Common use of PATENT INDEMNIFICATION Clause in Contracts

PATENT INDEMNIFICATION. The Licensor declares that according to his knowledge at the date of signature of this Agreement, the Licensed Technology does not infringe industrial property rights of third parties in the territory defined in Section 2. a. Licensor agrees, at its own expense, to defend, indemnify and hold Licensee harmless against any suit claim, or proceeding brought against Licensee by any third party alleging that manufacture, marketing or use of Licensed Products infringes any third party patent issued after the effective date of this agreement or infringement of copyright or trademark or misappropriation of any trade secret of any third party. As express conditions of Licensors obligations under this Section Licensee shall (a) immediately notify Licensor in writing of any such suit claim or proceeding and tender a request for indemnification hereunder, (b) allow Licensor to assume sole control of the investigation, defense and settlement of such suit claim or proceeding, (c) give Licensor information and assistance reasonably necessary for the investigation, defense aid settlement of such suit, claim, or proceeding, at Licensor's expense, and (d) not enter into any settlement of any such suit, claim or proceeding without Licensor's written consent The foregoing indemnity obligation shall not apply with respect to any product of Licensee or portions or components thereof that are not covered by at least one claim of the Patent or part of the Licensed Technology, combined with other products, processes or materials other than as provided under this Agreement or where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; provided that such modifications will be implemented at the expense of Licensor. b. At all times Licensor shall have the right at its sole discretion and expense to either (i) require Licensee modify the Licensed Product so that it is not infringing; (ii) obtain for Licensee at Licensor's expense the right to continue the use of the Licensed Product as licensed hereunder. c. The indemnity in this section states the entire liability of Licensor for infringement of Intellectual Property right by Licensor Products and is in lieu of any warranty of non infringement of Patent Title and the like, but is without prejudice to the supplier's warranties under section 7 (e), (f), and (g).

PATENT INDEMNIFICATION. The Licensor declares that according to his knowledge at In the date event a claim is brought by a third party alleging the infringement of signature of this Agreementits United States patent by the VLI PROCESS, the Licensed Technology does not infringe industrial property rights of third parties in the territory defined in Section 2. a. Licensor agreesVLI will defend Licensee against any and all claims, suits, or 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, have the right to defendparticipate in any proceedings or negotiations; provided, indemnify and hold Licensee harmless against any suit claimhowever, or proceeding brought against Licensee by any third party alleging that manufacture, marketing or use of Licensed Products infringes any third party patent issued after the effective date of this agreement or infringement of copyright or trademark or misappropriation of any trade secret of any third party. As express conditions of Licensors obligations under this Section Licensee in such event VLI shall (a) immediately notify Licensor in writing of any such suit claim or proceeding and tender a request for indemnification hereunder, (b) allow Licensor to assume have sole control of the investigation, defense and settlement of such suit claim or proceeding, (c) give Licensor information and assistance reasonably necessary for the investigation, defense aid settlement of such suit, claim, or proceeding, at Licensor's expense, and (d) not enter into any settlement of any such suitaction in all negotiations for its settlement or compromise. If VLI, claim at any time, fails to fulfill its defense and indemnity obligations described above, then upon written notice to VLI from Licensee, Licensee may, at its option, defend such claims, suits or proceeding without Licensor's written consent proceedings, including taking control thereof, and VLI promptly shall reimburse Licensee for all reasonable expenditures and costs incurred by Licensee in connection with such defense, no less often than monthly, as such expenditures and costs are incurred. Licensee shall reimburse VLI in the amount of all costs and expenses recovered in such claims, suits or proceedings. The foregoing indemnity obligation shall not apply with respect excludes claims for infringement that relate to any product of Licensee or portions or components thereof that are not covered by at least one claim of the Patent or part of the Licensed Technology, combined with other products, processes or materials other than as provided under this Agreement or where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; provided that such modifications will be implemented at the expense of Licensor. b. At all times Licensor shall have the right at its sole discretion and expense to either arise from: (i) require processes and equipment not included within the definition of, or not falling within the scope of, the VLI PROCESS that is employed by Licensee modify in its use of the Licensed Product so that it is not infringing; MACHINE, and (ii) obtain the goods or products made or processed by Licensee. In the event a final injunction is obtained against the use of the infringing VLI PROCESS, VLI will, at its option and expense: (i) secure for Licensee at Licensor's expense the right to continue to use the use VLI PROCESS, or (ii) replace or modify the same so it meets the agreed technical specifications but becomes non-infringing, or (iii) 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 Licensed Product as licensed hereunder. c. The indemnity in this section states entry of such injunction; and VLI will reimburse Licensee for all costs and expenses of replacement or modification of the entire liability VLI PROCESS. If VLI elects to refund to Licensee all sums paid for the License Fee (if any) and for then-depreciated book value of Licensor for infringement of Intellectual Property right by Licensor Products MACHINE, the Licensee shall promptly return and is in lieu of any warranty of non infringement of Patent Title and surrender to VLI the like, but is without prejudice to the supplier's warranties under section 7 (e), (f)TECHNICAL DOCUMENTATION, and (g)all other information about the VLI PROCESS provided from VLI to Licensee in connection with this License Agreement.

