Common use of PATENT INDEMNIFICATION Clause in Contracts

PATENT INDEMNIFICATION. The Purchaser shall indemnify and hold NWL harmless against any liability, damage, loss, expense, claims or judgment resulting from infringement of patents or trademarks arising from compliance with Purchaser's designs or specifications or instructions. Except as otherwise provided in the preceding sentence, NWL shall defend any suit or proceeding brought against the Purchaser so far as based on a claim that any Product or any part thereof, furnished under this Agreement constitutes an infringement of any patent of the United States, provided that (a) such alleged infringement consists of the use of the Product for any of the purposes for which such Product was sold, (b) Purchaser shall have made all payments for such Product then due hereunder, (c) Purchaser shall give NWL immediate notice in writing of any such suit and transmit to NWL immediately upon receipt all processes and other documents served upon Purchaser, and (d) Purchaser shall permit NWL through its counsel, either in the name of Purchaser or in the name of NWL, to defend such suit(s) and give all needed information, assistance and authority to enable NWL to do so. If notified promptly in writing and given authority, information, and assistance (at NWL's expense) for the defense of same, NWL shall pay all damages and costs awarded therein against the Purchaser but will not be responsible for any compromise or settlement made without its written consent. In case said Product, or any part thereof, is held in such suit to constitute infringement and the use of said Product or part is enjoined, NWL shall at its own expense, either procure for the Purchaser the right to continue using said Product or part, or replace same with noninfringing products, or modify it so it becomes noninfringing, or remove said Product and refund the purchase price and the transportation cost thereof. Notwithstanding the foregoing, NWL shall have no liability and shall not be responsible for (a) infringements of combination or process patents covering the use of the Products in combination with other products not manufactured by NWL, or (b) any change, or enhancement in the Products made by Purchaser or any third party, or (c) use of the Products except in accordance with NWL’s printed instructions. The sale of Products by NWL does not convey any license, by implication, estoppel, or otherwise, under patent claims covering: (a) combinations of said Products with other devices or elements, or (b) a process or machine in connection with which they may be used. The foregoing states the entire liability of the NWL for patent infringement by the said Products or any part thereof and IN NO EVENT SHALL NWL BE LIABLE FOR CONSEQUENTAL OR INCIDENTAL DAMAGES ATTRIBUTABLE TO AN INFRINGEMENT.

PATENT INDEMNIFICATION. The Purchaser shall indemnify and hold NWL harmless against any liability, damage, loss, expense, claims or judgment resulting from infringement of patents or trademarks arising from compliance with Purchaser's designs or specifications or instructions. Except as otherwise provided in the preceding sentence, NWL shall Maxtor will defend any suit or proceeding action brought against the Purchaser so far as MKE based on a claim that a Product manufactured by MKE and any Components, software/firmware and Product interface designed and/or supplied by Maxtor infringes any trade secret, copyright, patent or any other intellectual property rights. Maxtor will indemnify and hold MKE harmless and Maxtor agrees to defend any action brought against MKE and hold MKE harmless from any and all damages, liabilities, costs and expenses, including reasonable attorneys' fees and cost of investigation, arising as a result of infringement or a claim of infringement covered by this Section. If promptly notified in writing of any action or suit or threats thereof brought against MKE based on a claim that the Product supplied hereunder, including any Components, software/firmware and Product interface designed and/or supplied by Maxtor, infringes any patent, trade secret, copyright, or any other intellectual property rights, Maxtor shall defend such action or suit at its own expense, by reputable counsel selected by Maxtor and reasonably acceptable to MKE and shall pay any and all fees, costs and damages that may be awarded in such action or in settlement thereof. MKE shall provide Maxtor information and assistance reasonably required to defend and/or settle such action or suit or threats thereof. Settlement shall be at the option of Maxtor; provided that no settlement shall require MKE to take or refrain from taking any action or give or accept any property or forgive or forbear any right of action; and provided further that Maxtor shall not effect any settlement that does not provide for the full and unconditional release of all applicable claims against MKE without MKE's prior written consent. In the event that a charge of infringement of a patent, trade secret or copyright is made or a final injunction is obtained against MKE prohibiting the supply of the Products to Maxtor hereunder or any part thereof, furnished under this Agreement constitutes an infringement by reason of any patent of the United Statessuch infringement, provided that (a) such alleged infringement consists of the use of the Product for any of the purposes for which such Product was sold, (b) Purchaser Maxtor shall have made all payments for such Product then due hereunderthe right, (c) Purchaser shall give NWL immediate after consulting with MKE and upon written notice in writing of any such suit and transmit to NWL immediately upon receipt all processes and other documents served upon Purchaser, and (d) Purchaser shall permit NWL through its counsel, either in the name of Purchaser or in the name of NWLMKE, to defend such suit(seither (A) and give all needed information, assistance and authority to enable NWL to do so. If notified promptly in writing and given authority, information, and assistance (at NWL's expense) for