Common use of PATENT AND COPYRIGHT INFRINGEMENT Clause in Contracts

PATENT AND COPYRIGHT INFRINGEMENT. Siemens will, at its option and expense, defend or settle any suit or proceeding brought against Buyer based on an allegation that any Equipment or use thereof for its intended purpose constitutes an infringement of any Patent Cooperation Treaty country member’s patent or misappropriation of a third party’s trade secret or copyright in the country where the Equipment is delivered by Siemens. Buyer will promptly give Siemens written notice of the suit or proceeding and the authority, information, and assistance needed to defend the claims. Buyer shall not acknowledge any such third-party proceedings defined under this Article 16. Siemens shall have the full and exclusive authority to defend and settle such claim(s) and will pay the damages and costs awarded in any suit or proceeding so defended. Buyer shall not make any admission(s) which might be prejudicial to Siemens and shall not enter into a settlement without Siemens’ written consent. Siemens is not responsible for any settlement made without its prior written consent. If the Equipment, or any part thereof, as a result of any suit or proceeding so defended is held to constitute infringement, or its use by Buyer is enjoined, Siemens will, at its option and expense, either: (i) procure for Buyer the right to continue using said Equipment; (ii) replace it with substantially equivalent non-infringing Equipment; or (iii) modify the Equipment so it is non-infringing. Siemens will have no duty or obligation under this Article 16 if the Equipment is: (i) supplied according to Xxxxx's design or instructions and compliance therewith has caused Siemens to deviate from its normal course of performance; (ii) modified by Buyer or its contractors after delivery; or (iii) combined by Buyer or its contractors with devices, methods, systems or processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is brought against Buyer. In addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought against Siemens, Buyer must protect Siemens in the same manner and to the same extent that Siemens has agreed to protect Buyer under this Article 16. THIS ARTICLE 16 IS AN EXCLUSIVE STATEMENT OF SIEMENS’ DUTIES AND BUYER’S REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.

PATENT AND COPYRIGHT INFRINGEMENT. Siemens will, at its own option and expense, defend or settle any suit or proceeding brought against Buyer based on an allegation that any Equipment or use thereof for its intended purpose processes performed by Siemens in connection with the Siemens Products and Services constitutes an infringement of any Patent Cooperation Treaty (“PCT”) country member’s patent or misappropriation of a third party’s trade secret or copyright in the country where the Equipment Buyer’s Site is delivered by Siemenslocated. Buyer will promptly give Siemens written notice of the suit or proceeding and the authority, information, and assistance needed to defend the claims. Buyer shall not acknowledge any such third-party proceedings defined under this Article 16. Siemens shall have the full and exclusive authority to defend and settle such claim(s) claim and will pay the damages and costs awarded against Siemens in any suit or proceeding so defended. Buyer shall not make any admission(s) which might be prejudicial to Siemens and shall not enter into a settlement without Siemens’ written consent. Siemens is not responsible for any settlement made without its prior written consent. If and to the Equipment, or extent any part thereof, process performed by Siemens in connection with the Siemens Products and Services as a result of any suit or proceeding so defended is held to constitute infringement, infringement or its use by Buyer is enjoined, Siemens will, at its option and expense, either: (i) procure for Buyer the right to continue using said Equipmentprocess; (ii) replace it with substantially equivalent non-infringing Equipmentprocess; or (iii) modify the Equipment process so it it’s use is non-infringing. Siemens will have no duty or obligation under this Article 16 12 if the Equipment process is: (i) supplied performed according to Xxxxx's design or instructions and compliance therewith has caused Siemens to deviate from its normal course of performance; (ii) modified by Buyer or its contractors after deliveryperformance; or (iii) combined by Buyer or its contractors with devices, methods, systems or processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is brought against Buyer. In addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought against Siemens, Buyer must protect Siemens in the same manner and to the same extent that Siemens has agreed to protect Buyer under this Article 1612. THIS ARTICLE 16 12 IS AN EXCLUSIVE STATEMENT OF SIEMENS’ DUTIES AND BUYER’S REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.

