Common use of PATENT AND COPYRIGHT INDEMNIFICATION Clause in Contracts

PATENT AND COPYRIGHT INDEMNIFICATION. a. Motorola agrees to defend, at its expense, any suits against Distributor and third parties purchasing Motorola products from Distributor based upon a claim that any Products furnished hereunder directly infringes a patent or copyright legally recognized and enforceable within the Territory. Subject to the conditions and limitations of liability stated in this Agreement, Motorola shall pay costs and damages finally awarded in any such suit, provided that Motorola is notified promptly in writing of the suit and at Motorola's request and at its expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any Product(s) furnished hereunder is enjoined as a result of such suit, Motorola at its option and at no expense to Distributor, shall obtain for Distributor the right to use or sell said product(s) or shall substitute an equivalent product reasonably acceptable to Distributor and extend this indemnity thereto or shall accept the return of the Product(s) and reimburse Distributor the purchase price therefore, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any products furnished by Motorola or by the combination of any Products(s) furnished by Motorola and other elements nor does it extend to any products(s) of Distributor's design or formula. The foregoing states the entire liability of Motorola for patent or copyright infringement. b. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, TRADEMARKS OR COPYRIGHTS.

PATENT AND COPYRIGHT INDEMNIFICATION. a. (a) Motorola agrees to defend, at its expense, any suits against Distributor and third parties purchasing Motorola products from Distributor Buyer based upon a claim that any Products Product(s) furnished hereunder directly infringes a U.S. patent or copyright legally recognized and enforceable within the Territory. Subject to the conditions and limitations of liability stated in this Agreement, Motorola shall pay costs and damages finally awarded in any such suit, provided that Motorola is notified promptly in writing of the suit and at Motorola's request and at its expense is given control of said suit and all requested assistance for defense of same. If the use or sale of Buyer agrees that if any Product(s) furnished hereunder becomes or in Motorola's opinion is likely to be the subject of such a claim or is enjoined as a result of such suit, Buyer will permit Motorola at its option and at no expense to DistributorBuyer, shall (i) to obtain for Distributor Buyer the right to use or sell said product(sProduct(s); or (ii) or shall to substitute an equivalent product reasonably acceptable to Distributor Buyer and extend this indemnity thereto thereto; or shall (iii) if neither of the foregoing options are available on terms which are reasonable in Motorola's judgment, Motorola will accept the return of the Product(s) and reimburse Distributor Buyer the purchase price thereforetherefor, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any products Product(s) furnished by Motorola or by the combination combination, operation or use of any Products(s) furnished by Motorola and with other elements nor does it extend to any products(s) of DistributorBuyer's design own design, specification or formula. The foregoing states the entire liability of Motorola for patent or copyright infringement. b. . (b). IN NO EVENT SHALL WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, TRADEMARKS OR COPYRIGHTS.

PATENT AND COPYRIGHT INDEMNIFICATION. a. Motorola agrees to defend, at indemnify, and hold harmless MSD, its expenseaffiliates, and their respective officers, directors, employees, agents, and other representatives from and against any suits third party judgments, losses, damages, liabilities, costs or expenses (including, but not limited to, reasonable attorneys' fees and legal expenses) against Distributor and third parties purchasing Motorola products from Master Services Distributor based upon a claim that any Products Product furnished hereunder by Motorola directly infringes a valid patent or copyright legally recognized and enforceable within in the Territory. Subject , and to the conditions and limitations of liability stated in this Agreement, Motorola shall pay costs and damages finally awarded based upon such claim in any such suit, provided that Motorola is is: (i) promptly notified promptly by Master Services Distributor in writing as soon as reasonably practicable after Master Services Distributor first becomes aware of the suit claim of infringement or misappropriation, but in no event later than fifteen (15) days from the date on which Master Services Distributor first received notice of such claim; and (ii) at Motorola's request and at its expense is given sole control of said the suit and all requested assistance for defense of same. Motorola shall not be liable for any settlement made without Motorola's written consent. If the use or sale of any Product(s) Product furnished hereunder under this Agreement is enjoined as a result of such suit, Motorola at its sole option and at no expense to Master Services Distributor, shall will: (i) obtain for Master Services Distributor the right to use or sell said product(ssuch Products; (ii) or shall substitute an equivalent product reasonably acceptable to Master Services Distributor and extend this indemnity thereto or shall thereto, or; (iii) accept the return of the Product(s) Products and reimburse Master Services Distributor the purchase price therefore, less a reasonable charge for reasonable wear and tearprior use, if any. If the infringement is alleged prior to completion of delivery of the Products, Motorola shall have the right to decline to make further shipments without being in breach of this Agreement. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any products arising from Products furnished by Motorola that are: (i) altered in any way by Master Services Distributor or by any third party if the combination of alleged infringement would not have occurred but for such alteration; (ii) combined with any Products(s) other products or elements not furnished by Motorola and other elements nor does it extend to any products(sMotorola; or (iii) of designed and/or manufactured in accordance with Master Services Distributor's design designs, specifications, or formulainstructions. In no event shall Motorola's liability resulting from its indemnity obligation to Master Services Distributor extend in any way to royalties payable based on a per use basis, or subscriber revenues derived by Master Services Distributor there from, or any royalty basis. The foregoing states indemnity provided in this section is the sole, exclusive, and entire liability of Motorola and the remedies provided in this section shall be Master Services Distributor's exclusive remedies against Motorola for patent or copyright infringement, whether direct or contributory, and is provided in lieu of all warranties, express, implied or statutory in regard thereto, including, without limitation, the warranty against infringement specified in the Uniform Commercial Code. b. NOTWITHSTANDING THE ABOVE INDEMNITY, IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, TRADEMARKS OR COPYRIGHTS.

