Common use of PATENT AND COPYRIGHT INDEMNITY Clause in Contracts

PATENT AND COPYRIGHT INDEMNITY. a. If notified promptly in writing of any action (and all prior claims relating to such action) brought against BTI based on a claim that any of the Products supplied to BTI infringes a patent, copyright or trademark, Excel shall defend such action at its sole expense and pay any costs or damages finally awarded in such action which are attributable to such claim; provided that Excel shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, Excel's obligation to defend as stated therein shall not be excused in the event that BTI engages its own counsel at its own expense, to assist BTI in determining the relevant issues in, and the merits of, said claims and to provide general advice with respect to such claims. If an injunction is obtained against BTI's use of any of the Products by reason of infringement of a patent, copyright or trademark, or if in Excel's opinion any of the Products hereunder is likely to become the subject of a successful claim of infringement of a patent, copyright or trademark, Excel shall, at its option and expense, either procure for BTI the right to continue using such Product or replace or modify the same so that it becomes noninfringing or if neither of the foregoing alternatives are possible, grant BTI a credit for such Product (as depreciated in the case of equipment over four (4) years) and accept its return. b. Notwithstanding the foregoing, Excel shall not have any liability to BTI under the foregoing provision if such infringement or claim is based upon. 1. the use of any of the Products in combination with other equipment or software which is not furnished by Excel where the Products would not, by themselves, be infringing. c. If notified promptly in writing of any action (and all prior claims relating to such action) brought against Excel based on a claim that any of the Products that were Manufactured or supplied by Excel in Compliance with BTI'S written designs, specifications or instructions, or any designs, specifications or instructions relayed to Excel orally by BTI which are confirmed by Excel in writing to BTI, ("BTI designed Products") infringes a patent, copyright or trademark, then BTI shall defend such action at its sole expense and pay costs or damages finally awarded in such action which are attributable to such claim, provided however, that BTI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, BTI'S obligation to defend as stated therein shall not be excused in the event that Excel engages its own counsel at its own expense to assist Excel in determining the relevant issues in, and merits of, said claims and to provide general advice with respect to said claims. d. Notwithstanding the foregoing provisions of Section 12.c. above, BTI shall not have any liability to Excel if such infringement or claim is based upon: 1. The use of any of the BTI Designed Products in combination with other equipment or software which is manufactured or supplied by Excel and is not in compliance with BTI'S written designs, specifications or instructions and/or where BTI Designed Products would not, by themselves, be infringing. e. In no event shall either party's total liability to the other party under section 12.a. or 12.c. respectively exceed two (2) times the aggregate sum paid to EXCEL by BTI for the allegedly infringing Products or Programs. f. The foregoing provision state the entire liability of Excel and BTI with respect to infringement of patents, trademarks or copyrights by any of the Products or any part thereof or their operation.

