Common use of SGI INTELLECTUAL PROPERTY INDEMNIFICATION Clause in Contracts

SGI INTELLECTUAL PROPERTY INDEMNIFICATION. SGI will defend, indemnify, and hold harmless Company and its Affiliates, directors, officers, employees and agents against any claim, suit or proceeding alleging that the Background Technology or SGI's contributions to the Foreground Technology or the Developed Technology or use thereof infringes or misappropriates any U.S. or Japanese copyright, mask work, trade secret, patent or other intellectual property, proprietary or contract rights of any third party and against any damages or liability resulting from such claim, suit or proceeding, including, without limitation, reasonable attorneys' fees and other costs and expenses, provided that (i) Company gives SGI notice of the claim, suit or proceeding promptly after commencement thereof (or, if later, promptly after Company learns that such claim, suit or proceeding relates to the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology), (ii) SGI may not settle any claim, suit or proceeding without the prior, written consent of Company which consent shall not be unreasonably withheld, provided that if Company refuses to consent to settlement acceptable to the plaintiff(s) and proposed by SGI to Company, SGI's total liability under this Section 9.5 shall be limited to the amount of the proposed settlement and attorney's fees incurred as of the date of SGI's request for Company's consent, and (iii) Company provides SGI with all reasonable assistance requested by SGI in connection with the defense and/or resolution of any such claim, suit or proceeding, at SGI's expense. Notwithstanding the defense obligation of SGI under this Section 9.5, Company shall have the right, at its own expense, to appoint its own counsel to participate in any claim, suit or proceeding, and SGI shall cooperate with Company and such counsel. If there is a final determination of infringement or misappropriation, SGI shall, at its option, use reasonable efforts to, (i) replace or modify any componentof the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology with a functionally equivalent noninfringing component that conforms to the requirements of this Agreement, or (ii) obtain a license for Company to use such Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology. Notwithstanding the foregoing, SGI shall have no liability for a claim, suit or proceeding to the extent based on (a) modification of the Background Technology or SGI's contribution lo the Foreground Technology or the Developed Technology by or for Company (other than by SGI), or (b) Company's use of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology with Accessories not supplied by SGI, or (c) Company's use of a version of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology that was not at the time of use the most recent version provided by SGI to Company. For purposes of this Section 9.5, SGI's contributions to the Foreground Technology or the Developed Technology shall include any technology developed by SGI subcontractors. SGI'S LIABILITY UNDER THIS SECTION 9.5 SHALL IN NO EVENT EXCEED THE DEVELOPMENT FEES AND ROYALTIES PAID BY COMPANY TO SGI UNDER THIS AGREEMENT.

SGI INTELLECTUAL PROPERTY INDEMNIFICATION. SGI will defend, indemnify, and hold harmless Company and its Affiliates, directors, officers, employees and agents against any claim, suit or proceeding alleging that the Background Technology or SGI's contributions to the Foreground Technology or the Developed Technology or use thereof XXXXXX infringes or misappropriates any U.S. or Japanese XXXXXX copyright, mask work, trade secret, patent or other intellectual property, proprietary or contract rights of any third party and against any damages or liability resulting from such claim, suit suite or proceeding, including, without limitation, reasonable attorneys' fees and other costs and expenses, provided that (i) Company gives SGI notice of the claim, suit or proceeding promptly after commencement thereof (or, if later, promptly after Company learns that such claim, suit or proceeding relates to the Background Technology or SGI's contribution to the Foreground Technology or the Developed TechnologyXXXXXX), (ii) SGI may not settle any claim, suit or proceeding without the prior, written consent of Company which consent shall not be unreasonably withheld, provided that if Company refuses to consent to settlement acceptable to the plaintiff(s) and proposed by SGI to Company, SGI's total liability under this Section 9.5 shall be limited to the amount of the proposed settlement and attorney's fees incurred as of the date of SGI's request for Company's consent, and (iii) Company provides SGI with all reasonable assistance requested by SGI in connection with the defense and/or resolution of any such claim, suit or proceeding, at SGI's expense. Notwithstanding the defense obligation of SGI under this Section 9.5, Company shall have the right, at its own expense, to appoint its own counsel to participate in any claim, suit or proceeding, and SGI shall cooperate with Company and such counsel. If there is a final determination of infringement or misappropriation, SGI shall, at its option, use reasonable efforts to, (i) replace or modify any componentof the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology component of XXXXXX with a functionally equivalent noninfringing component that conforms to the requirements of this Agreement, or (ii) obtain a license for Company to use such Background Technology or SGI's contribution to the Foreground Technology or the Developed TechnologyXXXXXX. Notwithstanding the foregoing, SGI shall have no liability for a claim, suit or proceeding to the extent based on (a) modification of the Background Technology or SGI's contribution lo the Foreground Technology or the Developed Technology XXXXXX by or for Company (other than by SGI), or (b) Company's use of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology XXXXXX with Accessories not supplied by SGI, or (c) Company's use of a version of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology XXXXXX that was not at the time of use the most recent version provided by SGI to Company. For purposes of this Section 9.5, SGI's contributions to the Foreground Technology or the Developed Technology shall include any technology developed by SGI subcontractors. XXXXXX SGI'S LIABILITY UNDER THIS SECTION 9.5 SHALL IN NO EVENT EXCEED THE DEVELOPMENT FEES AND ROYALTIES PAID BY COMPANY TO SGI UNDER THIS AGREEMENTXXXXXX.

