMNITY. GeoQuest shall EFTIA will defend, or at its option settleown expense, any claim, proceeding or legal action brought against Customer the End User to the extent that it is based upon on a claim that the Software used within the scope of this Agreement infringes a Product supplied by GeoQuest constitutes a direct infringement patent, copyright or other intellectual property right of a patent or copyright issued under the laws of the country of original deliverythird party, and GeoQuest shall EFTIA will pay those any costs and damages finally awarded against Customer the End User in any such action that are attributable to any such claim or proceeding which result from any incurred by the End User through settlement thereof. However, such defense and payments are subject to the condition that the End User must: (i) notify EFTIA promptly in writing of such claim, provided always that GeoQuest shall (ii) permit EFTIA to have no liability under this Article: (a) 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 control of the defense defence, compromise or settlement of such claim, including, any action on appeals, provided that EFTIA will not settle any claims against the End User without the End User's prior written consent, which will not be unreasonably withheld, and (iii) reasonably cooperate with EFTIA in the defence or settlement of such claim and of all negotiations at no charge to EFTIA. Except as described above, EFTIA shall not be liable for its settlement any other costs, damages or compromise, fees incurred by the End User in connection with such action or (b) if Customer makes any admission regarding infringement. claim unless authorized in writing by EFTIA. Should a Product the Software become, or in GeoQuest's EFTIA'S opinion be likely to become, the subject of a claim of infringement or any such claim, the like under such patent or copyright laws, Customer End User shall permit GeoQuestEFTIA, at GeoQuest's optionEFTIA'S option and expense, to either: (a) procure for Customer the End User the right to continue using the ProductSoftware, (b) replace or modify the Product Software so that it becomes non-infringing (provided the same level of functionality is maintained)infringing, or (c) accept if the foregoing, is nor practicable, terminate the right to use the Software and remove the Software, upon which termination the End User agrees to promptly return and/or destroy all copies of the Product Software and grant Customer a credit certify the same to EFTIA, whereupon EFTIA will refund the End User license fees for the then Software as depreciated value of the infringing Product, which for the purposes of this Article shall be presumed to depreciate by one-fifth on a straightens three (1/53) of its purchase price per yearyear basis. If the infringing Product is leased or rented to Customer, GeoQuest may terminate the lease or rental and Customer's sole remedy in such case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest EFTIA shall have no liability or obligation to Customer under this Article liability, for any claim of patent or copyright infringement or claim thereof which is based upon: on (a) GeoQuest's compliance with Customer's specificationsthe use of other than the then latest version the Software, if such infringement could have been avoided by the use of the latest version so long as the latest version is available to the End User at no charge, (b) the use or combination of the Product Software with software, hardware or other items materials not furnished provided or approved in writing by GeoQuestEFTIA, provided such infringement would not have arisen but for such use or combination, (c) any unauthorized addition to or modification use of the ProductSoftware in a manner other than for which it was designed or contemplated as evidenced by EFTIA'S published specification, (d) any use modification by the End User or a third party of the Product in the performance of a method or process (practice of a process), except where such practice Software that is solely completed not approved by or within the ProductEFTIA, or (e) informationany compliance with specific, service detailed written designs, plans or assistance provided specifications furnished by GeoQuest the End User or on the End User's behalf. This section 11 ("Patent and Copyright Indemnity") states the entire liability of EFTIA, and the End User's sole and exclusive remedy, with respect 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 patentpatents, copyright copyrights, or other proprietary right which results from a claim based upon (a)intellectual property rights, (b), (c), (d), and EFTIA shall have no additional liability with respect to any alleged or (e)proved infringement.

