Common use of PATENT INDEMNIFICATION Clause in Contracts

PATENT INDEMNIFICATION. Except as provided in the paragraph below, and subject to the limitation set forth below, National will defend any suit or proceeding brought against the Buyer if it is based on a claim that any product, or any part hereof, made to National's design by or for National and furnished hereunder constitutes an infringement of any United States patents, in notified promptly in writing and given full and complete authority, information and assistance (at National's expense) for the defense of same. National will pay damages and costs therein awarded against the Buyer, but shall not be responsible for any compromise made without its written consent. In providing such defense, or in the event that such product, or part thereof, is held to constitute infringement and the use of such product, or part thereof is enjoined, National shall retain the right at its sole discretion to either procure for the Buyer the right to continue using such product or part thereof, or modify it so that it becomes noninfringing, or remove it, or part thereof, and grant the Buyer a credit for the depreciated value thereof, national's indemnity is expressly limited to United States patents only. In no event shall National's total liability to Buyer under the foregoing indemnity exceed the purchase price of the alleged infringing product. National makes no expressed or implied warranty that the products sold hereunder will not infringe any United States or foreign patents, trademarks, or copyrights. [illegible] infringement or contributory infringement of any patents, trademarks or copyrights related to products sold hereunder arising from (i) National's compliance with Buyer's designs, specifications, or instructions, (ii) use of any product in combination with products not supplied by National, or (iii) use of any product in connection with a manufacturing or other process.

PATENT INDEMNIFICATION. Except as provided in the paragraph below, and subject to the limitation set forth below, National will defend any suit or proceeding brought against the Buyer if it is based on a claim that any product, or any part hereof, made to National's design by or Seller shall have no liability for National and furnished hereunder constitutes an infringement of any United States patents, trademarks or copyrights (hereinafter collectively referred to as the “Intellectual Property Rights”) except as specifically provided in notified promptly this Section. Any liability of Seller shall be limited as set forth elsewhere in writing the Conditions. Seller will defend and given full indemnify Buyer against allegations of infringement of Intellectual Property Rights subject to the limitations and complete authorityconditions set forth in this Section. Seller will defend, information at its expense, and assistance 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 (at National's expense10) for days after Buyer becomes aware of such allegations of infringement, and Seller having sole control over the defense of sameany allegations or actions including all negotiations for settlement or compromise. National will pay damages and costs therein awarded against If a Product is subject to a claim that it infringes the BuyerIntellectual Property Rights of a third party, but shall not be responsible for any compromise made without its written consent. In providing such defenseSeller may, or in the event that such product, or part thereof, is held to constitute infringement and the use of such product, or part thereof is enjoined, National shall retain the right at its sole discretion to either discretion, procure for the Buyer the right to continue using such product the Product, replace or part thereofmodify the Product so as to make it non-infringing, or modify it so that it becomes noninfringing, or remove it, or part thereof, offer to accept return of the Product and grant the Buyer a credit for the depreciated value thereof, national's indemnity is expressly limited to United States patents only. In no event shall National's total liability to Buyer under the foregoing indemnity exceed return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Products for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the alleged infringing productProducts. National makes no expressed or implied warranty that the products sold hereunder will not infringe any United States or foreign patents, trademarks, or copyrights. [illegible] infringement or contributory The foregoing provisions of this Section shall constitute Seller sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information or designs provided in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any patents, trademarks or copyrights related to products sold hereunder arising from (i) National's compliance with Buyer's designs, specifications, or instructions, (ii) use claim that such Product infringes the Intellectual Property Rights of any product in combination with products not supplied by National, or (iii) use of any product in connection with a manufacturing or other processthird party.

PATENT INDEMNIFICATION. Except as provided in the paragraph below, and subject to the limitation set forth below, National will defend any suit or proceeding brought against the Buyer if it is based on a claim that any product, or any part hereof, made to National's design by or Seller shall have no liability for National and furnished hereunder constitutes an infringement of any United States patents, trademarks or copyrights (hereinafter collectively referred to as the “Intellectual Property Rights”) except as specifically provided in notified promptly this Section. Any liability of Seller shall be limited as set forth elsewhere in writing the Conditions. Seller will defend and given full indemnify Buyer against allegations of infringement of Intellectual Property Rights subject to the limitations and complete authorityconditions set forth in this Section. Seller will defend, information at its expense, and assistance 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 (at National's expense10) for days after Xxxxx becomes aware of such allegations of infringement, and Xxxxxx having sole control over the defense of sameany allegations or actions including all negotiations for settlement or compromise. National will pay damages and costs therein awarded against If a Product is subject to a claim that it infringes the BuyerIntellectual Property Rights of a third party, but shall not be responsible for any compromise made without its written consent. In providing such defenseSeller may, or in the event that such product, or part thereof, is held to constitute infringement and the use of such product, or part thereof is enjoined, National shall retain the right at its sole discretion to either discretion, procure for the Buyer the right to continue using such product the Product, replace or part thereofmodify the Product so as to make it non-infringing, or modify it so that it becomes noninfringing, or remove it, or part thereof, offer to accept return of the Product and grant the Buyer a credit for the depreciated value thereof, national's indemnity is expressly limited to United States patents only. In no event shall National's total liability to Buyer under the foregoing indemnity exceed return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Products for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the alleged infringing productProducts. National makes no expressed or implied warranty that the products sold hereunder will not infringe any United States or foreign patents, trademarks, or copyrights. [illegible] infringement or contributory The foregoing provisions of this Section shall constitute Seller sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information or designs provided in whole or in part by Xxxxx, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any patents, trademarks or copyrights related to products sold hereunder arising from (i) National's compliance with Buyer's designs, specifications, or instructions, (ii) use claim that such Product infringes the Intellectual Property Rights of any product in combination with products not supplied by National, or (iii) use of any product in connection with a manufacturing or other processthird party.