Common use of PATENT AND COPYRIGHT INDEMNITY Clause in Contracts

PATENT AND COPYRIGHT INDEMNITY. A. Xxxxxx warrants that, to the best of its knowledge, the Services, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right or other intellectual property right of any third party. If Customer promptly notifies Hxxxxx in writing of a third party claim against Customer that any of the Equipment, Software or Service provided by Hxxxxx infringes 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 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 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. A. Xxxxxx warrants that8.1 The Backbone shall, at its own expense, defend or settle any suit or proceeding that is instituted against Licensee to the best of its knowledge, the Services, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right extent such suit or other intellectual property right of any third party. If Customer promptly notifies Hxxxxx in writing of a third party claim against Customer proceeding alleges that any of the Equipment, Software or Service provided Products licensed by Hxxxxx The Backbone hereunder infringes a patent, copyright trade secret or other any 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 shall pay any costs all damages awarded therein against Licensee or damages agreed upon in settlement by The Backbone; provided that may be finally determined against Customer. In the event Licensee (i) gives The Backbone immediate notice in writing of any such claimsuit, HNS shall have proceeding or threat thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the right to control charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the defense thereof and Customer shall provide such needed information, reasonable assistance and informationauthority, at HNS’ The Backbone’s expense, as HNS requests in writing and as it is available to Customerenable The Backbone to defend or settle such suit. B. Further8.2 The above provision shall not apply to, if and The Backbone shall have no liability or obligation for, 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 infringement arising from 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 following: (i) HNS' compliance with Customer’s designsany modification, specifications, servicing or instructions, 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 item provided by HNS in combination with products not supplied by HNS, Third Party Products. This exclusion applies to the extent that the claim infringement would not have otherwise arisen been avoided but for such combined usemodification, 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) a manufacturing or other process carried out by or through Customer and utilizing any item provided by HNS modify such Product so 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 it no longer infringes 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 thereofremains functionally equivalent. 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. A. Xxxxxx warrants that15.1 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 Reseller to the best extent such suit or proceeding alleges that any Product sold by 3Com hereunder infringes any duly issued patent or copyright of its knowledge, the Services, Software United States or the Territory and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right shall pay all damages awarded therein against Reseller or other intellectual property right of any third party. If Customer promptly notifies Hxxxxx agreed upon in settlement by 3Com; provided that Reseller (i) gives 3Com immediate notice in writing of a third party claim against Customer that any of the Equipment, Software or Service provided by Hxxxxx infringes 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 claimsuit, HNS shall 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, proceeding 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 instructionsthreat thereof, (ii) permits 3Com sole control, through counsel of 3Com's choice, to defend and/or settle such suit and (iii) gives 3Com all the needed information, assistance and authority, at 3Com's expense, to enable 3Com to defend or settle such suit. 15.3 The above provision shall not apply to and 3Com shall have no liability or obligation for any infringement arising from: (i) any modification, servicing or addition made to the Product by anyone other than 3Com, (ii) the use of any item provided by HNS such Product as a part of or in combination with products any devices, parts or software not supplied provided by HNS3Com, (iii) compliance with Reseller's design requirements or specifications, (iv) the use of other than the then current unaltered release of the software Product available from 3Com or (v) the use of such Product to practice any method or process which does not occur wholly within the Product. The above exclusions apply to the extent that the claim infringement would not have otherwise arisen been avoided but for such combined usemodifications, combinations, compliance with specifications, use of other than the current release or practice of such method or process. 15.4 In the event the use or sale of any Product purchased from 3Com is enjoined, or in the event 3Com wishes to minimize its potential liability hereunder, 3Com may, at its sole option and expense: (i) procure for Reseller the right to use or sell such Product; (ii) substitute a functionally equivalent, non-infringing unit of the Product; (iii) a manufacturing modify such Product so that it no longer infringes but is substantially equivalent in functionality; 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(iv) if none of the Development Services Agreement heretofore entered into 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 parties, as said exclusion applies straight line method. 3Com shall in no event be obligated to claims accept new orders for Products which are subject to a claim 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 thereofcovered under this Section. 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 Equipment15.5 THIS SECTION STATES 3COM'S TOTAL RESPONSIBILITY AND LIABILITY, Software and documentation provided to Customer hereunderAND THE RESELLER'S SOLE REMEDY, and is in lieu of any other indemnity or warrantyFOR 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, express or implied, with respect to intellectual propertyIMPLIED OR STATUTORY WARRANTIES OR CONDITIONS REGARDING INFRINGEMENT.