PATENT AND COPYRIGHT INDEMNITY. GeoQuest (a) Seller warrants that the use of the System by Buyer pursuant to the terms hereof shall defendnot constitute an infringement of any existing patent, copyright or at its option settle, other right. Seller hereby agrees to defend or settle any claimsuit, proceeding or action claim brought against Customer Xxxxx based upon on a claim that a Product supplied the use of the System or any part thereof by GeoQuest Buyer constitutes a direct an infringement of a patent any existing patent, copyright or copyright issued under the laws of the country of original delivery, and GeoQuest other right. Seller shall pay those all damages or costs and damages finally awarded against Customer or expenses, including attorneys' fees, incurred by Xxxxx in any such action suit, proceeding or proceeding which result from any such claim, provided always that GeoQuest shall have no liability under this Article: (a) 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 control of the defense of any action on such claim and of all negotiations for its settlement or compromise, or . (b) if Customer makes In the event the System or any admission regarding infringement. Should a Product become, or part thereof shall be in GeoQuestSeller's opinion be likely to become, or shall become the subject of a claim of infringement for patent, copyright, or the like under such patent or copyright lawsother infringement, Customer shall permit GeoQuestsubject to §13(c) hereof, Seller may, at GeoQuestits option and expense, and without diminishing Seller's optionobligations under §13(a) hereof, to either: (a) procure for Customer Buyer the right to continue using such affected part of the Product, (b) replace System or modify such affected part to become noninfringing. Should Seller elect to remove or modify such infringing part of the Product so System, Seller shall forthwith replace such part with a functionally equivalent noninfringing part and/or take other appropriate action to ensure that it becomes non-infringing (provided the same level of functionality is maintained)System conforms to the Specifications to Buyer's satisfaction, or without cost to Buyer. (c) accept In the return event that Seller shall refuse or shall be unable to supply or shall be prevented from supplying the System or any part thereof to Buyer, or in the event that Buyer's continued use of the Product and grant Customer a credit for the then depreciated value System shall be prohibited or enjoined at any time, Seller shall promptly replace all affected parts of the infringing ProductSystem 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, which for the purposes of this Article shall be presumed without cost 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 case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's specifications, (b) the combination of the Product with other items not furnished or approved in writing by GeoQuest, (c) any unauthorized addition to or modification of the Product, Buyer. (d) any use Seller warrants that Buyer shall suffer no interruption of the Product in the performance of its normal business activities or cycles as a method or process (practice of a process), except where such practice 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 result of any patentclaimed infringement, copyright any litigation referred to in §13(a) hereof or other proprietary right which results from a claim based upon (a), (b), (c), (d), any replacement of items contemplated in §§13(b) or (e)13(c) hereof.

PATENT AND COPYRIGHT INDEMNITY. GeoQuest Seller shall defend, or at its option settle, any claim, proceeding or action brought defend Buyer against Customer based upon a claim that a Product Seller-manufactured products or latest unmodified release of Software supplied by GeoQuest constitutes a direct infringement of hereunder infringe a patent or copyright issued under granted or registered in the laws United States, unless Buyer fails to (i) promptly notify Seller in writing of the country claim, (ii) grant Seller sole control of original deliverythe defense and all related settlement negotiations, or (iii) give Seller information and GeoQuest assistance for the defense, all at Seller's expense and Seller is materially prejudiced by Buyer's actions. Subject to the conditions and limitations of liability stated in this Agreement, Seller shall indemnify and hold Buyer harmless from all payments that by final judgments in such suits may be assessed against Buyer on account of such infringement and shall pay those resulting settlements, costs and damages finally awarded against Customer in any Buyer by a court of law. Seller represents and warrants that it knows of no such action or proceeding which result from any such claim, provided always that GeoQuest shall have no liability under this Article: (a) 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 control claims pending as of the defense date of any action on such claim and of all negotiations for its settlement this agreement. Buyer agrees that if Seller-manufactured products or compromise, or (b) if Customer makes any admission regarding infringement. Should a Product Software become, or in GeoQuestSeller's opinion be are likely to become, the subject of such a claim claim, Buyer will permit Seller, at its option and expense, either to procure the right for Buyer to continue using such products or Software or to replace or modify same so that they become non-infringing, and, if neither of infringement the foregoing alternatives is available on terms which are reasonable in Seller's judgment, Buyer can return Seller-manufactured products and/or Software for full credit on the entire unusable portion thereof. Seller will promptly notify Buyer of any suit or the like under such action brought by a third party against Seller for patent or copyright lawsinfringement that Seller, Customer shall permit GeoQuestin its sole judgment, at GeoQuestbelieves has the potential to adversely affect Buyer's option, to either: (a) procure for Customer the right to continue using the Product, (b) replace products or modify the Product so that it becomes non-infringing (Software provided the same level of functionality is maintained), or (c) accept the return of the Product and grant Customer a credit for the then depreciated value of the infringing Product, which for the purposes of under this Article shall be presumed to depreciate by one-fifth (1/5) of its purchase price per yearAgreement. If the infringing Product is leased or rented to Customer, GeoQuest may terminate the lease or rental and Customer's sole remedy in such case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have Seller has no liability or obligation to Customer under this Article for any claim of patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's upon adherence to specifications, designs or instructions furnished by Buyer, nor for any claim based upon the combination, operation or use of any Seller-manufactured products or Software supplied hereunder with products, software or data not supplied by Seller (b) the combination except where Seller has approved such combination, operation or use), nor for any claim based upon alteration of the Product with other items not furnished or approved in writing by GeoQuest, (c) any unauthorized addition to products or modification of the Product, (d) any use of the Product in the performance of a method or process (practice of a process), except where such practice is solely completed software supplied 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 entities other proprietary right which results from a claim based upon (a), (b), (c), (d), or (e)than Seller.

