Common use of Patents and Copyrights Clause in Contracts

Patents and Copyrights. No rights or licenses are granted to ---------------------- Distributor herein by the Company, expressly or by implication, under any patents or copyrights. (a) The Company shall defend Distributor against any claim that any Product provided by the Company hereunder infringe any patent, copyright or other analogous right enforceable in the Territory, and the Company shall pay any resulting damages, costs and attorney's fees finally awarded by a court or any resulting settlement agreed upon by the Company, provided that Distributor promptly notifies the Company in writing of the claim and, further provided, that the Company has sole control of the defense and of all related settlement negotiations. (b) The Company's obligation under this Section is subject to the condition that if any Product becomes, or in the Company's opinion is likely to become, the subject of such a claim, Distributor shall permit the Company, at its option and expense, either to procure the right of Distributor to continue marketing or using the item involved or to replace or modify it so that it becomes non-infringing. If neither of the foregoing alternatives is available in terms which are reasonable in the Company's sole judgment, Distributor hereby agrees that, upon written request by the Company, Distributor shall return the item involved to the Company. In such a case, the Company agrees to grant a credit or refund to Distributor for the amount of charges of the returned Product, as well as any costs of return and applicable taxes thereon. (c) The Company shall have no obligation to Distributor for any liability to third parties for any claim based upon any alteration or modification of any Product or based upon the combination, operation or use of any Product with equipment, data or programming not supplied by the Company. The foregoing states the entire obligation of the Company in regard of all intellectual property matters and Distributor shall have no right to act in the Company's name or on the Company's behalf, with respect to infringement of patents, copyrights or analogous rights relating to the Products.

Patents and Copyrights. No rights or licenses are granted to ---------------------- Distributor herein by the Company, expressly or by implication, under any patents or copyrights. (a) The Company shall defend Distributor against any claim that any Product provided by the Company hereunder infringe any patent, copyright or other analogous right enforceable in the Territory, and the Company shall pay any resulting damages, costs and attorney's fees finally awarded by a court or any resulting settlement agreed upon by the Company, provided that Distributor promptly notifies the Company in writing of the claim and, further provided, that the Company has sole control of the defense and of all related settlement negotiations. (b) The Company's obligation under this Section is subject to the condition that if any Product becomes, or in the Company's opinion is likely to become, the subject of such a claim, Distributor shall permit the Company, at its option and expense, either to procure the right of Distributor to continue marketing or using the item involved or to replace or modify it so that it becomes non-infringing. If neither of the foregoing alternatives is available in terms which are reasonable in the Company's sole judgment, Distributor hereby agrees that, upon written request by the Company, Distributor shall return the item involved to the Company. In such a case, the Company agrees to grant a credit or refund to Distributor for the amount of charges of the returned Product, as well as any and all shipping and costs of return and applicable taxes thereon. (c) The Company shall have no obligation to Distributor for any liability to third parties for any claim based upon any alteration or modification of any Product or based upon the combination, operation or use of any Product with equipment, data or programming not supplied by the Company. The foregoing states the entire obligation of the Company in regard of all intellectual property matters and Distributor shall have no right to act in the Company's name or on the Company's behalf, with respect to infringement of patents, copyrights or analogous rights relating to the Products.. EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- REVISED DRAFT - November 4, 2002 Page 19 of 31 SECTION 15. INDEMNIFICATION

Patents and Copyrights. No rights or licenses are granted to ---------------------- Distributor herein by the Company, expressly or by implication, under any patents or copyrights. (a) The Company shall defend Distributor against any claim that any Product provided by the Company hereunder infringe any patent, copyright or other analogous right enforceable in the Territory, and the Company shall pay any resulting damages, costs and attorney's fees finally awarded by a court or any resulting settlement agreed upon by the Company, provided that Distributor promptly notifies the Company in writing of the claim and, further provided, that the Company has sole control of the defense and of all related settlement negotiations. (b) The Company's obligation under this Section is subject to the condition that if any Product becomes, or in the Company's opinion is likely to become, the subject of such a claim, Distributor shall permit the Company, at its option and expense, either to procure the right of Distributor to continue marketing or using the item involved or to replace or modify it so that it becomes non-infringing. If neither of the foregoing alternatives is available in terms which are reasonable in the Company's sole judgment, Distributor hereby agrees that, upon written request by the Company, Distributor shall return the item involved to the Company. In such a case, the Company agrees to grant a credit or refund to Distributor for the amount of charges of the returned Product, as well as any costs of return and applicable taxes thereon. (c) The Company shall have no obligation to Distributor for any liability to third parties for any claim based upon any alteration or modification of any Product or based upon the combination, operation or use of any Product with equipment, data or programming not supplied by the Company. The foregoing states the entire obligation of the Company in regard of all intellectual property matters and Distributor shall have no right to act in the Company's name or on the Company's behalf, with respect to infringement of patents, copyrights or analogous rights relating to the Products.. EXCLUSIVE DISTRIBUTION AGREEMENT -------------------------------- March 8, 2003 Page 18 of 30