SGI INTELLECTUAL PROPERTY INDEMNIFICATION. SGI will defend, indemnify, and hold harmless Company and its Affiliates, directors, officers, employees and agents against any claim, suit or proceeding alleging that the Background Technology or SGI's contributions to the Foreground Technology or the Developed Technology XXXXXX or use thereof infringes or misappropriates any U.S. or Japanese XXXXXX copyright, mask work, trade secret, patent or other intellectual property, proprietary or contract rights of any third party and against any damages or liability resulting from such claim, suit or proceeding, including, without limitation, reasonable attorneys' fees and other costs and expenses, provided that (i) Company gives SGI notice of the claim, suit or proceeding promptly after commencement thereof (or, if later, promptly after Company learns that such claim, suit or proceeding relates to the Background Technology or SGI's contribution to the Foreground Technology or the Developed TechnologyXXXXXX), (ii) SGI may not settle any claim, suit or proceeding without the prior, written consent of Company which consent shall not be unreasonably withheld, provided that if Company refuses to consent to settlement acceptable to the plaintiff(s) and proposed by SGI to Company, SGI's total liability under this Section 9.5 shall be limited to the amount of the proposed settlement and attorney's fees incurred as of the date of SGI's request for Company's consent, and (iii) Company provides SGI with all reasonable assistance requested by SGI in connection with the defense and/or resolution of any such claim, suit or proceeding, at SGI's expense. Notwithstanding the defense obligation of SGI under this Section 9.5, Company shall have the right, at its own expense, to appoint its own counsel to participate in any claim, suit or proceeding, and SGI shall cooperate with Company and such counsel. If there is a final determination of infringement or misappropriation, SGI shall, at its option, use reasonable efforts to, (i) replace or modify any componentof the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology component of XXXXXX with a functionally equivalent noninfringing component that conforms to the requirements of this Agreement, or (ii) obtain a license for Company to use such Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology. XXXXXX Notwithstanding the foregoing, SGI shall have no liability for a claim, suit or proceeding to the extent based on (a) modification of the Background Technology or SGI's contribution lo the Foreground Technology or the Developed Technology XXXXXX by or for Company (other than by SGI), or (b) [XXXXXX]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED PURSUANT TO AN ORDER GRANTING CONFIDENTIAL TREATMENT ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1998. Company's use of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology XXXXXX with Accessories not supplied by SGI, or (c) Company's use of a version of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology XXXXXX that was not at the time of use the most recent version provided by SGI to Company. For purposes of this Section 9.5, SGI's contributions to the Foreground Technology or the Developed Technology shall include any technology developed by SGI subcontractors. XXXXXX SGI'S LIABILITY UNDER THIS SECTION 9.5 SHALL IN NO EVENT EXCEED THE DEVELOPMENT FEES AND ROYALTIES PAID BY COMPANY TO SGI UNDER THIS AGREEMENT.XXXXXX

SGI INTELLECTUAL PROPERTY INDEMNIFICATION. SGI will defend, indemnify, and hold harmless Company and its Affiliates, directors, officers, employees and agents against any claim, suit or proceeding alleging that the Background Technology or SGI's contributions to the Foreground Technology or the Developed Technology XXXXXX or use thereof infringes or misappropriates any U.S. or Japanese XXXXXX copyright, mask work, trade secret, patent or other intellectual property, proprietary or contract rights of any third party and against any damages or liability resulting from such claim, suit or proceeding, including, without limitation, reasonable attorneys' fees and other costs and expenses, provided that (i) Company gives SGI notice of the claim, suit or proceeding promptly after commencement thereof (or, if later, promptly after Company learns that such claim, suit or proceeding relates to the Background Technology or SGI's contribution to the Foreground Technology or the Developed TechnologyXXXXXX), (ii) SGI may not settle any claim, suit or proceeding without the prior, written consent of Company which consent shall not be unreasonably withheld, provided that if Company refuses to consent to settlement acceptable to the plaintiff(s) and proposed by SGI to Company, SGI's total liability under this Section 9.5 