PATENT AND COPYRIGHT INDEMNITY. a. If notified promptly A. Seller warrants that the Standard Products (defined as products sold by Seller to Buyer based entirely on Seller’s specifications) furnished under this Agreement shall be free and clear of infringement in writing the U.S. of any action (and all prior claims relating to patent or copyright covering the structure or composition of such action) brought against BTI based on articles. In the event of a claim claim, determined by a court of competent jurisdiction, for such infringement, provided that any Buyer gives Seller notice promptly of the Products supplied to BTI infringes a patent, copyright or trademark, Excel shall defend such action at its sole expense and pay any costs or damages finally awarded in such action which are attributable to such claim; provided that Excel , suit or action, and shall have sole given Seller full and exclusive control of the defense thereof, and that Seller shall have sole right to settle or compromise such claim, suit or action. Should Buyer be enjoined from any Seller Standard Product, the sole liability of Seller with respect to prohibited use shall be to accept the return of such Standard Products and give Buyer a credit prorated on the reasonable commercial life of same. B. In the event of a claim, suit or action against Seller alleging infringement by the use of any such action equipment or documentation, furnished under this Agreement, in combination with other articles or in carrying out any process covered by a patent owned or controlled by any other person, in which independent use of the equipment under this Agreement would not be an infringement, Buyer shall save Seller harmless from liability, as finally determined by a court of competent jurisdiction, for such infringement, provided that Seller shall have given Buyer full and all negotiations for its exclusive control of the defense thereof, and that Buyer shall have the sole right to settle claim, suit or action; provided, however, that Buyer shall obtain the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed) before entering into any settlement of, consenting to the entry of any judgment with respect to or ceasing to defend such claim if (i) pursuant to or as a result of such settlement, consent or cessation, injunctive or other equitable relief would be imposed against the Seller, a finding or admission of any violation of law would be made by Seller, or such settlement, consent or cessation could otherwise reasonably be expected to interfere with or adversely affect the business, operations or assets of the Seller; (ii) such settlement or compromise. Notwithstanding the provisions of the previous sentence, Excel's obligation to defend as stated therein shall judgment does not be excused in the event that BTI engages its own counsel at its own expense, to assist BTI in determining the relevant issues in, expressly and the merits of, said claims unconditionally release Seller from all liabilities and to provide general advice obligations with respect to such claims. If an injunction claim or (iii) Seller is obtained against BTI's use required to pay any amount in connection with such settlement or judgment. C. Except as herein provided in this indemnity paragraph, neither Buyer nor Seller makes any warranty to the other with respect to any claim, suit, or action of any of the Products third party by reason way of infringement of and neither party shall be responsible to the other for any loss, cost or damages consequential or otherwise, that may be suffered by the other as a patent, copyright or trademark, or if in Excel's opinion any of the Products hereunder is likely to become the subject of a successful claim of infringement of a patent, copyright or trademark, Excel shall, at its option and expense, either procure for BTI the right to continue using such Product or replace or modify the same so that it becomes noninfringing or if neither of the foregoing alternatives are possible, grant BTI a credit for such Product (as depreciated in the case of equipment over four (4) years) and accept its return. b. Notwithstanding the foregoing, Excel shall not have any liability to BTI under the foregoing provision if such infringement or claim is based upon. 1. the use result of any of the Products in combination with other equipment or software which is not furnished by Excel where the Products would not, by themselves, be infringing. c. If notified promptly in writing of any action (and all prior claims relating to such action) brought against Excel based on a claim that any of the Products that were Manufactured or supplied by Excel in Compliance with BTI'S written designs, specifications or instructions, or any designs, specifications or instructions relayed to Excel orally by BTI which are confirmed by Excel in writing to BTI, ("BTI designed Products") infringes a patent, copyright or trademark, then BTI shall defend such action at its sole expense and pay costs or damages finally awarded in such action which are attributable to such claim, provided howeversuit, that BTI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, BTI'S obligation to defend as stated therein shall not be excused in the event that Excel engages its own counsel at its own expense to assist Excel in determining the relevant issues in, and merits of, said claims and to provide general advice with respect to said claimsaction. d. Notwithstanding the foregoing provisions of Section 12.c. above, BTI shall not have any liability to Excel if such infringement or claim is based upon: 1. The use of any of the BTI Designed Products in combination with other equipment or software which is manufactured or supplied by Excel and is not in compliance with BTI'S written designs, specifications or instructions and/or where BTI Designed Products would not, by themselves, be infringing. e. In no event shall either party's total liability to the other party under section 12.a. or 12.c. respectively exceed two (2) times the aggregate sum paid to EXCEL by BTI for the allegedly infringing Products or Programs. f. The foregoing provision state the entire liability of Excel and BTI with respect to infringement of patents, trademarks or copyrights by any of the Products or any part thereof or their operation.

