Common use of PATENT, TRADEMARK AND COPYRIGHT INDEMNITY Clause in Contracts

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Seller shall defend, indemnify, and hold Buyer, Buyer’s officers, agents, employees, and customers harmless against all claims suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys’ fee and/or costs), liabilities, damages, costs, and attorneys’ fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including but not limited to, any right in a patent copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacturing, sale or use of products delivered under the Agreement by either Buyer or its customer. Buyer and/or its customer will duly notify Seller of any claims, suits or actions; and Seller shall, at its own expense, fully defend such claims, suit or action on behalf of indemnities, obtain such licenses as are necessary to remove such infringement, or replace the infringing Product. In the event that a court of law, administrative body, or other entity convened for the purpose of resolving such a matter, including through the use of alternative dispute resolution, determines that Seller has violated the protections afforded to a third party’s intellectual property under statute, regulation, or contract, Seller shall use all reasonable efforts to obtain a license for Buyer that permits Buyer’s use of any intellectual property included in a deliverable or otherwise necessary to the performance of the Agreement. If Seller is unable to obtain such a license, Seller shall, at its own expense, modify performance of this Agreement to eliminate the need for the infringing intellectual property. If Seller becomes responsible for modifying performance under this provision, Seller shall first propose an alternate method of performance that is at least as beneficial to Buyer and Buyer’s customers as the method of performance originally contemplated in the Agreement. Such a Seller proposal shall be first approved by Buyer prior to Seller commencing its effort to modify performance.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Seller shall defend, indemnify, and hold Buyer, Buyer’s officers, agents, employees, and customers harmless against all claims suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys’ fee and/or costs), liabilities, damages, costs, and attorneys’ fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including but not limited to, any right in a patent copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacturing, sale or use of products delivered under the Agreement by either Buyer or its customer. Buyer and/or its customer will duly notify Seller of any claims, suits or actions; and Seller shall, at its own expense, fully defend such claims, suit or action on behalf of indemnities, obtain such licenses as are necessary to remove such infringement, or replace the infringing Product. In the event that a court of law, administrative body, or other entity convened for the purpose of resolving such a matter, including through the use of alternative dispute resolution, determines that Seller has violated the protections afforded to a third party’s intellectual property under statute, regulation, or contract, Seller shall use all reasonable efforts to obtain a license for Buyer that permits Buyer’s use of any intellectual property included in a deliverable or otherwise necessary to the performance of the Agreement. If Seller is unable to obtain such a license, Seller shall, at its own expense, modify performance of this Agreement to eliminate the need for the infringing intellectual property. If Seller becomes responsible for modifying performance under this provision, Seller shall first propose an alternate method of performance that is at least as beneficial to Buyer and Buyer’s customers customers, including the Government, as the method of performance originally contemplated in the Agreement. Such a Seller proposal shall be first approved by Buyer prior to Seller commencing its effort to modify performance.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Seller shall defend, indemnify, and hold Buyer, BuyerXxxxx’s officers, agents, employees, and customers harmless against all claims suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys’ fee and/or costs), liabilities, damages, costs, and attorneys’ fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including but not limited to, any right in a patent patent, copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacturing, sale or use of products delivered under the Agreement by either Buyer or its customercustomer delivered under the Subcontract. Buyer and/or its customer will duly notify Seller of any claims, suits or actions; and Seller shall, at its own expense, fully defend such claims, suit or action on behalf of indemnities, obtain such licenses as are necessary to remove such infringement, or replace the infringing Product. In the event that a court of law, administrative body, or other entity convened for the purpose of resolving such a matter, including through the use of alternative dispute resolution, determines that Seller has violated the protections afforded to a third party’s intellectual property under statute, regulation, or contract, Seller shall use all reasonable efforts to obtain a license for Buyer that permits Buyer’s use of any intellectual property included in a deliverable or otherwise necessary to the performance of the AgreementSubcontract. If Seller is unable to obtain such a license, Seller shall, at its own expense, modify performance of this Agreement Subcontract to eliminate the need for the infringing intellectual property. If Seller Xxxxxx becomes responsible for modifying performance under this provision, Seller shall first propose an alternate method of performance that is at least as beneficial to Buyer and BuyerXxxxx’s customers and/or the Government as the method of performance originally contemplated in the AgreementSubcontract. Such a Seller proposal shall be first approved by Buyer prior to Seller commencing its effort to modify performance.