shall be limited to the amount of the proposed settlement and attorney's fees incurred as of the date of SGI's request for Company's consent, and (iii) Company provides SGI with all reasonable assistance requested by SGI in connection with the defense and/or resolution of any such claim, suit or proceeding, at SGI's expense. Notwithstanding the defense obligation of SGI under this Section 9.5, Company shall have the right, at its own expense, to appoint its own counsel to participate in any claim, suit or proceeding, and SGI shall cooperate with Company and such counsel. If there is a final determination of infringement or misappropriation, SGI shall, at its option, use reasonable efforts to, (i) replace or modify any componentof the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology component of XXXXXX with a functionally equivalent noninfringing component that conforms to the requirements of this Agreement, or (ii) obtain a license for Company to use such Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology. XXXXXX Notwithstanding the foregoing, SGI shall have no liability for a claim, suit or proceeding to the extent based on (a) modification of the Background Technology or SGI's contribution lo the Foreground Technology or the Developed Technology XXXXXX [XXXXXX]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. by or for Company (other than by SGI), or (b) Company's use of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology XXXXXX with Accessories not supplied by SGI, or (c) Company's use of a version of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology XXXXXX that was not at the time of use the most recent version provided by SGI to Company. For purposes of this Section 9.5, SGI's contributions to the Foreground Technology or the Developed Technology shall include any technology developed by SGI subcontractors. XXXXXX SGI'S LIABILITY UNDER THIS SECTION 9.5 SHALL IN NO EVENT EXCEED THE DEVELOPMENT FEES AND ROYALTIES PAID BY COMPANY TO SGI UNDER THIS AGREEMENT.XXXXXX

SGI INTELLECTUAL PROPERTY INDEMNIFICATION. SGI will defend, indemnify, and hold harmless Company and its Affiliates, directors, officers, employees and agents against any claim, suit or proceeding alleging that the Background Technology or SGI's contributions to the Foreground Technology or the Developed Technology or use thereof XXXXXX infringes or misappropriates any U.S. or Japanese XXXXXX copyright, mask work, trade secret, patent or other intellectual property, proprietary or contract rights of any third party and against any damages or liability resulting from such claim, suit suite or proceeding, including, without limitation, reasonable attorneys' fees and other costs and expenses, provided that (i) Company gives SGI notice of the claim, suit or proceeding promptly after commencement thereof (or, if later, promptly after Company learns that such claim, suit or proceeding relates to the Background Technology or SGI's contribution to the Foreground Technology or the Developed TechnologyXXXXXX), (ii) SGI may not settle any claim, suit or proceeding without the prior, written consent of Company which consent shall not be unreasonably withheld, provided that if Company refuses to consent to settlement acceptable to the plaintiff(s) and proposed by SGI to Company, SGI's total liability under this Section 9.5 shall be limited to the amount of the proposed [XXXXXX]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED PURSUANT TO AN ORDER GRANTING CONFIDENTIAL TREATMENT ISSUED BY THE SECURITIES AND EXCHANGE COMMISSION. settlement and attorney's fees incurred as of the date of SGI's request for Company's consent, and (iii) Company provides SGI with all reasonable assistance requested by SGI in connection with the defense and/or resolution of any such claim, suit or proceeding, at SGI's expense. Notwithstanding the defense obligation of SGI under this Section 9.5, Company shall have the right, at its own expense, to appoint its own counsel to participate in any claim, suit or proceeding, and SGI shall cooperate with Company and such counsel. If there is a final determination of infringement or misappropriation, SGI shall, at its option, use reasonable efforts to, (i) replace or modify any componentof the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology component of XXXXXX with a functionally equivalent noninfringing component that conforms to the requirements of this Agreement, or (ii) obtain a license for Company to use such Background Technology or SGI's contribution to the Foreground Technology or the Developed TechnologyXXXXXX. Notwithstanding the foregoing, SGI shall have no liability for a claim, suit or proceeding to the extent based on (a) modification of the Background Technology or SGI's contribution