Common use of Termination for Patent Infringement Clause in Contracts

Termination for Patent Infringement. In the event that: (a) PanAmSat's provision of the Service infringes upon the patents or intellectual property rights of third parties; (b) such infringement exists independent of the combination of the Service with any Customer-Provided Facilities; and (c) as a result, Customer cannot use the Service Transponders without infringing upon the patent or intellectual property rights of third parties, Customer may terminate this Agreement upon thirty (30) days' notice to PanAmSat, unless (i) such infringement ceases to exist within this thirty (30)-day notice period; or (ii) PanAmSat agrees (to the extent that Customer is not protected under the indemnity provided by PanAmSat's Satellite manufacturer) to indemnify and hold harmless Customer from any claim or suit based on such infringement and arising from PanAmSat's continued provision and Customer's continued use of the Service Transponders on and after the date that PanAmSat agrees to so indemnify Customer. In this latter instance, Customer agrees to cooperate with PanAmSat and the Satellite manufacturer, as applicable, in the defense of such claim and specifically agrees, as a condition to this indemnity, to take all steps within its power that are required of it and/or that are necessary for PanAmSat to take in order to receive the benefits of the [***] Filed separately with the Commission pursuant to a request for confidential treatment. Satellite manufacturer's indemnify, in accordance with the relevant provisions of PanAmSat's contract with the Satellite manufacturer.

Termination for Patent Infringement. In the event that: (a) PanAmSat's provision of the Service Buyer's Transponders infringes upon the patents or intellectual property rights of third parties; (b) such infringement exists independent of the combination of the Service Buyer's Transponders with any CustomerBuyer-Provided Facilities; and (c) as a result, Customer Buyer cannot use the Service Buyer's Transponders without infringing upon the patent or intellectual property rights of third parties, Customer Buyer may terminate this Agreement as to the affected Satellite upon thirty (30) days' notice to PanAmSat, unless (i) such infringement ceases to exist within this thirty (30)-day notice period; or (ii) PanAmSat agrees (to the extent that Customer Buyer is not protected under the indemnity provided by PanAmSat's Satellite manufacturer) to indemnify and hold harmless Customer Buyer from any claim or suit based on such infringement and arising from PanAmSat's continued provision and CustomerBuyer's continued use of the Service Buyer's Transponders on and after the date that PanAmSat agrees to so indemnify CustomerBuyer. In this latter instance, Customer Buyer agrees to cooperate with PanAmSat and the Satellite manufacturer, as applicable, in the defense of such claim and specifically agrees, as a condition to this indemnity, to take all steps within its power that are required of it and/or that are necessary for PanAmSat to take in order to receive the benefits of the [***] Filed separately with the Commission pursuant to a request for confidential treatment. Satellite manufacturer's indemnify, in accordance with the relevant provisions of PanAmSat's contract with the Satellite manufacturer.