Patents and Copyrights. No rights or licenses are granted to ---------------------- Distributor Purchaser herein by the Company, expressly or by implication, under any patents or copyrights. (a) The Company shall defend Distributor Purchaser against any claim that any Product provided by the Company hereunder infringe any patent, copyright or other analogous right enforceable in the TerritoryUnited States, and the Company shall pay any resulting damages, costs and attorney's fees finally awarded by a court or any resulting settlement agreed upon by the Company, provided that Distributor Purchaser promptly notifies the Company in writing of the claim and, further provided, that the Company has sole control of the defense and of all related settlement negotiations. (b) The Company's obligation under this Section is subject to the condition that if any Product becomes, or in the Company's opinion is likely to become, the subject of such a claim, Distributor Purchaser shall permit the Company, at its option and expense, either to procure the right of Distributor Purchaser to continue marketing or using the item involved or to replace or modify it so that it becomes non-infringing. If neither of the foregoing alternatives is available in terms which are reasonable in the Company's sole judgment, Distributor Purchaser hereby agrees that, upon written request by the Company, Distributor Purchaser shall return the item involved to the Company. In such a case, the Company agrees to grant a credit or refund to Distributor Purchaser for the amount of charges of the returned Product, as well as any costs of return and applicable taxes thereon. (c) The Company shall have no obligation to Distributor Purchaser for any liability to third parties for any claim based upon any alteration or modification of any Product or based upon the combination, operation or use of any Product with equipment, data or programming not supplied by the Company. The foregoing states the entire obligation of the Company in regard of all intellectual property matters and Distributor Purchaser shall have no right to act in the Company's name or on the Company's behalf, with respect to infringement of patents, copyrights or analogous rights relating to the Products.

Patents and Copyrights. No rights or licenses are granted to Purchaser ---------------------- Distributor herein by the Company, expressly or by implication, under any patents or copyrights. (a) The Company shall defend Distributor Purchaser against any claim that any Product provided by the Company hereunder infringe any patent, copyright or other analogous right enforceable in the TerritoryUnited States, and the Company shall pay any resulting damages, costs and attorney's fees finally awarded by a court or any resulting settlement agreed upon by the Company, provided that Distributor Purchaser promptly notifies the Company in writing of the claim and, further provided, that the Company has sole control of the defense and of all related settlement negotiations. (b) The Company's obligation under this Section is subject to the condition that if any Product becomes, or in the Company's opinion is likely to become, the subject of such a claim, Distributor Purchaser shall permit the Company, at its option and expense, either to procure the right of Distributor Purchaser to continue marketing or using the item involved or to replace or modify it so that it becomes non-infringing. If neither of the foregoing alternatives is available in terms which are reasonable in the Company's sole judgment, Distributor Purchaser hereby agrees that, upon written request by the Company, Distributor Purchaser shall return the item involved to the Company. In such a case, the Company agrees to grant a credit or refund to Distributor for the amount of charges of the returned Product, as well as any costs of return and applicable taxes thereon.In (c) The Company shall have no obligation to Distributor Purchaser for any liability to third parties for any claim based upon any alteration or modification of any Product or based upon the combination, operation or use of any Product with equipment, data or programming not supplied by the Company. The foregoing states the entire obligation of the Company in regard of all intellectual property matters and Distributor Purchaser shall have no right to act in the Company's name or on the Company's behalf, with respect to infringement of patents, copyrights or analogous rights relating to the Products.

Patents and Copyrights. No rights or licenses are granted to ---------------------- Distributor herein by the Company, expressly or by implication, under any patents or copyrights. (a) The Company shall defend Distributor against any claim that any Product provided by the Company hereunder infringe any patent, copyright or other analogous right enforceable in the Territory, and the Company shall pay any resulting damages, costs and attorney's ’s fees finally awarded by a court or any resulting settlement agreed upon by the Company, provided that Distributor promptly notifies the Company in writing of the claim and, further provided, that the Company has sole control of the defense and of all related settlement negotiations. (b) The Company's ’s obligation under this Section is subject to the condition that if any Product becomes, or in the Company's ’s opinion is likely to become, the subject of such a claim, Distributor shall permit the Company, at its option and expense, either to procure the right of Distributor to continue marketing or using the item involved or to replace or modify it so that it becomes non-infringing. If neither of the foregoing alternatives is available in terms which are reasonable in the Company's ’s sole judgment, Distributor hereby agrees that, upon written request by the Company, Distributor shall return the item involved to the Company. In such a case, the Company agrees to grant a credit or refund to Distributor for the amount of charges of the returned Product, as well as any costs of return and applicable taxes thereon. . (c) The Company shall have no obligation to Distributor for any liability to third parties for any claim based upon any alteration or modification of any Product or based upon the combination, operation or use of any Product with equipment, data or programming not supplied by the Company. The foregoing states the entire obligation of the Company in regard of all intellectual property matters and Distributor shall have no right to act in the Company's ’s name or on the Company's ’s behalf, with respect to infringement of patents, copyrights or analogous rights relating to the Products.