PATENT INDEMNIFICATION. The Licensor declares POS represents and warrants that according to his knowledge at the date of signature of this Agreement, the Licensed Technology does Products do not infringe industrial property rights of third parties in the territory defined in Section 2. a. Licensor agrees, at its own expense, to defend, indemnify and hold Licensee harmless against any suit claim, or proceeding brought against Licensee patent held by any third party alleging that manufacture, marketing or use of Licensed Products infringes any third party patent issued after the effective date of this agreement or infringement of copyright or trademark or misappropriation of any trade secret of any third party. As express conditions If any suit, action, or other proceeding is brought against WADC involving any claim that the use, sale or distribution of Licensors obligations under this Section Licensee the Products, infringes any patent, or other proprietary property rights, POS shall indemnify and hold harmless WADC from all costs, losses, expenses, and liabilities, (aincluding attorneys fees) immediately notify Licensor in writing arising directly or indirectly from any claims of infringement provided that: (i) WADC promptly notifies POS of the commencement of any such suit claim action or proceeding and tender a request for indemnification hereunder, (b) allow Licensor to assume sole control of the investigation, defense and settlement of such suit claim or proceeding, (c) give Licensor information and assistance reasonably necessary for the investigation, defense aid settlement of such suit, claim, or proceeding, at Licensor's expensethreats thereof, and furnishes POS with all documents in WADC's possession relating thereto; (dii) the manner in which such action or suit shall be handled or otherwise disposed shall be at POS' sole discretion, provided the rights of WADC to engage in activities hereunder are not enter into limited thereby; (iii) WADC agrees not to take any settlement of action or incur any cost with respect to such suit, claim or proceeding without Licensor's written consent The foregoing indemnity obligation direction of POS, unless POS fails to respond to such claim or proceeding in a timely manner, thereby jeopardizing WADC; (iv) POS shall not apply with respect to have no liability for any product of Licensee or portions or components thereof that are not covered by at least one claim of POS' lack of right, title or interest to the Patent Product or any claim of copyright or patent infringement (including contributory responsibility), trade secret violation or violation of other proprietary rights resulting from (a) use of the Product in combination with other elements, where the combination and not the Product itself gives rise to the claim; or (b) modification of the design of the Product by anyone other than POS, if such modification is the basis of the claim. POS shall pay all damages, costs, or other monies or relief (including all court costs and attorney fees awarded as part of the Licensed Technologydamages) awarded against WADC, combined with other productsor settlement amounts agreed to by POS, processes or materials other than as a result of such action. WADC shall defend and indemnify POS to the same extent as provided under this Agreement or where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications above for POS to indemnify WADC, if a claim is made against POS that would have avoided be covered by this Section if made against WADC and if the alleged infringement; provided that sole basis of such modifications will be implemented at the expense of Licensor. b. At all times Licensor shall have the right at its sole discretion and expense to claim is either (i) require Licensee modify the Licensed modification to a Product so that it is not infringingmade by WADC without POS' written approval; or (ii) obtain for Licensee at Licensor's expense the right to continue the use of the Licensed Product as licensed hereunder. c. The indemnity in this section states combination with other elements, where the entire liability of Licensor for infringement of Intellectual Property right by Licensor Products combination and is in lieu of any warranty of non infringement of Patent Title and not the like, but is without prejudice Product itself gives rise to the supplier's warranties under section 7 (e), (f)claim, and (g)WADC actually sold said combination.

