INDEMNIFICATION AGREEMENT
This Agreement, effective as of the first date below written, is made by
and between PACESETTER, INC., a St. Jude Medical Company, d.b.a. St. Jude
Medical Cardiac Rhythm Management Division, 00000 Xxxxxx Xxxx Xxxxx, Xxxxxx,
Xxxxxxxxxx 00000-0000 (hereinafter referred to as "CRMD") and NVE CORPORATION,
00000 Xxxxxx Xxxx Xxxx, Xxxx Xxxxxxx, Xxxxxxxxx 00000 (hereinafter referred to
as "VENDOR").
1. CRMD will indemnify, defend, and hold harmless VENDOR and its officers,
directors, employees, agents, and contractors from and against any and all
losses, claims, damages, liabilities, and expenses (including reasonable
attorneys fees) arising out of or based upon CRMD's incorporation of a Giant
Magnetoresistive Sensor Component designed and/or manufactured by VENDOR to be
used as part of CRMD's Cardiac Pacemakers, Defibrillators, Electrodes, Leads,
and Programmers, and Components Therefor. VENDOR shall give CRMD written notice
of any such claim within fifteen (15) days and shall cooperate in the defense
of such claim at CRMD's expense. Further, VENDOR agrees that CRMD shall have
sole control over the defense or settlement of any such claim, action or
proceeding, including, but not limited to, the right to select defense counsel,
and that neither it nor its officers, directors, employees, agents, or
contractors shall enter into any agreement with respect to such claim, action
or proceeding for which indemnification is or may be sought without receipt of
CRMD's prior written approval.
2. CRMD's obligations hereunder do not extend to claims arising as a direct
result of the willful misconduct of VENDOR, its employees, representatives, or
subcontractors.
3. VENDOR expressly warrants that the goods quoted and delivered to CRMD
will be free from defects in material and workmanship. Upon receipt of the
goods quoted and delivered to CRMD, the goods will be inspected by CRMD. If the
goods are not inspected or are accepted after such inspection, the goods will
be considered free from defects both in connection with any warranty claim or
in connection with any claim included in the obligations of CRMD in paragraph 1
of this agreement. Notwithstanding any of the foregoing or anything expressly
described in any purchase orders, the liability of VENDOR for breach of this
express warranty shall be limited to the repair or replacement of defective
parts.
4. This Agreement sets forth the entire Agreement of the parties relating
to the subject matter. No modification of or an amendment to this Agreement,
nor any waiver of any rights under this Agreement, shall be effective unless in
writing signed by the party to be charged.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first below written.
PACESETTER, INC, d.b.a., NVE CORPORATION
St. Jude Medical
Cardiac Rhythm Management Division
By: /s/ Xxxx Chateau By: /s/ Xxxxxx X. Xxxxx
-------------------------- --------------------------
Xxxx Chateau Xxxxxx X. Xxxxx, Ph.D.
Title: Vice President Supply Chain Title: President and CEO
--------------------------- -----------------------
Date: Sept. 26, 2005 Date: Sept. 23, 2005
-------------- --------------