lo the Foreground Technology or the Developed Technology XXXXXX by or for Company (other than by SGI), or (b) Company's use of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology XXXXXX with Accessories not supplied by SGI, or (c) Company's use of a version of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology XXXXXX that was not at the time of use the most recent version provided by SGI to Company. For purposes of this Section 9.5, SGI's contributions to the Foreground Technology or the Developed Technology shall include any technology developed by SGI subcontractors. XXXXXX SGI'S LIABILITY UNDER THIS SECTION 9.5 SHALL IN NO EVENT EXCEED THE DEVELOPMENT FEES AND ROYALTIES PAID BY COMPANY TO SGI UNDER THIS AGREEMENTXXXXXX.

SGI INTELLECTUAL PROPERTY INDEMNIFICATION. SGI will defend, indemnify, and hold harmless Company and its Affiliates, directors, officers, employees and agents against any claim, suit or proceeding alleging that the Background Technology or SGI's contributions to the Foreground Technology or the Developed Technology or use thereof infringes or misappropriates any U.S. or OR Japanese copyright, mask work, trade secret, patent or other intellectual property, proprietary or contract rights of any third party and against any damages or liability resulting from such claim, suit suite or proceeding, including, without limitation, reasonable attorneys' fees and other costs and expenses, provided that (i) Company gives SGI notice of the claim, suit or proceeding promptly after commencement thereof (or, if later, promptly after Company learns that such claim, suit or proceeding relates to the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology), (ii) SGI may not settle any claim, suit or proceeding without the prior, written consent of Company which consent shall not be unreasonably withheld, provided that if Company refuses to consent to settlement acceptable to the plaintiff(s) and proposed by SGI to Company, SGI's total liability under this Section 9.5 shall be limited to the amount of the proposed settlement and attorney's fees incurred as of the date of SGI's request for Company's consent, and (iii) Company provides SGI with all reasonable assistance requested by SGI in connection with the defense and/or resolution of any such claim, suit or proceeding, at SGI's expense. Notwithstanding the defense obligation of SGI under this Section 9.5, Company shall have the right, at its own expense, to appoint its own counsel to participate in any claim, suit or proceeding, and SGI shall cooperate with Company and such counsel. If there is a final determination of infringement or misappropriation, SGI shall, at its option, use reasonable efforts to, (i) replace or modify any componentof component of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology with a functionally equivalent noninfringing component that conforms to the requirements of this Agreement, or (ii) obtain a license for Company to use such Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology. Notwithstanding the foregoing, SGI shall have no liability for a claim, suit or proceeding to the extent based on (a) modification of the Background Technology or SGI's contribution lo the Foreground Technology or to the Developed Technology by or for Company (other than by SGI), or (b) Company's use of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology with Accessories not supplied by SGI, or (c) Company's use of a version of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology that was not at the time of use the most recent version provided by SGI to Company. For purposes of this Section 9.5, SGI's contributions to the Foreground Technology or the Developed Technology shall include any technology developed by SGI subcontractors. SGI'S LIABILITY UNDER THIS SECTION 9.5 SHALL IN NO EVENT EXCEED THE DEVELOPMENT FEES AND ROYALTIES PAID BY COMPANY TO SGI UNDER THIS AGREEMENT.. 9.6 COMPANY INTELLECTUAL PROPERTY INDEMNIFICATION. Company will defend, indemnify, and hold harmless SGI and its Affiliates, directors, officers, employees and agents against any claim, suit or proceeding alleging that the Company contributions to the Developed Technology or use thereof infringes or misappropriates any U.S. or Japanese copyright, mask work, trade secret, patent or other intellectual property, proprietary or contract rights of any third party and against any damages or liability resulting from such claim, suite or proceeding, including, without limitation, reasonable attorneys' fees and other costs and expenses, provided that (i) SGI gives Company notice of the claim, suit or proceeding promptly after commencement thereof (or, if later, promptly after SGI learns that such claim, suit or proceeding relates to the Company