PATENT AND COPYRIGHT INDEMNITY. a. If Telenetics warrants that the use of the Products and documentation furnished to ▇▇▇▇▇▇▇ Electric shall be free and clear of infringement of and United States patent or registered copyright covering the structure of such articles or documentation. In the event of a claim, suit or action against ▇▇▇▇▇▇▇ Electric alleging such infringement, Telenetics shall defend and save ▇▇▇▇▇▇▇ Electric harmless from liability, as finally determined by a court of competent jurisdiction, for such infringement, provided that ▇▇▇▇▇▇▇ Electric shall have made timely payment of all amounts due for the article involved in the claim, suit or action, that ▇▇▇▇▇▇▇ Electric shall have notified Telenetics promptly in writing of any action (and all prior claims relating to such action) brought against BTI based on a claim that any of the Products supplied to BTI infringes a patent, copyright or trademark, Excel shall defend such action at its sole expense and pay any costs or damages finally awarded in such action which are attributable to such claim; provided , suit or action, that Excel ▇▇▇▇▇▇▇ Electric shall have sole given Telenetics all proper information and assistance requested by Telenetics and full and exclusive control of the defense of any thereof, and that Telenetics shall have the sole right to settle or compromise such action and all negotiations for its settlement claim, suit or compromiseaction. Notwithstanding the provisions of the previous sentence, Excel's obligation to defend as stated therein shall not be excused in In the event that BTI engages its own counsel at its own expense, to assist BTI in determining the relevant issues in, and the merits of, said claims and to provide general advice with respect to such claims. If an a final injunction is obtained in such action against BTI's the use of any of the Products or any part thereof by reason of infringement of a patentUnited States patent or otherwise within the scope of this Paragraph, copyright or trademark, or if in Excel's opinion any of the Products hereunder is likely to become the subject of a successful claim of infringement of a patent, copyright or trademark, Excel shallTelenetics will, at its option and either: (a) Procure for ▇▇▇▇▇▇▇ Electric, at Telenetics' expense, either procure for BTI the right to continue using such Product or replace the Products; (b) Replace or modify the same so that it becomes noninfringing or if neither shall be non-infringing; or (c) Direct ▇▇▇▇▇▇▇ Electric to return such Products to Telenetics, and refund to ▇▇▇▇▇▇▇ Electric the purchase price originally paid less a use credit equal to the depreciation of the foregoing alternatives are possibleinstalled units based on a 10-year straight lined depreciation method. in addition to the above purchase price rebate, grant BTI a credit less use fee, Telenetics shall be liable for such Product all in and out and shipping fees arising out of above said injunction. Telenetics shall only resort to option (as depreciated in c) after having exerted reasonable effort to remedy the case situation by first utilizing option (a) or (b). Telenetics has no liability for any claim, suit or action pursuant to this Paragraph based upon or arising out of equipment over four (4) years) and accept its return. b. Notwithstanding the foregoingcombination, Excel shall not have any liability to BTI under the foregoing provision if such infringement operation or claim is based upon. 1. the use of any of the Products in combination with other equipment Products or software which is items not furnished by Excel where the Products would not, by themselves, be infringing. c. If notified promptly in writing of any action (Telenetics. The foregoing states Telenetics' entire liability and all prior claims relating to such action) brought against Excel based on a claim that any of the Products that were Manufactured or supplied by Excel in Compliance with BTI'S written designs, specifications or instructions, or any designs, specifications or instructions relayed to Excel orally by BTI which are confirmed by Excel in writing to BTI, ("BTI designed Products") infringes a patent, copyright or trademark, then BTI shall defend such action at its sole expense obligations and pay costs or damages finally awarded in such action which are attributable to such claim, provided however, that BTI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, BTI'S obligation to defend as stated therein shall not be excused in the event that Excel engages its own counsel at its own expense to assist Excel in determining the relevant issues in, and merits of, said claims and to provide general advice ▇▇▇▇▇▇▇ Electric's exclusive remedy with respect to said claims. d. Notwithstanding the foregoing provisions of Section 12.c. aboveany claim, BTI shall not have any liability to Excel if such suit or action alleging infringement or claim is based upon: 1. The use of any of the BTI Designed Products in combination with other equipment or software which is manufactured or supplied by Excel and is not in compliance with BTI'S written designs, specifications or instructions and/or where BTI Designed Products would not, by themselves, be infringingintellectual property rights. e. In no event shall either party's total liability to the other party under section 12.a. or 12.c. respectively exceed two (2) times the aggregate sum paid to EXCEL by BTI for the allegedly infringing Products or Programs. f. The foregoing provision state the entire liability of Excel and BTI with respect to infringement of patents, trademarks or copyrights by any of the Products or any part thereof or their operation.