PATENT INDEMNIFICATION. The Licensor declares that according to his knowledge at the date of signature of this Agreement, the Licensed Technology does not infringe industrial property rights of third parties in the territory defined in Section 2. a. Licensor agrees, at its own expense, to defend, Purchaser shall indemnify and hold Licensee 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 claim, or proceeding brought against Licensee by the Purchaser so far as based on a claim that any third party alleging that manufactureProduct or any part thereof, marketing or use of Licensed Products infringes any third party patent issued after the effective date of furnished under this agreement or Agreement constitutes an infringement of copyright or trademark or misappropriation any patent of any trade secret of any third party. As express conditions of Licensors obligations under this Section Licensee shall the United States, provided that (a) immediately notify Licensor 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 claim or proceeding and tender a request for indemnification hereunder, (b) allow Licensor transmit to assume sole control of the investigation, defense NWL immediately upon receipt all processes and settlement of such suit claim or proceeding, (c) give Licensor information and assistance reasonably necessary for the investigation, defense aid settlement of such suit, claim, or proceeding, at Licensor's expenseother 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 enter into 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 any such suit, claim or proceeding without Licensor's written consent The foregoing indemnity obligation shall not apply with respect to any product of Licensee or portions or components thereof that are not covered by at least one claim of the Patent said Product or part of the Licensed Technologyis enjoined, combined with other products, processes or materials other than as provided under this Agreement or where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; provided that such modifications will be implemented at the expense of Licensor. b. At all times Licensor NWL shall have the right at its sole discretion and expense to own expense, either (i) require Licensee modify procure for the Licensed Product so that it is not infringing; (ii) obtain for Licensee at Licensor's expense 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 Licensed Product as licensed hereunder. c. 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 indemnity 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 this section connection with which they may be used. The foregoing states the entire liability of Licensor the NWL for patent infringement of Intellectual Property right by Licensor the said Products or any part thereof and is in lieu of any warranty of non infringement of Patent Title and the like, but is without prejudice to the supplier's warranties under section 7 (e), (f), and (g)IN NO EVENT SHALL NWL BE LIABLE FOR CONSEQUENTAL OR INCIDENTAL DAMAGES ATTRIBUTABLE TO AN INFRINGEMENT.

PATENT INDEMNIFICATION. The Licensor declares (a) GE agrees to indemnify and hold Supplier harmless against any and all claims that according Wire Harnesses purchased pursuant to his knowledge at the date this Agreement constitute an infringement of signature of this Agreementany third party patent, the Licensed Technology does not infringe industrial property rights of third parties trade secret or other proprietary right in the territory defined event that such claim is based upon or arises as a result of the incorporation in Section 2. a. Licensor agreesthe Wire Harnesses of designs provided by GE or as a result of Wire Harnesses being manufactured in accordance with the Specifications. GE shall assume the defense of any suit, action or proceeding based on any such claim of infringement brought against Supplier and GE shall pay any Indemnificable Losses damages assessed against or otherwise payable by Supplier in any such suit, action or proceeding as a result of the disposition thereof, provided Supplier on receiving notice thereof, promptly notifies GE of such claim or of the commencement of any such suit, action or proceeding or threats thereof, and affords GE the opportunity, in its sole and absolute discretion, to determine the manner in which any such claim, suit, action or proceeding shall be handled or otherwise disposed of. Supplier shall give GE the cooperation GE requires at GE's expense for all reasonable and direct costs and expenses incurred by Supplier. Notwithstanding the foregoing, Supplier may be represented in any such claim, suit, action or proceeding by its own counsel, at its own expense, provided, however, that Supplier shall not consent to defendany judgment or decree in any such claim, suit, action or proceeding or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claim of a third party without first obtaining GE's consent thereto in writing. GE's obligation hereunder shall in no event apply to any claims based upon any goods sold by Supplier to any third party. (b) Supplier agrees to similarly indemnify and hold Licensee GE harmless against any suit claim, or proceeding brought against Licensee by and all claims that Wire Harnesses purchased to this Agreement constitute an 100 infringement of any third party alleging that manufacturepatent, marketing or use of Licensed Products infringes any third party patent issued after the effective date of this agreement or infringement of copyright or trademark or misappropriation of any trade secret of any third party. As express conditions of Licensors obligations under this Section Licensee shall (a) immediately notify Licensor in writing of any or other proprietary right to the extent that such suit claim is based upon or proceeding and tender arises as a request for indemnification hereunder, (b) allow Licensor to assume sole control result of the