PATENT AND COPYRIGHT INDEMNITY. A. Xxxxxx warrants that8.1 ENGAGE shall defend any action, suit or proceeding brought against LYCOS which alleges that any ENGAGE Product infringes any U.S. patent or U.S. copyright and ENGAGE shall pay LYCOS's reasonable legal costs and damages awarded against LYCOS provided that LYCOS promptly notifies ENGAGE of the action and gives ENGAGE the opportunity, full authority, information and assistance for the defense of the action, but ENGAGE shall not be responsible for any legal costs incurred or settlement made without its consent. ENGAGE may, at its sole option and at its expense either: (i) replace or modify the ENGAGE Product so that infringement will not exist; (ii) remove the ENGAGE Product involved and refund LYCOS a portion of the price thereof as depreciated over a two (2) year life of the Software commencing upon the date of delivery; or (iii) obtain for LYCOS the right to continue using the ENGAGE Product. ENGAGE disclaims all other liability for copyright, patent or other infringement, including any incidental or consequential damages. ENGAGE shall have no liability for any infringement or claim thereof based upon: (i) the combination of ENGAGE Products with products not produced by ENGAGE, or (ii) modification or alteration of ENGAGE Products by third parties. 8.2 Any provision of this Agreement to the best of its knowledgecontrary notwithstanding, the Services, Software and the Equipment will not infringe ENGAGE shall have no liability to LYCOS for any patent, copyright, trademark, trade secret, mask work right copyright or other intellectual property right of any third party. If Customer promptly notifies Hxxxxx in writing of a third party claim against Customer that any of the Equipment, Software or Service provided by Hxxxxx infringes 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 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 infringement for any such damages Product not produced by ENGAGE, whether alone 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 ENGAGE Products. Any vendor obligations regarding 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 for non-ENGAGE Products, if any, will be set forth in 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 propertyapplicable vendor agreement.

PATENT AND COPYRIGHT INDEMNITY. A. Xxxxxx warrants that(a) Roxio agrees to defend, or at Roxio’s option settle, at Roxio’s own expense and under Roxio’s sole control, any claim, suit or proceeding brought against 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 best limitations herein. Roxio shall pay any final judgment entered in such action. Roxio shall be relieved of its knowledgethe 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 Servicessubject of any claim, Software and the Equipment will not infringe suit or proceeding for infringement of any United States patent, copyright, trademark, or misappropriation of a trade secret, mask work right or other intellectual property right of any third party. If Customer promptly notifies Hxxxxx in writing of a third party claim against Customer that any if the sale or use of the EquipmentProduct, Software or Service provided by Hxxxxx infringes a patentany part thereof, copyright trade secret or other intellectual property right of a third partyis enjoined, Hxxxxx will indemnifythen Roxio may, defend at Roxio’s option and hold Customer harmless with respect to such claim at Hxxxxx’ expense expense: (i) procure for Distributor and will pay any costs or damages that may be finally determined against Customer. In the event of any such claim, HNS shall have its customers the right to control sell or use 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 isProduct, or in Hxxxxx’ opinion is likely to besuch part thereof, held to constitute an infringing productunder such patent, Hxxxxx shall at its expense and option either copyright, trademark or the misappropriation of a trade secret; or (a) procure the right for Customer to continue using it, (bii) replace it the Product, or part thereof, with a non-infringing equivalent reasonably acceptable to Customer, (c) modify it to make it non-infringing other suitable Product or part; or (d)iii) suitably modify the Product, only or part thereof; or (iv) if the remedies above are impracticableuse of the Product, or part thereof, is prevented by injunction, accept the return of such item andthe Product, in addition to or part thereof, and refund the indemnification obligations above and such other rights and remedies of Customer available hereinPrice paid therefor by Distributor, refund to Customer the fees paid for such item less a reasonable amount sum for Customer’s use of the relevant item up to the time of return. C. Notwithstanding the above, HNS will and damage Roxio shall not be liable for any such damages costs or costs attributable to claims resulting from expenses incurred without its prior written authorization. (b) Notwithstanding the provisions of Section 10.2 above, Roxio assumes no liability for (i) HNS' compliance with Customer’s designsinfringement of patent claims covering completed equipment or any assembly, specificationscircuit, combination, method or instructions, process in which any of the Products may be used but not covering a Product standing alone; (ii) use any trademark infringements involving any marking or branding not applied by Roxio, or involving any marking or branding applied at the request 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, Distributor; 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 or agreed upon in any settlement modification of a claim for infringement of Product, or any patent or intellectual property right in any suit resulting from Other Claimspart thereof, and from reasonable expenses incurred unless such modification was made by HNS in defense of such suit if Customer does not undertake the defense thereofRoxio. D. (c) The foregoing indemnity shall be Customer’s sole provisions of this Section 10 state the entire liability and obligations of Roxio and the 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, Distributor with respect to intellectual propertyany alleged patent, copyright, trademark infringement or misappropriation of a trade secret by the Products or any part thereof.