Patents and Copyrights. No rights or licenses are granted to ---------------------- Distributor herein by the Company, expressly or by implication, under any patents or copyrights. (a) The Company shall defend Distributor against any claim that any Product provided by the Company hereunder infringe any patent, copyright or other analogous right enforceable in the Territory, and the Company shall pay any resulting damages, costs and attorney's fees finally awarded by a court or any resulting settlement agreed upon by the Company, provided that Distributor promptly notifies the Company in writing of the claim and, further provided, that the Company has sole control of the defense and of all related settlement negotiations. (b) The Company's obligation under this Section is subject to the condition that if any Product becomes, or in the Company's opinion is likely to become, the subject of such a claim, Distributor shall permit the Company, at its option and expense, either to procure the right of Distributor to continue marketing or using the item involved or to replace or modify it so that it becomes non-infringing. If neither of the foregoing alternatives is available in terms which are reasonable in the Company's sole judgment, Distributor hereby agrees that, upon written request by the Company, Distributor shall return the item involved to the Company. In such a case, the Company agrees to grant a credit or refund to Distributor for the amount of charges of the returned Product, as well as any costs of return and applicable taxes thereon. (c) The Company shall have no obligation to Distributor for any liability to third parties for any claim based upon any alteration or modification of any Product or based upon the combination, operation or use of any Product with equipment, data or programming not supplied by the Company. The foregoing states the entire obligation of the Company in regard of all intellectual property matters and Distributor shall have no right to act in the Company's name or on the Company's behalf, with respect to infringement of patents, copyrights or analogous rights relating to the Products.. MASTER EXCLUSIVE FORM --------------------- REVISED DRAFT - August 30, 2002 Page 18 of 31

Patents and Copyrights. No rights or licenses are granted to ---------------------- Distributor herein by the Company, expressly or by implication, under any patents or copyrights. (a) The Company shall defend Distributor against any claim that any Product provided by the Company hereunder infringe any patent, copyright or other analogous right enforceable in the Territory, and the Company shall pay any resulting damages, costs and attorney's fees finally awarded by a court or any resulting settlement agreed upon by the Company, provided that Distributor promptly notifies the Company in writing of the claim and, further provided, that the Company has sole control of the defense and of all related settlement negotiations.. INTERNATIONAL DISTRIBUTION AGREEMENT ------------------------------------ (b) The Company's obligation under this Section is subject to the condition that if any Product becomes, or in the Company's opinion is likely to become, the subject of such a claim, Distributor shall permit the Company, at its option and expense, either to procure the right of Distributor to continue marketing or using the item involved or to replace or modify it so that it becomes non-infringing. If neither of the foregoing alternatives is available in terms which are reasonable in the Company's sole judgment, Distributor hereby agrees that, upon written request by the Company, Distributor shall return the item involved to the Company. In such a case, the Company agrees to grant a credit or refund to Distributor for the amount of charges of the returned Product, as well as any costs of return and applicable taxes thereon. (c) The Company shall have no obligation to Distributor for any liability to third parties for any claim based upon any alteration or modification of any Product or based upon the combination, operation or use of any Product with equipment, data or programming not supplied by the Company. The foregoing states the entire obligation of the Company in regard of all intellectual property matters and Distributor shall have no right to act in the Company's name or on the Company's behalf, with respect to infringement of patents, copyrights or analogous rights relating to the Products.