investigationincorporation in the Wire Harnesses, defense and settlement of such suit claim or proceeding, (c) give Licensor information and assistance reasonably necessary for the investigation, defense aid settlement of such suit, claim, or proceeding, at Licensor's expense, and (d) not enter into any settlement of any such suit, claim or proceeding without Licensor's written consent The foregoing indemnity obligation shall not apply with respect to any product of Licensee or portions or components thereof that are not covered designs provided by at least one claim of the Patent or part of the Licensed Technology, combined with other products, processes or materials other than as provided under this Agreement or where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; provided that such modifications will be implemented at the expense of LicensorSupplier. b. At all times Licensor shall have the right at its sole discretion and expense to either (i) require Licensee modify the Licensed Product so that it is not infringing; (ii) obtain for Licensee at Licensor's expense the right to continue the use of the Licensed Product as licensed hereunder. c. The indemnity in this section states the entire liability of Licensor for infringement of Intellectual Property right by Licensor Products and is in lieu of any warranty of non infringement of Patent Title and the like, but is without prejudice to the supplier's warranties under section 7 (e), (f), and (g).

PATENT INDEMNIFICATION. The Licensor declares Maxtor will defend any action brought against MKE based on a claim that according 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 his knowledge at 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 date of signature of this AgreementProduct supplied hereunder, the Licensed Technology does not infringe industrial 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 of third parties in the territory defined in Section 2. a. Licensor agreesrights, Maxtor shall defend such action or suit at its own expense, by reputable counsel selected by Maxtor and reasonably acceptable to defendMKE and shall pay any and all fees, indemnify costs and hold Licensee harmless against any suit claim, damages that may be awarded in such action or proceeding brought against Licensee by any third party alleging that manufacture, marketing or use of Licensed Products infringes any third party patent issued after the effective date of this agreement or infringement of copyright or trademark or misappropriation of any trade secret of any third partyin settlement thereof. As express conditions of Licensors obligations under this Section Licensee MKE shall (a) immediately notify Licensor in writing of any such suit claim or proceeding and tender a request for indemnification hereunder, (b) allow Licensor to assume sole control of the investigation, defense and settlement of such suit claim or proceeding, (c) give Licensor provide Maxtor information and assistance reasonably necessary for required to defend and/or settle such action or suit or threats thereof. Settlement shall be at the investigation, defense aid settlement option of such suit, claim, or proceeding, at Licensor's expense, and (d) not enter into any settlement of any such suit, claim or proceeding without Licensor's written consent The foregoing indemnity obligation shall not apply with respect to any product of Licensee or portions or components thereof that are not covered by at least one claim of the Patent or part of the Licensed Technology, combined with other products, processes or materials other than as provided under this Agreement or where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringementMaxtor; 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, by reason of such modifications will be implemented at the expense of Licensor. b. At all times Licensor infringement, Maxtor shall have the right at its sole discretion right, after consulting with MKE and expense upon written notice to MKE, to either (iA) require Licensee at its expense, procure for MKE the right to continue supplying the Product or replace or modify the Licensed Product, or (B) modify the Product so that it is non-infringing so long as such modification does not infringing; affect the Product's functioning, or (iiC) obtain for Licensee direct MKE to dispose of MKE's inventory of such Product at LicensorMaxtor's expense the right expense. In case of (B) above, Maxtor shall be liable to continue the use MKE for, and MKE shall be entitled to recover from Maxtor, all of the Licensed Product as licensed hereunder. c. The indemnity following costs and expenses in this section states the entire liability of Licensor for infringement of Intellectual Property right by Licensor Products and is in lieu event of any warranty such change of non infringement the Product design: (a) MKE's inventory of Patent Title certain components and/or parts useful only in the Product before such change of the Product design; (b) Working and processing costs and expenses actually incurred by MKE prior to notice of such change of the likeProduct design for the finished and/or unfinished Product; (c) Working and processing costs and expenses actually incurred for disassembling the finished and/or unfinished Product in MKE's inventory at the time of notice of such change of the Product design, but is without prejudice if and to the supplierextent such disassembling is required to mitigate the costs and expenses due to such change of the Product design. In case of (C) above, this Agreement shall be terminated with respect to the affected Product. If any Product is so disposed of by MKE in line with Maxtor's warranties under section 7 (e)discretion, (f), MKE shall not be liable for the result thereof and (g)Maxtor shall pay to MKE the original purchase price for such Product in addition to the expense incurred by MKE in such disposal of the Products.

