Common use of PATENT INDEMNIFICATION Clause in Contracts

PATENT INDEMNIFICATION. 11.1. Seller shall defend at Seller’s expense any law suit based on a claim for infringement of a valid United States patent by Seller’s Product brought by a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller may, at its option, procure for Buyer the right to continue using the Product or replace same with non-infringing Product, modify the Product so that it becomes non-infringing, or grant Buyer a credit for the purchase price of such Product. 11.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and Xxxxx’s sole and exclusive remedy for intellectual property infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.1. Seller shall defend at Seller’s expense any law suit lawsuit based on a claim for infringement of a valid United States patent by SellerXxxxxx’s Product brought by a third party against Buyer, Buyer and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller may, at its option, procure for Buyer the right to continue using the Product or replace same with non-non- infringing Product, modify the Product so that it becomes non-infringing, or grant Buyer a credit for the purchase price of such Product. 11.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and Xxxxx’s sole and exclusive remedy for intellectual property infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.110.1. Seller shall defend at Seller’s expense any law suit every lawsuit based on a claim for infringement of a valid United States patent by SellerXxxxxx’s Product brought by a third party against BuyerBuyer within one (1) year after the date of the order to which the suit pertains, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claimsuit, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.210.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller mayshall, at its option, either procure for Buyer the right to continue using the Product or replace same with non-infringing Product, or modify the Product so that it becomes non-non- infringing, or grant Buyer a credit for the purchase price of such Product. 11.310.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and Xxxxx’s sole and exclusive remedy for intellectual property patent infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.110.1. Seller shall defend at Seller’s expense any law suit every lawsuit based on a claim for infringement of a valid United States patent by SellerXxxxxx’s Product brought by a third party against BuyerBuyer within six (6) years after the date of the order to which the suit pertains, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claimsuit, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. Seller will not provide defense or indemnification and will not hold harmless Buyer against any suit that is brought more than six (6) years after the original date of the order to which the suit pertains. 11.210.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller mayshall, at its option, either procure for Buyer the right to continue using the Product or replace same with non-infringing Product, or modify the Product so that it becomes non-non- infringing, or grant Buyer a credit for the purchase price of such Product. 11.310.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and Xxxxx’s sole and exclusive remedy for intellectual property patent infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.110.1. Seller shall defend at Seller’s expense any every law suit based on a claim for infringement of a valid United States patent by Seller’s Product brought by a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.210.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller mayshall, at its option, either procure for Buyer the right to continue using the Product or replace same with non-infringing Product, or modify the Product so that it becomes non-infringing, or grant Buyer a credit for the purchase price of such Product. 11.310.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and Xxxxx’s sole and exclusive remedy for intellectual property patent infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.1. Seller shall defend at Seller’s expense any law suit based on a claim have no liability for infringement of a valid any United States patent by patents, trademarks or copyrights (hereinafter collectively referred to as the “Intellectual Property Rights”) except as specifically provided in this Section. Any liability of Seller shall be limited as set forth elsewhere in the Conditions. Seller will defend and indemnify Buyer against allegations of infringement of Intellectual Property Rights subject to the limitations and conditions set forth in this Section. Seller will defend, at its expense, and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that a Product sold to Buyer infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If a Product brought by is subject to a claim that it infringes the Intellectual Property Rights of a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoinedparty, Seller may, at in its optionsole discretion, procure for Buyer the right to continue using the Product or replace same with non-infringing Product, replace or modify the Product so that as to make it becomes non-infringing, or grant Buyer a credit for offer to accept return of the Product and return the purchase price of such Product. 11.3less a reasonable allowance for depreciation. Notwithstanding any of the foregoing, Seller shall not be liable have no liability for claims of infringement based on information provided by Buyer, or directed to Buyer hereunder Products for any patent infringement which the designs are specified in whole or for any claim thereof based upon: (i) in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consentProducts. The foregoing states Seller’s entire provisions of this Section shall constitute Seller sole and exclusive liability and XxxxxBuyer’s sole and exclusive remedy for intellectual property infringement of Intellectual Property Rights. If a claim is based on information or misappropriation designs provided in whole or in part by Xxxxx, Buyer shall defend and is in lieu indemnify Seller for all costs, expenses or judgments resulting from any claim that such Product infringes the Intellectual Property Rights of all other express and implied warrantiesa third party.

PATENT INDEMNIFICATION. 11.1. Seller shall defend at Seller’s expense any law suit legal action based on a claim for infringement of a valid United States Kingdom patent by Seller’s Product brought by a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by SellerXxxxxx. 11.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller may, at its option, procure for Buyer the right to continue using the Product or replace same with non-infringing Product, modify the Product so that it becomes non-infringing, or grant Buyer a credit for the purchase price of such Product. 11.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and Xxxxx’s sole and exclusive remedy for intellectual property infringement or misappropriation and is in lieu of all other express and implied warranties.

PATENT INDEMNIFICATION. 11.110.1. Seller shall defend at Seller’s expense any every law suit based on a claim for infringement of a valid United States patent by Seller’s Product brought by a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller. 11.210.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller mayshall, at its option, either procure for Buyer the right to continue using the Product or replace same with non-infringing Product, or modify the Product so that it becomes non-non- infringing, or grant Buyer a credit for the purchase price of such Product. 11.310.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and Xxxxx’s sole and exclusive remedy for intellectual property patent infringement or misappropriation and is in lieu of all other express and implied warranties.