PATENT AND COPYRIGHT INDEMNITY. a. If notified promptly in writing of any action (and all prior claims relating to such action) brought against BTI the Customer based on a claim that any the current, unaltered release of the Products supplied to BTI the Customer infringes a patent, copyright copyright, trade secret or trademarkother intellectual property right, Excel SDI shall defend such action at its sole expense and pay any costs (including reasonable attorney's fees) or damages finally awarded in such action which that are attributable to such claim; , provided that Excel SDI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, Excel's obligation to defend as stated therein shall not be excused in the event that BTI engages its own counsel at its own expense, to assist BTI in determining the relevant issues in, and the merits of, said claims and to provide general advice with respect to such claims. If an a final injunction is obtained against BTIthe Customer's use of any of the Products by reason of infringement of a patent, copyright or trademarksuch infringement, or if in ExcelSDI's opinion any of the Products supplied to the Customer hereunder is likely to become the subject of a successful claim of infringement of a patentinfringement, copyright or trademark, Excel SDI shall, at its option and expense, either procure for BTI the Customer the right to continue using such Product or Products, replace or modify the same so that it becomes noninfringing non-infringing, or if neither of grant the foregoing alternatives are possible, grant BTI Customer a credit prorated refund (depreciated on a straight-line five (5) year basis) for such Product (as depreciated in the case of equipment over four (4) years) Products and accept its return. b. . Notwithstanding the foregoing, Excel SDI shall not have any liability to BTI the Customer under this Section 6 if the foregoing provision if such infringement or claim is based upon. 1. upon (i) the use of any of the Products in combination with other equipment or software which that is not furnished by Excel where SDI if such claim would have been avoided were it not for such combination, or (ii) Products that have been modified or altered by the Products would notCustomer. The Customer shall indemnify and hold SDI harmless against any expense, by themselves, be infringing. c. If notified promptly in writing judgment or loss for infringement of any action (and all prior claims relating to such action) brought against Excel based on patents, copyrights, trademarks or other intellectual property rights as a claim that any result of SDI's compliance with the Products that were Manufactured or supplied by Excel in Compliance with BTI'S written Customer's designs, specifications or instructions, . No cost or any designs, specifications or instructions relayed to Excel orally by BTI which are confirmed by Excel in writing to BTI, ("BTI designed Products") infringes a patent, copyright or trademark, then BTI expenses shall defend such action at its sole expense and pay costs or damages finally awarded in such action which are attributable to such claim, provided however, that BTI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, BTI'S obligation to defend as stated therein shall not be excused in the event that Excel engages its own counsel at its own expense to assist Excel in determining the relevant issues in, and merits of, said claims and to provide general advice with respect to said claims. d. Notwithstanding the foregoing provisions of Section 12.c. above, BTI shall not have any liability to Excel if such infringement or claim is based upon: 1. The use of any of the BTI Designed Products in combination with other equipment or software which is manufactured or supplied by Excel and is not in compliance with BTI'S written designs, specifications or instructions and/or where BTI Designed Products would not, by themselves, be infringing. e. In no event shall either party's total liability to the other party under section 12.a. or 12.c. respectively exceed two (2) times the aggregate sum paid to EXCEL by BTI incurred for the allegedly infringing Products or Programsaccount of SDI without the prior written consent of SDI. THE FOREGOING STATES THE ENTIRE LIABILITY OF SDI WITH RESPECT TO INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADE SECRETS OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS BY ANY OF THE PRODUCTS OR ANY PART THEREOF OR THEIR OPERATION. f. The foregoing provision state the entire liability of Excel and BTI with respect to infringement of patents, trademarks or copyrights by any of the Products or any part thereof or their operation.