PATENT INDEMNIFICATION. The Licensor declares Contractor shall indemnify, defend and hold harmless FedEx, its directors, officers, employees and agents, from and against any claim that according the Equipment or any part thereof (excluding any FedEx-provided software) or the use, lease or sale of any item delivered or to his knowledge be infringes any United States or foreign patent, including process, copyright or other proprietary right. Contractor shall pay any royalties and other costs related to the settlement of such claim and the cost in damages, including attorney’s fees, finally awarded as a result of any suit based on such claim. (a) FedEx shall promptly notify Contractor of any such claim and shall give Contractor such assistance and information as is available to FedEx for the defense of such claim, and FedEx will not settle or compromise any such claim without Contractor’s prior written consent. Any assistance or information furnished by FedEx at the date request of signature Contractor shall be at Contractor’s expense. Notwithstanding, Contractor will not consent to any injunction, decree, judgment or settlement which would have the effect of this Agreement, the Licensed Technology does not infringe industrial property rights preventing FedEx’s use of third parties in the territory defined in Section 2any Equipment without FedEx’s prior written consent. a. Licensor agrees(b) If the use of any Equipment delivered under this Agreement is enjoined as a result of a suit based on any claim of infringement of a United States or foreign patent, copyright or other proprietary right, Contractor shall, at its own expenseoption, to defend, indemnify and hold Licensee harmless against any suit claim, or proceeding brought against Licensee by any third party alleging that manufacture, marketing or but in no event later than thirty (30) days after FedEx’s use of Licensed Products infringes any third party patent issued after the effective date of this agreement or infringement of copyright or trademark or misappropriation of any trade secret of any third party. As express conditions of Licensors obligations under this Section Licensee shall (a) immediately notify Licensor in writing of any such suit claim or proceeding and tender a request for indemnification hereunderEquipment is so enjoined, (b) allow Licensor to assume sole control of the investigation, defense and settlement of such suit claim or proceeding, (c) give Licensor information and assistance reasonably necessary for the investigation, defense aid settlement of such suit, claim, or proceeding, at Licensor's expense, and (d) not enter into any settlement of any such suit, claim or proceeding without Licensor's written consent The foregoing indemnity obligation shall not apply with respect to any product of Licensee or portions or components thereof that are not covered by at least one claim of the Patent or part of the Licensed Technology, combined with other products, processes or materials other than as provided under this Agreement or where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; provided that such modifications will be implemented at the expense of Licensor. b. At all times Licensor shall have the right at its sole discretion and expense to either (i) require Licensee negotiate a license or other agreement with the claimant so that the Equipment is no longer subject to such injunction, (ii) modify the Licensed Product Equipment so that it is not becomes non-infringing; (ii) obtain for Licensee at Licensor's expense , provided such modification can be accomplished without materially affecting the right to continue the use performance of the Licensed Product as licensed hereunder. c. The indemnity in this section states Equipment, (iii) replace the entire liability Equipment with non-infringing Equipment of Licensor for infringement of Intellectual Property right by Licensor Products equal or better performance and is in lieu of any warranty of non infringement of Patent Title and the likequality, but is without prejudice subject to the supplier's warranties prior approval of FedEx or (iv) repurchase the Equipment for the Equipment Purchase Price paid by FedEx under section 7 (e), (f), and (g)this Agreement.