PATENT AND COPYRIGHT INDEMNITY. GeoQuest Telenetics warrants that the use of the Products and documentation furnished to Xxxxxxx Electric shall defend, be free and clear of infringement of and United States patent or at its option settle, any registered copyright covering the structure of such articles or documentation. In the event of a claim, proceeding suit or action brought against Customer based upon Xxxxxxx Electric alleging such infringement, Telenetics shall defend and save Xxxxxxx Electric harmless from liability, as finally determined by a claim court of competent jurisdiction, for such infringement, provided that a Product supplied by GeoQuest constitutes a direct infringement Xxxxxxx Electric shall have made timely payment of a patent all amounts due for the article involved in the claim, suit or copyright issued under the laws action, that Xxxxxxx Electric shall have notified Telenetics promptly in writing 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 suit or action, that GeoQuest Xxxxxxx Electric shall have no liability under this Article: (a) unless GeoQuest is notified promptly in writing by Customer of each notice and communication regarding such claim, is given the complete authority, Telenetics all proper information and assistance necessary for such defense, requested by Telenetics and is given sole 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 action on such claim and part thereof by reason of all negotiations for its settlement or compromise, or (b) if Customer makes any admission regarding infringement. Should a Product become, or in GeoQuest's opinion be likely to become, the subject infringement of a claim of infringement or the like under such United States patent or copyright lawsotherwise within the scope of this Paragraph, Customer shall permit GeoQuestTelenetics will, at GeoQuest's option, to its option either: : (a) procure Procure for Customer Xxxxxxx Electric, at Telenetics' expense, the right to continue using the Product, Products; (b) replace Replace or modify the Product same so that it becomes shall be non-infringing (provided the same level of functionality is maintained), or infringing; or (c) accept Direct Xxxxxxx Electric to return such Products to Telenetics, and refund to Xxxxxxx Electric the return purchase price originally paid less a use credit equal to the depreciation of the Product and grant Customer installed units based on a credit for 10-year straight lined depreciation method. in addition to the then depreciated value of the infringing Productabove purchase price rebate, which for the purposes of this Article less use fee, Telenetics shall be presumed liable for all in and out and shipping fees arising out of above said injunction. Telenetics shall only resort to depreciate option (c) after having exerted reasonable effort to remedy the situation 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 case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof based upon: first utilizing option (a) GeoQuest's compliance with Customer's specifications, or (b) the combination ). Telenetics has no liability for any claim, suit or action pursuant to this Paragraph based upon or arising out of the Product combination, operation or use of the Products with other 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 approved in writing by GeoQuest, (c) any unauthorized addition to or modification of the Product, (d) any use of the Product in the performance of a method or process (practice of a process), except where such practice 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 action alleging infringement of any patent, copyright or other proprietary right which results from a claim based upon (a), (b), (c), (d), or (e)intellectual property rights.