PATENT AND COPYRIGHT INDEMNITY. A. Xxxxxx warrants that9.1 The Backbone shall, at its own expense, defend or settle any suit or proceeding that is instituted against Licensee to the best of its knowledge, the Services, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right extent such suit or other intellectual property right of any third party. If Customer promptly notifies Hxxxxx in writing of a third party claim against Customer proceeding alleges that any of the Equipment, Software or Service provided Products licensed by Hxxxxx The Backbone hereunder infringes a patent, copyright trade secret or other any 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 shall pay any costs all damages awarded therein against Licensee or damages agreed upon in settlement by The Backbone; provided that may be finally determined against Customer. In the event Licensee (i) gives The Backbone immediate notice in writing of any such claimsuit, HNS shall have proceeding or threat thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the right to control charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the defense thereof and Customer shall provide such needed information, reasonable assistance and informationauthority, at HNS’ The Backbone’s expense, as HNS requests in writing and as it is available to Customerenable The Backbone to defend or settle such suit. B. Further9.2 The above provision shall not apply to, if and The Backbone shall have no liability or obligation for, 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 infringement arising from 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 following: (i) HNS' compliance with Customer’s designsany modification, specifications, servicing or instructions, 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 item provided by HNS in combination with products not supplied by HNS, Third Party Products. This exclusion applies to the extent that the claim infringement would not have otherwise arisen been avoided but for such combined usemodification, 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 additioncombination, the exclusion from HNS’ intellectual property indemnitycompliance with specifications, 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 other than 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 propertycurrent release.

PATENT AND COPYRIGHT INDEMNITY. A. Xxxxxx warrants that(a) XXXXXX agrees to indemnify and hold Teligent harmless from, and to resist or defend at its own expense, any request for royalty payments or any claim for equitable relief or 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 best settlement of its knowledgesuch request and to pay any and all costs and damages, the Servicesincluding attorney's fees and settlement costs, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right finally awarded or other intellectual property right agreed upon as a result of any third party. If Customer promptly notifies Hxxxxx in writing of a third party claim against Customer that any of the Equipment, Software or Service provided by Hxxxxx infringes 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 litigation based on such claim, HNS shall have the right to control the defense thereof provided that: XXXXXX is given prompt written notice of such request or claim by TELIGENT and Customer shall provide given authority and such reasonable assistance and information, at HNS’ expense, information as HNS XXXXXX requests in writing and as it is available to CustomerTELIGENT 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 XXXXXX was prejudiced thereby; (ii) TELIGENT shall honor XXXXXX' reasonable requests for information and assistance in the defense, and XXXXXX shall reimburse TELIGENT for its reasonable and actual expenses in this regard; and (iii) XXXXXX shall regularly advise TELIGENT regarding the progress of the defense. 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 In the event that, as 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 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 non-infringing equivalent reasonably acceptable suitable item therefor, which modified or substituted item is not subject to Customersuch 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 remedies provided for in this Article 13.2(b) shall be in addition to, and not in lieu of, any remedies provided for in Article 13.2(a). (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 XXXXXX will not be liable indemnify TELIGENT for any such separate damages or costs attributable to resulting exclusively from claims resulting from (i) HNSthat XXXXXX' compliance with Customer’s TELIGENT's designs, specifications, or instructions, as contrasted with XXXXXX' design or manufacturing choices or recommendations, not directed by TELIGENT, implementing or interpreting such designs, specifications or instructions, (ii) that use of any item provided by HNS XXXXXX in combination with products not supplied by HNS, to the extent the claim would not have otherwise arisen but for such combined useXXXXXX, or (iii) that a manufacturing or other process carried out by or through Customer TELIGENT (not at XXXXXX' instruction) and utilizing any item provided by HNS that XXXXXX constitutes either direct or contributory infringement of any United States 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 being collectively referred to herein as "Other Claims"). Customer TELIGENT will indemnify HNS from 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 losses, liabilities, damages and costs (including settlement costs) finally awarded or agreed upon in any settlement of a claim for infringement of any United States patent or intellectual property right copyright in any suit resulting from Other Claims, and from reasonable and actual expenses incurred by HNS XXXXXX in defense of such suit if Customer TELIGENT does not undertake the defense thereof. D. The foregoing (d) This indemnity is subject to [redacted] TELIGENT hereunder attributable to the infringement as of the date of the request for royalty payments or claim for equitable relief or damages but in no event 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 less than [redacted]. This indemnity is in lieu of any other indemnity or warranty, express or implied, with respect to intellectual propertypatents and copyrights.