PATENT AND COPYRIGHT INFRINGEMENT. 12.1. Siemens will, at its option and expense, defend or settle any suit or proceeding brought against Buyer Licensee based on an allegation that any Equipment the Software or use thereof for its intended purpose constitutes an infringement of any Patent Cooperation Treaty country member’s patent or misappropriation of a third party’s trade secret or copyright in the country where the Equipment Software is delivered by Siemens. Buyer Licensee will promptly give Siemens written notice of the suit or proceeding and the authority, information, and assistance needed to defend the claims. Buyer shall not acknowledge any such third-party proceedings defined under this Article 16. Siemens shall have the full and exclusive authority to defend and settle such claim(s) and will pay the damages and costs awarded in any suit or proceeding so defended. Buyer Siemens is not responsible for any settlement made without its prior written consent. Licensee shall not make any admission(s) which might be prejudicial to Siemens and shall not enter into a settlement without Siemens’ written consent. Siemens is not responsible for any settlement made without its prior written consent. If the EquipmentSoftware, or any part thereof, as a result of any suit or proceeding so defended is held to constitute infringement, infringement or its use by Buyer Licensee is enjoined, Siemens will, at its option and expense, either: (i) procure for Buyer Licensee the right to continue using said Equipmentthe Software; (ii) replace it with substantially equivalent non-infringing EquipmentSoftware; or (iii) modify the Equipment Software so it is non-infringing. 12.2. Siemens will have no duty or obligation under this Article 16 12 if the Equipment Software is: (i) supplied according to XxxxxLicensee's design or instructions and compliance therewith has caused Siemens to deviate from its normal course of performance; (ii) modified by Buyer Licensee or its contractors after delivery; or (iii) combined by Buyer Licensee or its contractors with devices, methods, systems or processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is brought against BuyerLicensee. In addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought against Siemens, Buyer Licensee must protect Siemens in the same manner and to the same extent that Siemens has agreed to protect Buyer Licensee under this Article 1612. 12.3. THIS ARTICLE 16 12 IS AN EXCLUSIVE STATEMENT OF SIEMENS’ DUTIES AND BUYERLICENSEE’S REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.

PATENT AND COPYRIGHT INFRINGEMENT. Siemens 13.1 Photoneo will, at its option and expense, defend or settle any suit or proceeding brought against Buyer based on an allegation that any Equipment Product or use thereof for its intended purpose constitutes an infringement of any Patent Cooperation Treaty country member’s patent or misappropriation of a third party’s trade secret or copyright in the country where the Equipment Product is delivered by SiemensPhotoneo. Buyer Xxxxx will promptly give Siemens Photoneo written notice of the suit or proceeding and the authority, information, and assistance needed to defend the claims. Buyer shall not acknowledge any such third-party proceedings defined under this Article 16. Siemens Photoneo shall have the full and exclusive authority to defend and settle such claim(s) and will pay the damages and costs awarded in any suit or proceeding so defended. Buyer shall not make any admission(s) which might be prejudicial to Siemens Photoneo and shall not enter into a settlement without Siemens’ Photoneo’s prior written consent. Siemens Photoneo is not responsible for any settlement made without its prior written consent. If the EquipmentProduct, or any part thereof, as a result of any suit or proceeding so defended is held to constitute infringement, infringement or its use by Buyer is enjoined, Siemens Photoneo will, at its option and expense, either: (i) procure for Buyer the right to continue using said EquipmentProduct; (ii) replace it with substantially equivalent non-non infringing EquipmentProduct; or (iii) modify the Equipment Product so it is non-infringing. Siemens Photoneo will have no duty or obligation under this Article 16 13.1 if the Equipment Product is: (i) supplied according to Xxxxx's ’s design or instructions and compliance therewith has caused Siemens Photoneo to deviate from its normal course of performance; (ii) modified by Buyer or its contractors after delivery; or (iii) combined by Buyer or its contractors with devices, methods, systems or processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is brought against Buyer. In addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought against SiemensPhotoneo, Buyer Xxxxx must protect Siemens Photoneo in the same manner and to the same extent that Siemens Photoneo has agreed to protect Buyer under this Article 1613.1. 13.2 Photoneo grants to the Buyer, for the useful life of the related Product, a non-assignable, non-exclusive license to use the Software in the manner and subject to the restrictions set forth in the Documentation for the Product and in the End-User License Agreement, if applicable. THIS ARTICLE 16 IS AN EXCLUSIVE STATEMENT OF SIEMENS’ DUTIES AND BUYER’S REMEDIES RELATING TO PATENTSThe Software is Photoneo’s proprietary property and is licensed for the duration of the use of the Product by Buyer (unless otherwise specified in the End-User License Agreement), TRADE SECRETS AND COPYRIGHTSnot sold to Buyer. Photoneo retains all right, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.title and interest in and to the Software provided to Buyer in connection with the Product. Buyer will not use the Software except on or in conjunction with the Product. Buyer will not (i) copy, alter, modify, adapt, translate, create derivative works, reverse engineer, disassemble, or decompile all or any portion of the Software; (ii) disclose, sell, sublicense or otherwise transfer or make available all or any portion of the Software to any third party, without the express