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Seller shall defend, indemnify, indemnify and hold Buyer, Buyer’s officers, agents, employees, harmless Buyer from any and customers harmless against all claims suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys’ fee and/or costs), liabilities, damages, costs, including legal fees, losses, and attorneys’ fees related to the actual liabilities resulting from a suit, claim, or proceeding of alleged infringement of any United States or foreign intellectual property right (including but not limited to, any right in a patent copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out Intellectual Property rights by reason of the manufacturing, sale or use of products delivered under any Item sold to Buyer hereunder, and from reasonable expenses incurred by Buyer in defense of such suit, claim, or proceeding if Seller does not undertake the Agreement by either Buyer or its customer. Buyer and/or its customer will duly notify defense thereof; provided, that Seller is notified of any claimssuch suit and, except for suits or actions; against the U.S. Government, Buyer offers Seller full and Seller shallexclusive control of the defense of such suit, at its own expense, fully defend such claims, suit or action on behalf of indemnities, obtain such licenses as are necessary to remove such infringementclaim, or replace proceeding when Items of Seller only are involved therein or the infringing Productright to participate in the defense of such suit, claim, or proceeding when products other than those of Seller are also involved therein; except that, this indemnity shall not extend to infringement resulting solely from Seller’s compliance with Buyer’s specific designs. In the event that a court of law, administrative body, an injunction or other entity convened for the purpose of resolving such a matter, including through the use of alternative dispute resolution, determines that Seller has violated the protections afforded to a third party’s intellectual property under statute, regulation, or contract, Seller shall use all reasonable efforts to obtain a license for Buyer that permits Buyer’s use of any intellectual property included in a deliverable or otherwise necessary to the performance of the Agreement. If Seller is unable to obtain such a licenserestraining order, Seller shall, at its own expense, either procure for Buyer the right to continue to sell and use the Item, or replace or modify performance the Item so that it becomes non- convenience. In the event of this Agreement to eliminate the need for the infringing intellectual property. If Seller becomes responsible for modifying performance under this provisionsuch termination, Seller shall first propose an alternate method of performance that is at least as beneficial to Buyer and immediately stop all work infringing. Seller shall also indemnify Buyer’s customers as and agents for such infringement if and hereunder and shall immediately cause all of its suppliers and subcontractors to cease work. Subject to the method terms of performance originally contemplated in the Agreement. Such a this order, Seller proposal shall be first approved by Buyer paid a portion of the order price reflecting the actual costs incurred for the work performed prior to the notice of termination, plus reasonable charges Seller commencing can demonstrate to the satisfaction of Buyer using its effort standard record keeping system, that have resulted from the termination. Seller shall submit its claim no later than six (6) months after receipt of the termination notice. Seller shall make reasonably available to modify performance.Buyer or Buyer’s representative, any books, records and papers supporting its claim. Seller shall not be paid for any work performed or costs incurred which should have been avoided. Upon Buyer’s payment to Seller in accordance with this Section 10.A., title to all equipment, materials, work-in-progress, special tooling,

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Seller shall defend, will indemnify, defend and hold Buyerharmless Buyer and its customer from all claims, Buyer’s officers, agents, employees, and customers harmless against all claims suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys’ fee ' fees and/or costs), liabilities, damages, costs, costs and attorneys’ ' fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including including, but not limited to, any right in a patent patent, copyright, industrial design or semiconductor mask workdesign, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacturingmanufacture, sale or use of products delivered under the Agreement Goods by either Buyer or its customer. Buyer and/or its customer will duly notify Seller of any claimssuch claim, suits suit or actions; and action. Seller shallwill, at its own expense, fully defend such claimsclaim, suit or action on behalf of indemnities, obtain the indemnitees. Seller will have no obligation under this Article with regard to any infringement arising from (a) the compliance of Seller's new product design with formal specifications issued by Buyer where infringement could not be avoided in complying with such licenses as are necessary to remove specifications or (b) use or sale of Goods for other than their intended application in combination with other items when such infringement, infringement would not have occurred from the use or replace the infringing Product. In the event that a court sale of law, administrative body, or other entity convened those Goods solely for the purpose for which they were designed or sold by Seller. The exception in (a) above shall not apply if the infringement arises out of resolving such a matter, including through the use of alternative dispute resolution, determines that Seller has violated the protections afforded adherence to a third party’s intellectual property under statute, regulation, one or contract, Seller shall use all reasonable efforts to obtain a license for Buyer that permits Buyer’s use of any intellectual property included in a deliverable more industry standards or otherwise necessary to the performance of the Agreementregulatory requirements. If Seller is unable to obtain such a license, Seller shall, at its own expense, modify performance For purposes of this Agreement to eliminate Article only, the need for the infringing intellectual property. If Seller becomes responsible for modifying performance under this provisionterm Buyer will include Insulation Supply Company and all officers, Seller shall first propose an alternate method agents and employees of performance that is at least as beneficial to Buyer and Buyer’s customers as the method of performance originally contemplated in the Agreement. Such a Seller proposal shall be first approved by Buyer prior to Seller commencing its effort to modify performanceInsulation Supply Company or any Insulation Supply Company subsidiary.