PATENT AND COPYRIGHT INDEMNIFICATION. a. Motorola agrees to defend, at its expense, any suits against Distributor and third parties purchasing Motorola products from Distributor Buyer based upon a claim that any Products Motorola manufactured products furnished hereunder directly infringes infringe a U.S. patent or copyright legally recognized and enforceable within the Territory. Subject to the conditions and limitations of liability stated in this Agreement, Motorola shall pay costs and damages finally awarded in any such suit, provided that Motorola is notified promptly in writing of the suit and at Motorola's request and at its expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any Product(ssuch product(s) furnished hereunder is enjoined as a result of such suit, Motorola Motorola, at its option and at no expense to DistributorBuyer, shall obtain for Distributor Buyer the right to use or sell said such product(s) or shall substitute an equivalent product reasonably acceptable to Distributor Buyer and extend this indemnity thereto or shall accept the return of the Product(ssuch product(s) and reimburse Distributor Buyer the purchase price therefore, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any products furnished by Motorola or by the combination of any Products(ssuch product(s) furnished by Motorola hereunder and other elements nor does it extend to any products(ssuch product(s) of DistributorBuyer's design or formula. The foregoing states the entire liability of Motorola for patent or copyright infringement. b. . IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, TRADEMARKS PATENTS OR COPYRIGHTS. COPYRIGHTS AND MASK WORKS. Motorola mask works and other works of authorship may be used in and redistributed only with the Products associated with same. No other use, including without limitation reproduction, modification or disassembly of such Motorola mask works or other works of authorship is permitted.

PATENT AND COPYRIGHT INDEMNIFICATION. a. Motorola agrees to defend, defend at its expense, any suits against Distributor and third parties purchasing Motorola products from Distributor based upon a claim that any Products Product furnished hereunder by Motorola directly infringes a valid U.S. patent or copyright legally recognized or misappropriates a trade secret and enforceable within the Territory. Subject to the conditions and limitations of liability stated in this Agreement, Motorola shall pay costs and damages finally awarded based upon such claim in any such suit, provided that Motorola is is: (i) promptly notified promptly by Distributor in writing as soon as reasonably practicable after Distributor first becomes aware of the suit claim of infringement or misappropriation, but in no event later than 15 days from the date on which Distributor first received notice of such claim ( provided that Distributor's failure to timely notify Motorola of any such claim shall not excuse Motorola from its obligation to indemnify Distributor hereunder unless such delay has caused Motorola to suffer specific and irreparable prejudice); and (ii) at Motorola's request and at its expense is given sole control of said the suit and all requested assistance for defense of same. Motorola shall not be liable for any settlement made without its written consent. Motorola may settle such suit without the written consent of Distributor if, and only if, such settlement will not result in any cost or expense to Distributor and will not result in judgment of any sort being entered against Distributor. If the use or sale of any Product(s) Product furnished hereunder under this Agreement is enjoined as a result of such suit, Motorola at its option and at no expense to Distributor, shall will: (i) obtain for Distributor the right to use or sell said product(ssuch Products; (ii) or shall substitute an equivalent product reasonably acceptable to Distributor and extend this indemnity thereto or shall thereto, or: (iii) accept the return of the Product(s) Products and reimburse Distributor the purchase price therefore, less a reasonable charge for reasonable wear and tearprior use, if any. If the infringement is alleged prior to completion of delivery of the Products, Motorola shall have the right to decline to make further shipments without being in breach of contract. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any products arising from Products furnished by Motorola that are: (i) altered in any way by Distributor or by any third party if the combination of alleged infringement would not have occurred but for such alteration; (ii) combined with any Products(s) other products or elements not furnished by Motorola and other elements nor does it extend to any products(sif the alleged infringement would not have occurred but for such combination; or (iii) of designed and/or manufactured in accordance with Distributor's design designs, specifications, or formulainstructions if the alleged infringement would not have occurred but for such designs, specifications, or instructions. In no event shall Motorola's liability resulting from its indemnity obligation to Distributor extend in any way to royalties payable based on a per use basis, or subscriber revenues derived by Distributor therefrom, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Distributor from sales or license of the infringing Product. The foregoing states indemnity provided in this section is the sole, exclusive, and entire liability of Motorola and the remedies provided in this section shall be Distributor's exclusive remedies against Motorola for patent copyright infringement or copyright infringementtrade secret misappropriation,, whether direct or contributory and is provided in lieu of all warranties, express, implied or statutory in regard thereto, including, without limitation, the warranty against infringement specified in the Uniform Commercial Code. b. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTSIn no event shall Motorola be liable for incidental or consequential damages arising from infringement or alleged infringement of patents, TRADEMARKS OR COPYRIGHTStrademarks or copyrights.