PATENT AND COPYRIGHT INFRINGEMENT. Siemens will(a) Seller shall, at its option and own expense, defend or at its option settle any suit or proceeding brought against Buyer in so far as it is based on an allegation that any Equipment Goods (including parts thereof), or use thereof for its intended purpose purpose, constitutes an infringement of any Patent Cooperation Treaty country member’s United States patent or misappropriation of a third party’s trade secret or copyright in the country where the Equipment copyright, if Seller is delivered by Siemens. Buyer will promptly give Siemens written provided notice of the suit or proceeding and the authority, information, and assistance needed to defend the claims. Buyer shall not acknowledge any such third-party proceedings defined under this Article 16. Siemens shall have the full and exclusive authority to defend and settle such claim(s) and will pay the damages and costs awarded in any suit or proceeding so defended. Buyer shall not make any admission(s) which might be prejudicial to Siemens and shall not enter into a settlement without Siemens’ written consent. Siemens is not responsible for any settlement made without its prior written consent. If the Equipment, or any part thereof, as a result of any suit or proceeding so defended is held to constitute infringement, or its use by Buyer is enjoined, Siemens will, at its option and expense, either: and (ia) procure for Buyer the right to continue using said EquipmentGoods; (iib) replace it with substantially equivalent non-infringing EquipmentGoods; or (iiic) modify the Equipment Goods so it is they become non-infringing. Siemens will . (b) Seller shall have no duty or obligation to Buyer under this Article 16 if Section to the Equipment is: extent that the Goods are (ia) supplied according to Xxxxx's Buyer’s design or instructions and wherein compliance therewith has caused Siemens Seller to deviate from its normal course of performance; , (iib) modified by Buyer or its contractors after delivery; or , (iiic) combined by Buyer or its contractors with devices, methods, systems or processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is brought against Buyer. In addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought against SiemensSeller, Buyer must shall, at its own expense, protect Siemens Seller in the same manner and to the same extent that Siemens Seller has agreed to protect Buyer under the provisions of this Article 16. Section. (c) THIS ARTICLE 16 IS AN EXCLUSIVE STATEMENT OF SIEMENS’ ALL THE DUTIES AND BUYER’S REMEDIES OF THE PARTIES RELATING TO PATENTS, TRADE SECRETS PATENTS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOFPATENT OR COPYRIGHT AND OF ALL THE REMEDIES OF BUYER RELATING TO ANY CLAIMS, SUITS, OR PROCEEDINGS INVOLVING PATENTS AND COPYRIGHTS.