PATENT AND COPYRIGHT INDEMNITY. GeoQuest shall defendA. 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 at its option settle, sale thereof or that any claim, proceeding documentation infringes any United States or action brought against Customer based upon a claim that a Product supplied by GeoQuest constitutes a direct infringement of a Argentinian patent or copyright issued under the laws of the country of original deliverycopyright, and GeoQuest shall to pay those any royalties and other costs related to the settlement of such request and to pay the costs and damages damages, including attorney's fees, finally awarded against Customer in as the result of any such action or proceeding which result from any suit based on such claim, provided always that GeoQuest shall have no liability under this Article: 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 option and expense, either (a) unless GeoQuest negotiate a license or other agreement with plaintiff so that such item is notified promptly in writing by Customer of each notice and communication regarding no longer infringing, (b) modify such claimitem suitably or substitute a suitable item therefore, which modified or substituted item is given the complete authority, information and assistance necessary for not subject to such defenseinjunction, and is given sole control to extend the provisions of the defense of any action on such claim and of all negotiations for its settlement or compromisethis Article thereto, or, if (a) or (b) if Customer makes any admission regarding infringement. Should a Product become, or in GeoQuestcannot be effected by Seller's opinion be likely to become, the subject of a claim of infringement or the like under such patent or copyright laws, Customer shall permit GeoQuest, at GeoQuest's option, to either: (a) procure for Customer the right to continue using the Product, (b) replace or modify the Product so that it becomes non-infringing (provided the same level of functionality is maintained), or (c) accept the return of the Product reasonable and 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 case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's specifications, (b) the combination of the Product with other items not furnished or approved in writing by GeoQuestdiligent efforts, (c) any unauthorized addition to or modification of the Productrepurchase 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 the Product any item provided by Seller in the performance of a method or process (practice of a process), except where such practice is solely completed combination with products not supplied by or within the ProductSeller, or (eiii) information, service that a manufacturing or assistance other process carried out by or through Buyer and utilizing any item provided by GeoQuest to Customer, excluding software programs and maintenance/operation manuals. Customer shall defend and hold GeoQuest harmless against any expense, judgment Seller constitutes either direct or loss for alleged contributory infringement of any patentUnited 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 or agreed upon for infringement of any United States patent or copyright in any suit resulting from Other Claims, copyright and from reasonable expenses incurred by Seller in defense of such suit if Buyer does not undertake the defense thereof. D. In no event will Seller or Buyer be liable for damages hereunder in excess of the contract price or for consequential damages or costs. This indemnity is in lieu of any other proprietary right which results from a claim based upon (a)indemnity or warranty, (b)express or implied, (c), (d), or (e)with respect to patents and copyrights. Use of contract data is subject to restriction on title page.

PATENT AND COPYRIGHT INDEMNITY. GeoQuest shall A. HNS shall, at its own expense, defend, indemnify and hold BTL harmless from and against any request for royalty payments or at its option settleany claim for equitable relief or damages against BTL based on an allegation that 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 claimother products acquired by BTL from HNS pursuant to this agreement), proceeding or action brought against Customer based upon a claim that a Product supplied by GeoQuest constitutes a direct infringement of a the use, lease, or sale thereof, infringes any United States patent or copyright issued under the laws of the country of original deliverycopyright, and GeoQuest shall pay those any royalties and other costs related to the settlement of such request, and shall pay the costs and damages damages, including attorneys' fees, finally awarded against Customer in as the result of any such action or proceeding which result from any suit based on such claim, provided always that GeoQuest shall have no liability under this Article: (a) unless GeoQuest BTL is notified promptly 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 by Customer of each notice and communication regarding as it is available to BTL for resisting such claim, is given the complete authority, information and assistance necessary request or for such defense, and is given sole control of 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 action on such claim suit, the use, lease, or 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) modify such product suitably or substitute a suitable product therefor, which modified or substituted product is not subject to such injunction and which shall be covered by the terms of this Agreement, or if (i) or (ii) cannot be effected by HNS's reasonable and diligent efforts, (iii) refund to BTL all negotiations payments received from BTL for its settlement that DSS Equipment rendered useless upon return receipt by HNS of such DSS Equipment. C. Notwithstanding the above, HNS shall not be liable for any damage or compromisecosts to the extent specifically resulting from claims (i) that HNS's compliance with BTL's designs, specifications, or