PATENT AND COPYRIGHT INDEMNIFICATION. a. Motorola agrees to defend, at its ------------------------------------ expense, any suits against Distributor and third parties purchasing Motorola products from Distributor Buyer based upon a claim that any Products Product(s) furnished hereunder by Motorola directly infringes a valid U.S. patent or copyright legally recognized or misappropriates a trade secret and enforceable within the Territory. Subject to the conditions and limitations of liability stated in this Agreement, Motorola shall pay costs and damages finally awarded based upon such claim in any such suit, provided that Motorola is is: (1) promptly notified promptly by Buyer in writing as soon as reasonably practicable after Buyer first became aware of the suit claim of infringement or misappropriation, but in no event later than within 15 days of the date on which Buyer first received notice of such claim; and (2) at Motorola's request and at its expense is given sole control of said the suit and all reasonably requested assistance for defense of same. Motorola shall not be liable for any settlement made Without its written consent. If the use or sale of any Product(s) furnished hereunder under this Agreement is enjoined as a result of such suit, Motorola at its option and at no expense to DistributorBuyer, shall will: (1) obtain for Distributor Buyer the right to use or sell said product(ssuch Product(s); (2) or shall substitute an equivalent product reasonably reason ably acceptable to Distributor Buyer and extend this indemnity thereto thereto, or shall (3) accept the return of the Product(s) and reimburse Distributor Buyer the purchase price therefore, less a reasonable charge for reasonable wear and tearprior use, if any, of the Product(s). If the infringement is alleged prior to completion of delivery of the Product(s), Motorola shall have the right to decline to make further shipments without being in breach of contract; provided, however, that the number of Products subject to the halted shipments shall count towards the fulfillment of Buyer's Volume Commitment. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any products furnished by Motorola or by the combination of any Products(sarising from Product(s) furnished by Motorola and that are: (1) altered in any way by Buyer or any third party if the alleged infringement would not have occurred but for such alteration; (2) combined with any other products or elements nor does it extend to not furnished by Motorola if the alleged infringement would not have occurred but for such combination; or (3) designed and/or manufactured in accordance with Buyer's designs, specifications, or instructions if the alleged infringement would not have occurred but for such designs, specifications, or instructions. In no event shall Motorola indemnify Buyer or be liable in any products(s) way for royalties payable based on a per use basis, or subscriber revenues derived by Buyer there from, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Buyer from sales or license of Distributor's design or formulathe infringing Product(s). The foregoing states the entire liability of Motorola for patent or copyright infringement. b. THE INDEMNITY PROVIDED IN NO EVENT THIS SECTION IS THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF MOTOROLA AND THE REMEDIES PROVIDED IN THIS SECTION SHALL BE BUYER'S EXCLUSIVE REMEDIES AGAINST MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM PATENT, COPYRIGHT INFRINGEMENT OR ALLEGED TRADE SECRET MISAPPROPRIATION, WHETHER DIRECT OR CONTRIBUTORY, AND IS PROVIDED IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN REGARD THERETO, INCLUDING, WITHOUT LIMITATION, THE WARRANTY AGAINST INFRINGEMENT OF PATENTS, TRADEMARKS OR COPYRIGHTSSPECIFIED IN THE UNIFORM COMMERCIAL CODE.

PATENT AND COPYRIGHT INDEMNIFICATION. a. Motorola agrees to defend, at its expense, any suits against Exclusive Master Services Distributor and third parties purchasing Motorola products from Exclusive Master Services Distributor based upon a claim that any Products furnished hereunder directly infringes a patent or copyright legally recognized and enforceable within the Territory. Subject to the conditions and limitations of liability stated in this Agreement, Motorola shall pay costs and damages finally awarded in any such suit, provided that Motorola is notified promptly in writing of the suit and at Motorola's request and at its Motorola's expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any Product(s) furnished hereunder is enjoined as a result of such suit, Motorola at its option and at no expense to Exclusive Master Services Distributor, shall obtain for Exclusive Master Services Distributor the right to use or sell said product(s) or shall substitute an equivalent product reasonably acceptable to Exclusive Master Services MOTOROLA CONFIDENTIAL PROPRIETARY [***] Denotes Confidential Treatment Requested Distribution Agreement BrightStar Corp. 11/20/2002 Page 8 Distributor and extend this indemnity thereto or shall accept the return of the Product(s) and reimburse Exclusive Master Services Distributor the purchase price therefore, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any products furnished by Motorola or by the combination of any Products(s) furnished by Motorola and other elements nor does it extend to any products(s) of Exclusive Master Services Distributor's design or formula. The foregoing states the entire liability of Motorola for patent or copyright infringement. b. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, TRADEMARKS OR COPYRIGHTS.