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Seller shall defend, will indemnify, defend and hold Buyerharmless Buyer and its customer from all claims, Buyer’s officers, agents, employees, and customers harmless against all claims suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys’ fee ' fees and/or costs), liabilities, damages, costs, costs and attorneys’ ' fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including including, but not limited to, any right in a patent patent, copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacturing, sale Seller’s provision of the Services and/or sales or use of products delivered under the Agreement Services by either Buyer or its customer. Buyer and/or its customer will duly notify Seller of any claimssuch claim, suits suit or actionsaction; and Seller shallwill, at its own expense, fully defend such claimsclaim, suit or action on behalf of indemnities, obtain the indemnitees. Seller will have no obligation under this Article with regard to any infringement arising from (a) the compliance of Seller's new product design with formal specifications issued by Buyer where infringement could not be avoided in complying with such licenses as are necessary to remove specifications or (b) use or sale of Services for other than their intended application in combination with other items when such infringement, infringement would not have occurred from the use or replace the infringing Product. In the event that a court sale of law, administrative body, or other entity convened those Services solely for the purpose of resolving such a matter, including through the use of alternative dispute resolution, determines that Seller has violated the protections afforded to a third party’s intellectual property under statute, regulation, for which they were designed or contract, Seller shall use all reasonable efforts to obtain a license for Buyer that permits Buyer’s use of any intellectual property included in a deliverable or otherwise necessary to the performance of the Agreementsold by Seller. If Seller is unable to obtain such a license, Seller shall, at its own expense, modify performance For purposes of this Agreement to eliminate Article only, the need for the infringing intellectual property. If Seller becomes responsible for modifying performance under this provisionterm Buyer will include Alliance Spacesystems, Seller shall first propose an alternate method LLC and its Parent Company Spacesystems Holdings, LLC and all officers, agents and employees of performance that is at least as beneficial to Buyer Alliance and Buyer’s customers as the method of performance originally contemplated in the Agreement. Such a Seller proposal shall be first approved by Buyer prior to Seller commencing its effort to modify performanceParent Company.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Seller shall defend, indemnify, and hold Buyer, BuyerXxxxx’s officers, agents, employees, and customers harmless against all claims suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys’ fee and/or costs), liabilities, damages, costs, and attorneys’ fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including but not limited to, any right in a patent copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacturing, sale or use of products delivered under the Agreement by either Buyer or its customer. Buyer and/or its customer will duly notify Seller of any claims, suits or actions; and Seller shall, at its own expense, fully defend such claims, suit or action on behalf of indemnities, obtain such licenses as are necessary to remove such infringement, or replace the infringing Product. In the event that a court of law, administrative body, or other entity convened for the purpose of resolving such a matter, including through the use of alternative dispute resolution, determines that Seller has violated the protections afforded to a third party’s intellectual property under statute, regulation, or contract, Seller shall use all reasonable efforts to obtain a license for Buyer that permits Buyer’s use of any intellectual property included in a deliverable or otherwise necessary to the performance of the Agreement. If Seller is unable to obtain such a license, Seller shall, at its own expense, modify performance of this Agreement to eliminate the need for the infringing intellectual property. If Seller Xxxxxx becomes responsible for modifying performance under this provision, Seller shall first propose an alternate method of performance that is at least as beneficial to Buyer and BuyerXxxxx’s customers customers, including the Government, as the method of performance originally contemplated in the Agreement. Such a Seller proposal shall be first approved by Buyer prior to Seller commencing its effort to modify performance.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Seller shall defend, will indemnify, defend and hold Buyerharmless Buyer and its customer from all claims, Buyer’s officers, agents, employees, and customers harmless against all claims suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys’ fee ' fees and/or costs), liabilities, damages, costs, costs and attorneys’ ' fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including including, but not limited to, any right in a patent patent, copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacturing, Seller’s provision of the Services and/or sale or use of products delivered under the Agreement Services by either Buyer or its customer. Buyer and/or its customer will duly notify Seller of any claimssuch claim, suits suit or actions; and action. Seller shallwill, at its own expense, fully defend such claimsclaim, suit or action on behalf of indemnities, obtain the indemnitees. Seller will have no obligation under this Article with regard to any infringement arising from (a) the compliance of Seller's new product design with formal specifications issued by Buyer where infringement could not be avoided in complying with such licenses as are necessary to remove specifications or (b) use or sale of Services for other than their intended application in combination with other items when such infringement, infringement would not have occurred from the use or replace the infringing Product. In the event that a court sale of law, administrative body, or other entity convened those Services solely for the purpose for which they were designed or sold by Seller. The exception in (a) above shall not apply if the infringement arises out of resolving such a matteradherence to one or more industry standards or regulatory requirements. For purposes of this Article only, including through the use term Buyer will include The Boeing Company and all Boeing subsidiaries