Patents and Copyrights. No rights or licenses are granted to ---------------------- Distributor herein by the Company, expressly or by implication, under any patents or copyrights. (a) The Company shall defend Distributor against any claim that any Product provided by the Company hereunder infringe any patent, copyright or other analogous right enforceable in the Territory, and the Company shall pay any resulting damages, costs and attorney's fees finally awarded by a court or any resulting settlement agreed upon by the Company, provided that Distributor promptly notifies the Company in writing of the claim and, further provided, that the Company has sole control of the defense and of all related settlement negotiations. (b) The Company's obligation under this Section is subject to the condition that if any Product becomes, or in the Company's opinion is likely to become, the subject of such a claim, Distributor shall permit the Company, at its option and expense, either to procure the right of Distributor to continue marketing or using the item involved or to replace or modify it so that it becomes non-infringing. If neither of the foregoing alternatives is available in terms which are reasonable in the Company's sole judgment, Distributor hereby agrees that, upon written request by the Company, Distributor shall return the item involved to the Company. In such a case, the Company agrees to grant a credit or refund to Distributor for the amount of charges of the returned Product, as well as any costs of return and applicable taxes thereon.INTERNATIONAL DISTRIBUTION AGREEMENT ------------------------------------ (c) The Company shall have no obligation to Distributor for any liability to third parties for any claim based upon any alteration or modification of any Product or based upon the combination, operation or use of any Product with equipment, data or programming not supplied by the Company. The foregoing states the entire obligation of the Company in regard of all intellectual property matters and Distributor shall have no right to act in the Company's name or on the Company's behalf, with respect to infringement of patents, copyrights or analogous rights relating to the Products.

Patents and Copyrights. No Vendor reserves all intellectual property and proprietary rights in and to i) all methodologies, designs, engineering details, and other data pertaining to the Products and Software, ii) all original works, computer programs, updates developed in the course of providing the Products and Software. Subject to the conditions and exceptions stated below, in the event of any claim, action, proceeding or licenses are granted to ---------------------- Distributor herein suit by the Companya third party against Customer alleging that a Product or Software furnished by Vendor (including, expressly without limitation, both Vendor and third party Software) infringes any US (i) patent, (ii) copyright, or by implication(iii) trade secret, under Vendor will defend Customer, will reimburse Customer for any patents cost, expense or copyrights. (a) The Company shall defend Distributor attorneys’ fees incurred at Vendor’s written request or authorization and will indemnify Customer against any claim that any Product provided by the Company hereunder infringe any patent, copyright liability assessed against Customer in a final judgment on account of such infringement or other analogous right enforceable in the Territory, and the Company shall pay any resulting damages, costs and attorney's fees finally awarded by a court or any resulting settlement agreed violation arising out of such use. The preceding obligations are conditioned upon by the Company, provided that Distributor promptly notifies the Company in writing Customer giving Vendor prompt written notice of the claim andand information, further providedreasonable assistance, that and sole authority to defend and to settle the Company has sole control of claim. In the defense and or settlement of all related settlement negotiations. (b) The Company's obligation under this Section is subject to the condition that if any Product becomes, or in the Company's opinion is likely to become, the subject of such a claim, Distributor shall permit the CompanyVendor shall, in its reasonable judgment, and at its option and expense, either to procure : (i) obtain for Customer the right of Distributor to continue marketing or using the item involved Product or to Software, or (ii) replace or modify it the Product or Software so that it becomes non-infringing. If neither none of the foregoing alternatives options is available in terms which are practical, Vendor shall use reasonable in commercial best efforts to promptly inform Customer and Vendor will remove the Company's sole judgmentenjoined Product or Software and refund the amount paid to Vendor for the infringing materials, Distributor hereby agrees that, upon written request less a reasonable charge for any actual period of use by the Company, Distributor Customer. Vendor shall return the item involved not be liable to Customer under this section to the Companyextent that any infringement or claim (i) arises from use of the Product or Software in combination with equipment or software not supplied or authorized by Vendor or (ii) arises from adherence to design modifications, specifications, drawings, or written instructions which Vendor is directed by Customer to follow, but only if such alleged infringement or violation does not reside in corresponding commercial Product or Software of Vendor’s design or selection or (iii) arises from modifications of the Product or Software not made by or authorized by Vendor which, if not made, the Product or Software would not be infringing or (iv) resides in a Product or Software which is not of Vendor’s origin and which is furnished by Customer to Vendor for use under this Agreement; or (v) arises from adherence to instructions to apply Customer’s trademark, trade name, or other company identification. In such a casethe foregoing cases numbered (i) through (v), Customer shall defend and indemnify Vendor, subject to the Company agrees same terms and conditions and exceptions stated above with respect to grant a credit or refund to Distributor for the amount of charges of the returned Product, as well as any costs of return Vendor’s rights and applicable taxes thereon. (c) The Company shall have no obligation to Distributor for any liability to third parties for any claim based upon any alteration or modification of any Product or based upon the combination, operation or use of any Product with equipment, data or programming not supplied by the Companyobligations under this clause. The foregoing states the Vendor’s entire obligation of the Company in regard of all intellectual property matters obligation, and Distributor shall have no right to act in the Company's name or on the Company's behalfCustomer’s sole and exclusive remedy, with respect to any claim of infringement of patentsany patent, copyrights copyright, trade secret or analogous rights relating to the Productsother intellectual property or proprietary right which a third party may have against Customer.