contributions to the Developed Technology), (ii) SGI gives Company sole authority to defend and/or resolve any such claim, suit or proceeding or the portion thereof relating to the Company contributions to the Developed Technology, and (iii) SGI provides Company with all reasonable assistance requested by Company in connection with the defense and/or resolution of any such claim, suit or proceeding, at Company's expense. Notwithstanding the defense obligation of Company under this Xxxxxxx 0.0, XXX shall have the right, at its own expense, to appoint its own counsel to participate in any claim, suit or proceeding, and Company shall cooperate with SGI and such counsel. Notwithstanding the foregoing, Company shall have no liability for a claim, suit or proceeding to the extent based on (a) modification of the Company contributions to the Developed Technology or (b) SGI's use of the Company contributions to the Developed Technology with equipment or components not supplied by Company. For purposes of this Section 9.6, Company's contributions to the Developed Technology shall include any technology developed by Company subcontractors. COMPANY'S LIABILITY UNDER THIS SECTION 9.6 SHALL IN NO EVENT EXCEED THE DEVELOPMENT FEES AND ROYALTIES PAID BY COMPANY TO SGI UNDER THIS AGREEMENT. 10. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND, (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT OR DATA) WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INABILITY TO USE THE BACKGROUND OR DEVELOPED TECHNOLOGY, OR OTHERWISE. IN NO EVENT SHALL

SGI INTELLECTUAL PROPERTY INDEMNIFICATION. SGI will defend, indemnify, and hold harmless Company and its Affiliates, directors, officers, employees and agents against any claim, suit or proceeding alleging that the Background Technology or SGI's contributions to the Foreground Technology or the Developed Technology or use thereof infringes or misappropriates any U.S. or OR Japanese copyright, mask work, trade secret, patent or other intellectual property, proprietary or contract rights of any third party and against any damages or liability resulting from such claim, suit suite or proceeding, including, without limitation, reasonable attorneys' fees and other costs and expenses, provided that (i) Company gives SGI notice of the claim, suit or proceeding promptly after commencement thereof (or, if later, promptly after Company learns that such claim, suit or proceeding relates to the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology), (ii) SGI may not settle any claim, suit or proceeding without the prior, written consent of Company which consent shall not be unreasonably withheld, provided that if Company refuses to consent to settlement acceptable to the plaintiff(s) and proposed by SGI to Company, SGI's total liability under this Section 9.5 shall be limited to the amount of the proposed settlement and attorney's fees incurred as of the date of SGI's request for Company's consent, and (iii) Company provides SGI with all reasonable assistance requested by SGI in connection with the defense and/or resolution of any such claim, suit or proceeding, at SGI's expense. Notwithstanding the defense obligation of SGI under this Section 9.5, Company shall have the right, at its own expense, to appoint its own counsel to participate in any claim, suit or proceeding, and SGI shall cooperate with Company and such counsel. If there is a final determination of infringement or misappropriation, SGI shall, at its option, use reasonable efforts to, (i) replace or modify any componentof component of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology with a functionally equivalent noninfringing component that conforms to the requirements of this Agreement, or (ii) obtain a license for Company to use such Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology. Notwithstanding the foregoing, SGI shall have no liability for a claim, suit or proceeding to the extent based on (a) modification of the Background Technology or SGI's contribution lo the Foreground Technology or to the Developed Technology by or for Company (other than by SGI), or (b) Company's use of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology with Accessories not supplied by SGI, or (c) Company's use of a version of the Background Technology or SGI's contribution to the Foreground Technology or the Developed Technology that was not at the time of use the most recent version provided by SGI to Company. For purposes of this Section 9.5, SGI's contributions to the Foreground Technology or the Developed Technology shall include any technology developed by SGI subcontractors. SGI'S LIABILITY UNDER THIS SECTION 9.5 SHALL IN NO EVENT EXCEED THE DEVELOPMENT FEES AND ROYALTIES PAID BY COMPANY TO SGI UNDER THIS AGREEMENT.