the defense of same, NWL shall pay all damages and costs awarded therein against the Purchaser but will not be responsible for any compromise or settlement made without its written consent. In case said Product, or any part thereof, is held in such suit to constitute infringement and the use of said Product or part is enjoined, NWL shall at its own expense, either procure for the Purchaser MKE the right to continue using said supplying the Product or part, or replace same with noninfringing products, or modify it so it becomes noninfringing, or remove said Product and refund the purchase price and the transportation cost thereof. Notwithstanding the foregoing, NWL shall have no liability and shall not be responsible for (a) infringements of combination or process patents covering the use of the Products in combination with other products not manufactured by NWLProduct, or (bB) any change, or enhancement in modify the Products made by Purchaser or any third partyProduct so that it is non-infringing so long as such modification does not affect the Product's functioning, or (cC) use direct MKE to dispose of MKE's inventory of such Product at Maxtor's expense. In case of (B) above, Maxtor shall be liable to MKE for, and MKE shall be entitled to recover from Maxtor, all of the Products except following costs and expenses in accordance with NWL’s printed instructions. The sale the event of Products by NWL does not convey any license, by implication, estoppel, or otherwise, under patent claims covering: (a) combinations of said Products with other devices or elements, or (b) a process or machine in connection with which they may be used. The foregoing states the entire liability such change of the NWL for patent infringement by the said Products or any part thereof and IN NO EVENT SHALL NWL BE LIABLE FOR CONSEQUENTAL OR INCIDENTAL DAMAGES ATTRIBUTABLE TO AN INFRINGEMENT.Product design:

PATENT INDEMNIFICATION. The Purchaser shall indemnify and hold NWL harmless against CLARX xxxll defend, or in its sole discretion, effect settlement of any liability, damage, loss, expense, claims litigation or judgment resulting from infringement of patents or trademarks arising from compliance with Purchaser's designs or specifications or instructions. Except as otherwise provided in the preceding sentence, NWL shall defend any suit or proceeding claim brought against the Purchaser so far as DEALER which is based on a claim contention that any Product or any part thereof, furnished under this Agreement constitutes an infringement of any patent of the United States, provided that (a) such alleged infringement consists of the use of the Product for any of the purposes for which such Product was soldCLARX XXXDUCTS furnished hereunder infringe any U.S. patent owned by the claimant. DEALER shall promptly notify CLARX, (b) Purchaser shall have made all payments for such Product then due hereunderxx writing, (c) Purchaser shall give NWL immediate notice in writing of any such suit claims or the commencement of any such litigation and transmit to NWL immediately upon receipt all processes and other documents served upon Purchaser, and (d) Purchaser shall permit NWL through its counsel, either in the name of Purchaser or in the name of NWL, to defend such suit(s) and give all needed information, assistance and authority to enable NWL to do so. If notified promptly in writing and given CLARX xxx necessary authority, information, information and assistance (at NWL's expense) required for the defense or settlement of samesuch claim or litigation. If DEALER complies with these obligations, NWL shall CLARX xxxll pay all damages any judgment and any costs awarded therein against DEALER in any such litigation, as well as reasonable attorney's fees incurred by DEALER independently of those incurred by CLARX xx defend the Purchaser but will not be responsible for any compromise or settlement made without its written consent. In case said Product, or any part thereof, is held in such suit to constitute infringement and the use of said Product or part is enjoined, NWL shall at its own expense, either procure for the Purchaser the right to continue using said Product or part, or replace same with noninfringing products, or modify it so it becomes noninfringing, or remove said Product and refund the purchase price and the transportation cost thereof. Notwithstanding the foregoing, NWL shall have no liability and shall not be responsible for (a) infringements of combination or process patents covering the use of the Products in combination with other products not manufactured by NWL, or (b) any change, or enhancement in the Products made by Purchaser or any third party, or (c) use of the Products except in accordance with NWL’s printed instructions. The sale of Products by NWL does not convey any license, by implication, estoppel, or otherwise, under patent claims covering: (a) combinations of said Products with other devices or elements, or (b) a process or machine in connection with which they may be usedaction. The foregoing states the entire liability of CLARX xxx patent infringement. CLARX xxxll have no liability to DEALER under this Section 20 if any patent Infringement or claim thereof is based upon the NWL use or modification of PRODUCTS delivered hereunder in connection or in combination with equipment, devices or software not delivered by CLARX xx use of any such PRODUCTS in a manner for patent which they were not designed. DEALER shall indemnify and hold harmless CLARX xxxm any loss, cost or expense suffered or incurred in connection with any claim, Suit or proceeding brought against CLARX xx far as it is based on a claim that the manufacture, sale or use of any PRODUCT delivered hereunder and modified, altered or combined with any equipment, device or software not supplied by CLARX xxxeunder constitutes such an infringement by the said Products because of such modification, alteration or any part thereof and IN NO EVENT SHALL NWL BE LIABLE FOR CONSEQUENTAL OR INCIDENTAL DAMAGES ATTRIBUTABLE TO AN INFRINGEMENTcombination.