PATENT AND COPYRIGHT INDEMNITY. A. Xxxxxx warrants that9.1 The Backbone shall, at its own expense, defend or settle any suit or proceeding that is instituted against Licensee to the best of its knowledge, the Services, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right extent such suit or other intellectual property right of any third party. If Customer promptly notifies Hxxxxx in writing of a third party claim against Customer proceeding alleges that any of the Equipment, Software or Service provided Products licensed by Hxxxxx The Backbone hereunder infringes a patent, copyright trade secret or other any 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 shall pay any costs all damages awarded therein against Licensee or damages agreed upon in settlement by The Backbone; provided that may be finally determined against Customer. In the event Licensee (i) gives The Backbone immediate notice in writing of any such claimsuit, HNS shall have proceeding or threat thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the right to control charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the defense thereof and Customer shall provide such needed information, reasonable assistance and informationauthority, at HNS’ The Backbone’s expense, as HNS requests in writing and as it is available to Customerenable The Backbone to defend or settle such suit. B. Further9.2 The above provision shall not apply to, if and The Backbone shall have no liability or obligation for, 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 infringement arising from 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 following: (i) HNS' compliance with Customer’s designsany modification, specifications, servicing or instructions, 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 item provided by HNS in combination with products not supplied by HNS, Third Party Products. This exclusion applies to the extent that the claim infringement would not have otherwise arisen been avoided but for such combined usemodification, combination, compliance with specifications, use of other than the current release. 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) a manufacturing or other process carried out by or through Customer and utilizing any item provided by HNS modify such Product so 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 it no longer infringes 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 thereofremains functionally equivalent. 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. A. Xxxxxx warrants that8.1 The Backbone shall, at its own expense, defend or settle any suit or proceeding that is instituted against Licensee to the best of its knowledge, the Services, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right extent such suit or other intellectual property right of any third party. If Customer promptly notifies Hxxxxx in writing of a third party claim against Customer proceeding alleges that any of the Equipment, Software or Service provided Products licensed by Hxxxxx The Backbone hereunder infringes a patent, copyright trade secret or other any 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 shall pay any costs all damages awarded therein against Licensee or damages agreed upon in settlement by The Backbone; provided that may be finally determined against Customer. In the event Licensee (i) gives The Backbone immediate notice in writing of any such claimsuit, HNS shall have proceeding or threat thereof; (ii) permits The Backbone sole control, through counsel of The Backbone’s choice, to answer the right to control charge of infringement and defend and/or settle such suit; and (iii) gives The Backbone all the defense thereof and Customer shall provide such needed information, reasonable assistance and informationauthority, at HNS’ The Backbone’s expense, as HNS requests in writing and as it is available to Customerenable The Backbone to defend or settle such suit. B. Further8.2 The above provision shall not apply to, if and The Backbone shall have no liability or obligation for, 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 infringement arising from 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 following: (i) HNS' compliance with Customer’s designsany modification, specifications, servicing or instructions, 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 item provided by HNS in combination with products not supplied by HNS, Third Party Products. This exclusion applies to the extent that the claim infringement would not have otherwise arisen been avoided but for such combined usemodification, 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 additioncombination, the exclusion from HNS’ intellectual property indemnitycompliance with specifications, 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 other than 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 propertycurrent release.