instructions, (ii) that use of any of the DSS Equipment in combination with products not supplied by HNS, or (biii) if Customer makes that a manufacturing or other process carried out by or through BTL and utilizing any admission regarding infringement. Should a Product becomeof the DSS Equipment, constitutes either direct or in GeoQuest's opinion be likely contributory infringement of any United States patent (such claim being collectively referred to become, the subject herein as "Other Claims"). BTL shall indemnify HNS from any and all damage and costs (including settlement costs) finally awarded or agreed upon for infringement of a claim of infringement or the like under such any United States patent or copyright lawsin any suit to the extent specifically resulting from Other Claims, Customer shall permit GeoQuestand from reasonable expenses incurred by HNS in defense of such suit if BTL does not undertake the defense thereof. D. This indemnity is in lieu of any other liability, at GeoQuest's optionwhether or not based on indemnity or warranty, express or implied, with respect to either: (a) procure for Customer patents and copyrights. E. Notwithstanding anything herein to the right contrary, the maximum liability of either party to continue using the Product, (b) replace or modify the Product so that it becomes non-infringing (provided the same level of functionality is maintained), or (c) accept the return of the Product and grant Customer a credit for the then depreciated value of the infringing Product, which for the purposes of other arising pursuant to this Article Section 25 shall be presumed limited to depreciate by one-fifth (1/5) of its purchase price $1,000,000 per yearclaim. If the infringing Product is leased or rented to Customer, GeoQuest may terminate the lease or rental and Customer's sole remedy in such case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer Liability under this Article for any patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's specifications, (b) Section 25 shall not be subject to the combination of the Product with other items not furnished or approved in writing by GeoQuest, (c) any unauthorized addition to or modification of the Product, (d) any use of the Product in the performance of a method or process (practice of a process), except where such practice 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)limitations imposed under Section 24.

PATENT AND COPYRIGHT INDEMNITY. GeoQuest shall defend, or at its option settle, If notified promptly in writing of any claim, proceeding or action brought against the Customer based upon on a claim that a Product supplied by GeoQuest constitutes a direct infringement of a patent or copyright issued under the laws current, unaltered release of the country of original deliveryProducts supplied to the Customer infringes a patent, copyright, trade secret or other intellectual property right, SDI shall defend such action at its expense and GeoQuest shall pay those any costs and (including reasonable attorney's fees) or damages finally awarded against Customer in any such action or proceeding which result from any that are attributable to such claim, provided always that GeoQuest SDI shall have no liability under this Article: (a) 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 control of the defense of any such action on such claim and of 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 (b) if Customer makes any admission regarding infringement. Should a Product become, or in GeoQuestSDI's opinion be any of the Products supplied to the Customer hereunder is likely to become, become the subject of a successful claim of infringement or the like under such patent or copyright lawsinfringement, Customer shall permit GeoQuestSDI shall, at GeoQuest's optionits option and expense, to either: (a) either procure for the Customer the right to continue using the Productsuch Products, (b) replace or modify the Product same so that it becomes non-infringing infringing, or grant the Customer a prorated refund (provided depreciated on a straight-line five (5) year basis) for such Products and accept its return. Notwithstanding the same level foregoing, SDI shall not have any liability to the Customer under this Section 6 if the infringement or claim is based upon (i) the use of functionality any of the Products in combination with other equipment or software that is maintained)not furnished by SDI if such claim would have been avoided were it not for such combination, or (cii) accept Products that have been modified or altered by the return of the Product and 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 yearCustomer. If the infringing Product is leased or rented to Customer, GeoQuest may terminate the lease or rental and Customer's sole remedy in such case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's specifications, (b) the combination of the Product with other items not furnished or approved in writing by GeoQuest, (c) any unauthorized addition to or modification of the Product, (d) any use of the Product in the performance of a method or process (practice of a process), except where such practice 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. The Customer shall defend indemnify and hold GeoQuest SDI harmless against any expense, judgment or loss for alleged infringement of any patentpatents, copyright copyrights, trademarks or other proprietary right which results from intellectual property rights as a claim based upon (a)result of SDI's compliance with the Customer's designs, (b)specifications or instructions. No cost or expenses shall be incurred for the account of SDI without the prior written consent of SDI. THE FOREGOING STATES THE ENTIRE LIABILITY OF SDI WITH RESPECT TO INFRINGEMENT OF PATENTS, (c)COPYRIGHTS, (d), or (e)TRADE SECRETS OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS BY ANY OF THE PRODUCTS OR ANY PART THEREOF OR THEIR OPERATION.