PATENT INDEMNIFICATION. The Purchaser shall indemnify and hold NWL harmless against any liability, damage, loss, expense, claims or judgment resulting from infringement of patents or trademarks arising from compliance with Purchaser's designs or specifications or instructions. Except as otherwise provided in the preceding sentence, NWL shall Quantum will defend any suit or proceeding action brought against the Purchaser so far as MKE based on a claim that a Product manufactured by MKE and any software/firmware and Product interface supplied by Quantum infringes any trade secret, copyright, patent or any other intellectual property rights. Quantum will indemnify and hold MKE harmless and Quantum agrees to defend any action brought against MKE and hold MKE harmless from any and all damages, liabilities, costs and expenses, including reasonable attorneys' fees and cost of investigation, arising as a result of infringement or a claim of infringement covered by this Section. If promptly notified in writing of any action or suit or threats thereof brought against MKE based on a claim that the Product supplied hereunder, including any software/firmware and Product interface supplied by Quantum, infringes any patent, trade secret, copyright, or any other intellectual property rights, Quantum shall defend such action or suit at its own expense, by reputable counsel selected by Quantum and reasonably acceptable to MKE and shall pay any and all fees, costs and damages that may be awarded in such action or in settlement thereof. MKE shall provide Quantum information and assistance reasonably required to defend and/or settle such action or suit or threats thereof. Settlement shall be at the option of Quantum; provided that no settlement shall require MKE to take or refrain from taking any action or give or accept any property or forgive or forbear any right of action; and provided further that Quantum shall not effect any settlement that does not provide for the full and unconditional release of all applicable claims against MKE without MKE's prior written consent. In the event that a charge of infringement of a patent, trade secret or copyright is made or a final injunction is obtained against MKE prohibiting the supply of the Products to Quantum hereunder or any part thereof, furnished under this Agreement constitutes an infringement by reason of any patent of the United Statessuch infringement, provided that (a) such alleged infringement consists of the use of the Product for any of the purposes for which such Product was sold, (b) Purchaser Quantum shall have made all payments for such Product then due hereunderthe right, (c) Purchaser shall give NWL immediate after consulting with MKE and upon written notice in writing of any such suit and transmit to NWL immediately upon receipt all processes and other documents served upon Purchaser, and (d) Purchaser shall permit NWL through its counsel, either in the name of Purchaser or in the name of NWLMKE, to defend such suit(seither (A) and give all needed information, assistance and authority to enable NWL to do so. If notified promptly in writing and given authority, information, and assistance (at NWL's expense) for the defense of same, NWL shall pay all damages and costs awarded therein against the Purchaser but will not be responsible for any compromise or settlement made without its written consent. In case said Product, or any part thereof, is held in such suit to constitute infringement and the use of said Product or part is enjoined, NWL shall at its own expense, either procure for the Purchaser MKE the right to continue using said supplying the Product or part, or replace same with noninfringing products, or modify it so it becomes noninfringing, or remove said Product and refund the purchase price and the transportation cost thereof. Notwithstanding the foregoing, NWL shall have no liability and shall not be responsible for (a) infringements of combination or process patents covering the use of the Products in combination with other products not manufactured by NWLProduct, or (bB) any change, or enhancement in modify the Products made by Purchaser or any third partyProduct so that it is non-infringing so long as such modification does not affect the Product's functioning, or (cC) use direct MKE to dispose of MKE's inventory of such Product at Quantum's expense. In case of (B) above, Quantum shall be liable to MKE for, and MKE shall be entitled to recover from Quantum, all of the Products except following costs and expenses in accordance with NWL’s printed instructions. The sale the event of Products by NWL does not convey any license, by implication, estoppel, or otherwise, under patent claims covering: (a) combinations of said Products with other devices or elements, or (b) a process or machine in connection with which they may be used. The foregoing states the entire liability such change of the NWL for patent infringement by the said Products or any part thereof and IN NO EVENT SHALL NWL BE LIABLE FOR CONSEQUENTAL OR INCIDENTAL DAMAGES ATTRIBUTABLE TO AN INFRINGEMENT.Product design:

PATENT INDEMNIFICATION. The Purchaser shall indemnify and hold NWL harmless In the event a claim is brought by a third party alleging the infringement of its United States patent by the VLI PROCESS, VLI will defend Licensee against any liabilityand all claims, damagesuits, lossor proceedings alleging such infringement and will hold harmless and indemnify Licensee against any costs incurred and any sums paid or awarded with respect thereto as royalties, penalties or otherwise fixed by settlement or set by final and non-appealable court judgment or order. Licensee shall, at its own cost and expense, claims have the right to participate in any proceedings or judgment resulting negotiations; provided, however, that in such event VLI shall have sole control of the defense of any such action in all negotiations for its settlement or compromise. If VLI, at any time, fails to fulfill its defense and indemnity obligations described above, then upon written notice to VLI from infringement of patents Licensee, Licensee may, at its option, defend such claims, suits or trademarks arising from compliance proceedings, including taking control thereof, and VLI promptly shall reimburse Licensee for all reasonable expenditures and costs incurred by Licensee in connection with Purchaser's designs or specifications or instructionssuch defense, no less often than monthly, as such expenditures and costs are incurred. Except as otherwise provided Licensee shall reimburse VLI in the preceding sentenceamount of all costs and expenses recovered in such claims, NWL shall defend any suit suits or proceeding brought against proceedings. *** Confidential material has been redacted and separately filed with the Purchaser so far as based on a claim Commission. The foregoing indemnity obligation excludes claims for infringement that any Product relate to or any part thereofarise from: (i) processes and equipment not included within the definition of, furnished under this Agreement constitutes an infringement of any patent or not falling within the scope of, the VLI PROCESS that is employed by Licensee in its use of the United StatesMACHINE, provided that and (aii) such alleged infringement consists of the goods or products made or processed by Licensee. In the event a final injunction is obtained against the use of the Product for any of the purposes for which such Product was soldinfringing VLI PROCESS, (b) Purchaser shall have made all payments for such Product then due hereunderVLI will, (c) Purchaser shall give NWL immediate notice in writing of any such suit and transmit to NWL immediately upon receipt all processes and other documents served upon Purchaser, and (d) Purchaser shall permit NWL through its counsel, either in the name of Purchaser or in the name of NWL, to defend such suit(s) and give all needed information, assistance and authority to enable NWL to do so. If notified promptly in writing and given authority, information, and assistance (at NWL's expense) for the defense of same, NWL shall pay all damages and costs awarded therein against the Purchaser but will not be responsible for any compromise or settlement made without its written consent. In case said Product, or any part thereof, is held in such suit to constitute infringement and the use of said Product or part is enjoined, NWL shall at its own option and expense, either procure : (i) secure for the Purchaser Licensee the right to continue using said Product or part, or replace same with noninfringing products, or modify it so it becomes noninfringing, or remove said Product and refund to use the purchase price and the transportation cost thereof. Notwithstanding the foregoing, NWL shall have no liability and shall not be responsible for (a) infringements of combination or process patents covering the use of the Products in combination with other products not manufactured by NWLVLI PROCESS, or (bii) any change, replace or enhancement in modify the Products made by Purchaser or any third partysame so it meets the agreed technical specifications but becomes non-infringing, or (ciii) use refund to Licensee all sums paid by Licensee for the License Fee, as well as the net book value of MACHINE, as reflected on the books and records of Licensee on the date of the Products except in accordance with NWL’s printed instructionsentry of such injunction; and VLI will reimburse Licensee for all costs and expenses of replacement or modification of the VLI PROCESS. The sale If VLI elects to refund to Licensee all sums paid for the License Fee (if any) and for then-depreciated book value of Products by NWL does not convey any licenseMACHINE, by implicationthe Licensee shall promptly return and surrender to VLI the TECHNICAL DOCUMENTATION, estoppel, or otherwise, under patent claims covering: (a) combinations of said Products with and all other devices or elements, or (b) a process or machine information about the VLI PROCESS provided from VLI to Licensee in connection with which they may be used. The foregoing states the entire liability of the NWL for patent infringement by the said Products or any part thereof and IN NO EVENT SHALL NWL BE LIABLE FOR CONSEQUENTAL OR INCIDENTAL DAMAGES ATTRIBUTABLE TO AN INFRINGEMENTthis License Agreement.