and all officers, agents and employees of alternative dispute resolution, determines Boeing or any Boeing subsidiary. In respect of works that Seller has violated the protections afforded to a third party’s intellectual property under statute, regulation, or contractare copyrighted, Seller shall use all reasonable efforts to obtain a license for Buyer that permits Buyer’s use of any intellectual property included in a deliverable or otherwise necessary to the performance waiver of the Agreement. If Seller is unable to obtain such a license, Seller shall, at its own expense, modify performance of this Agreement to eliminate the need for the infringing intellectual property. If Seller becomes responsible for modifying performance under this provision, Seller shall first propose an alternate method of performance that is at least as beneficial to Buyer and Buyer’s customers as the method of performance originally contemplated special rights in the Agreement. Such a Seller proposal shall be first approved by Buyer prior relevant Intellectual Property Rights, including any deliverables of the Goods to Seller commencing its effort to modify performancewhich any individual is now or maybe at any future time entitled under Section 57 of the Indian Copyright Act, 1957, or any similar provisions of law in any other relevant jurisdiction.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Seller shall defend, indemnify, and hold Buyer, BuyerXxxxx’s officers, agents, employees, and customers harmless against all claims suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys’ fee and/or costs), liabilities, damages, costs, and attorneys’ fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including but not limited to, any right in a patent copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacturing, sale or use of products delivered under the Agreement by either Buyer or its customer. Buyer and/or its customer will duly notify Seller of any claims, suits or actions; and Seller shall, at its own expense, fully defend such claims, suit or action on behalf of indemnities, obtain such licenses as are necessary to remove such infringement, or replace the infringing Product. In the event that a court of law, administrative body, or other entity convened for the purpose of resolving such a matter, including through the use of alternative dispute resolution, determines that Seller has violated the protections afforded to a third party’s intellectual property under statute, regulation, or contract, Seller shall use all reasonable efforts to obtain a license for Buyer that permits Buyer’s use of any intellectual property included in a deliverable or otherwise necessary to the performance of the Agreement. If Seller is unable to obtain such a license, Seller shall, at its own expense, modify performance of this Agreement to eliminate the need for the infringing intellectual property. If Seller Xxxxxx becomes responsible for modifying performance under this provision, Seller shall first propose an alternate method of performance that is at least as beneficial to Buyer and Buyer’s customers customers, including the Government, as the method of performance originally contemplated in the Agreement. Such a Seller proposal shall be first approved by Buyer prior to Seller commencing its effort to modify performance.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Seller shall defend, will indemnify, defend and hold Buyerharmless Buyer and its customer from all claims, Buyer’s officers, agents, employees, and customers harmless against all claims suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys’ fee ' fees and/or costs), liabilities, damages, costs, costs and attorneys’ ' fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including including, but not limited to, any right in a patent patent, copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacturing, Seller’s provision of the Services and/or sale or use of products delivered under the Agreement Services by either Buyer or its customer. Buyer and/or its customer will duly notify Seller of any claimssuch claim, suits suit or actions; and action. Seller shallwill, at its own expense, fully defend such claimsclaim, suit or action on behalf of indemnities, obtain the indemnitees. Seller will have no obligation under this Article with regard to any infringement arising from (a) the compliance of Seller's new product design with formal specifications issued by Buyer where infringement could not be avoided in complying with such licenses as are necessary to remove specifications or (b) use or sale of Services for other than their intended application in combination with other items when such infringement, infringement would not have occurred from the use or replace the infringing Product. In the event that a court sale of law, administrative body, or other entity convened those Services solely for the purpose for which they were designed or sold by Seller. The exception in (a) above shall not apply if the infringement arises out of resolving such a matteradherence to one or more industry standards or regulatory requirements. For purposes of this Article only, including through the use term Buyer will include The Boeing Company and all Boeing subsidiaries and all officers, agents and employees of alternative dispute resolution, determines Boeing or any Boeing subsidiary. In respect of works that Seller has violated the protections afforded to a third party’s intellectual property under statute, regulation, or contractare copyrighted, Seller shall use all reasonable efforts to obtain a license for Buyer that permits Buyer’s use waiver of any the special rights in the relevant intellectual property included in a deliverable or otherwise necessary rights, including any deliverables relating to the performance of the Agreement. If Seller Services to which any individual is unable to obtain such a licensenow or maybe at any future time entitled under Section 57 of the Indian Copyright Act, Seller shall1957, at its own expense, modify performance or any similar provisions of this Agreement to eliminate the need for the infringing intellectual property. If Seller becomes responsible for modifying performance under this provision, Seller shall first propose an alternate method of performance that is at least as beneficial to Buyer and Buyer’s customers as the method of performance originally contemplated law in the Agreement. Such a Seller proposal shall be first approved by Buyer prior to Seller commencing its effort to modify performanceany other relevant jurisdiction.