PATENT AND COPYRIGHT INDEMNITY. a. If notified promptly A. Seller agrees to resist or defend at its own expense any request for royalty payments or any claim for equitable relief or damages against Buyer based on an allegation that the manufacture of any Seller equipment or the use, lease, or sale thereof or that any documentation infringes any United States or Argentinian patent or copyright, and to pay any royalties and other costs related to the settlement of such request and to pay the costs and damages, including attorney's fees, finally awarded as the result of any suit based on such claim, provided that Seller is given prompt written notice of such request or claim by Buyer and given authority and such reasonable assistance and information as Seller requests in writing of any action (and all prior claims relating as it is available to Buyer for resisting such action) brought against BTI based on a claim that any of the Products supplied to BTI infringes a patent, copyright request or trademark, Excel shall defend such action at its sole expense and pay any costs or damages finally awarded in such action which are attributable to such claim; provided that Excel shall have sole control of for the defense of such claim. B. In the event that, as a result of any such action and all negotiations for its settlement or compromise. Notwithstanding suit (i) prior to delivery, the provisions of the previous sentence, Excel's obligation to defend as stated therein shall not be excused in the event that BTI engages its own counsel at its own expense, to assist BTI in determining the relevant issues in, and the merits of, said claims and to provide general advice with respect to such claims. If an injunction is obtained against BTI's use manufacture of any of the Products item supplied by reason of infringement of a patent, copyright or trademarkSeller hereunder is enjoined, or if in Excel's opinion any of after delivery, the Products hereunder use, lease or sale thereof is likely to become the subject of a successful claim of infringement of a patent, copyright or trademark, Excel shallenjoined. Seller will, at its option and expense, either procure for BTI the right to continue using such Product (a) negotiate a license or replace or modify the same other agreement with plaintiff so that such item is no longer infringing, (b) modify such item suitably or substitute a suitable item therefore, which modified or substituted item is not subject to such injunction, and to extend the provisions of this Article thereto, or, if (a) or (b) cannot be effected by Seller's reasonable and diligent efforts, (c) repurchase enjoined items at their then current value on Buyer's books, and (d) compensate Buyer for the direct and proximate damages suffered by it becomes noninfringing or if neither as a consequence of the foregoing alternatives are possible, grant BTI a credit for such Product (as depreciated in the case of equipment over four (4) years) and accept its returnthat injunction. b. C. Notwithstanding the foregoingabove, Excel shall Seller will not have be liable for any liability to BTI under the foregoing provision if such infringement damages or claim is based upon. 1. the costs resulting from claims (i) that Seller's compliance with Buyer's designs, specifications, or instructions, (ii) that use of any of the Products item provided by Seller in combination with products not supplied by Seller, or (iii) that a manufacturing or other equipment process carried out by or software which is through Buyer and utilizing any item provided by Seller constitutes either direct or contributory infringement of any United States patent (such claims being collectively referred to herein as "Other Claims"). Buyer will indemnify Seller from any and all damages and costs (including settlement costs) finally awarded or agreed upon for infringement of any United States patent or copyright in any suit resulting from Other Claims, and from reasonable expenses incurred by Seller in defense of such suit if Buyer does not furnished by Excel where undertake the Products would not, by themselves, be infringingdefense thereof. c. If notified promptly D. In no event will Seller or Buyer be liable for damages hereunder in writing excess of the contract price or for consequential damages or costs. This indemnity is in lieu of any action (and all prior claims relating to such action) brought against Excel based on a claim that any of the Products that were Manufactured other indemnity or supplied by Excel in Compliance with BTI'S written designswarranty, specifications express or instructionsimplied, or any designs, specifications or instructions relayed to Excel orally by BTI which are confirmed by Excel in writing to BTI, ("BTI designed Products") infringes a patent, copyright or trademark, then BTI shall defend such action at its sole expense and pay costs or damages finally awarded in such action which are attributable to such claim, provided however, that BTI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, BTI'S obligation to defend as stated therein shall not be excused in the event that Excel engages its own counsel at its own expense to assist Excel in determining the relevant issues in, and merits of, said claims and to provide general advice with respect to said claimspatents and copyrights. Use of contract data is subject to restriction on title page. d. Notwithstanding the foregoing provisions of Section 12.c. above, BTI shall not have any liability to Excel if such infringement or claim is based upon: 1. The use of any of the BTI Designed Products in combination with other equipment or software which is manufactured or supplied by Excel and is not in compliance with BTI'S written designs, specifications or instructions and/or where BTI Designed Products would not, by themselves, be infringing. e. In no event shall either party's total liability to the other party under section 12.a. or 12.c. respectively exceed two (2) times the aggregate sum paid to EXCEL by BTI for the allegedly infringing Products or Programs. f. The foregoing provision state the entire liability of Excel and BTI with respect to infringement of patents, trademarks or copyrights by any of the Products or any part thereof or their operation.

PATENT AND COPYRIGHT INDEMNITY. a. If notified promptly in writing of any action (and all prior claims relating to such action) brought against BTI based on a claim that any of the Products supplied to BTI infringes a patentA. HNS shall, copyright or trademark, Excel shall defend such action at its sole expense and pay any costs or damages finally awarded in such action which are attributable to such claim; provided that Excel shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, Excel's obligation to defend as stated therein shall not be excused in the event that BTI engages its own counsel at its own expense, defend, indemnify and hold BTL harmless from and against any request for royalty payments or any claim for equitable relief or damages against BTL based on an allegation that the manufacture of any product acquired by BTL under this Agreement (including without limitation the DSS Equipment or any New Commercial Versions thereof, the DSS Equipment software described in Section 5 of this Agreement and any other products acquired by BTL from HNS pursuant to assist BTI in determining this agreement), or the relevant issues inuse, lease, or sale thereof, infringes any United States patent or copyright, and shall pay any royalties and other costs related to the merits ofsettlement of such request, said claims and shall pay the costs and damages, including attorneys' fees, finally awarded as the result of any suit based on such claim, provided that BTL is using the latest version of such product provided by HNS and that HNS is given prompt written notice of such request or claim by BTL and given authority and such assistance and information as HNS requests in writing and as it is available to provide general advice BTL for resisting such request or for the defense of such claim. Any such assistance or information that is furnished by BTL at the written request of HNS is to be at HNS's expense. B. In the event that, as a result of any such suit, the use, lease, or sale of any product is enjoined, HNS shall, at its option, (i) negotiate a license or other agreement with respect plaintiff so that such product is no longer infringing, (ii) modify such product suitably or substitute a suitable product therefor, which modified or substituted product is not subject to such claims. If an injunction is obtained against BTIand which shall be covered by the terms of this Agreement, or if (i) or (ii) cannot be effected by HNS's reasonable and diligent efforts, (iii) refund to BTL all payments received from BTL for that DSS Equipment rendered useless upon return receipt by HNS of such DSS Equipment. C. Notwithstanding the above, HNS shall not be liable for any damage or costs to the extent specifically resulting from claims (i) that HNS's compliance with BTL's designs, specifications, or instructions, (ii) that use of any of the Products DSS Equipment in combination with products not supplied by reason of infringement of a patent, copyright or trademarkHNS, or if in Excel's opinion (iii) that a manufacturing or other process carried out by or through BTL and utilizing any of the Products hereunder is likely to become the subject of a successful claim of DSS Equipment, constitutes either direct or contributory infringement of a patentany United States patent (such claim being collectively referred to herein as "Other Claims"). BTL shall indemnify HNS from any and all damage and costs (including settlement costs) finally awarded or agreed upon for infringement of any United States patent or copyright in any suit to the extent specifically resulting from Other Claims, copyright or trademark, Excel shall, at its option and expense, either procure for BTI from reasonable expenses incurred by HNS in defense of such suit if BTL does not undertake the right to continue using such Product or replace or modify the same so that it becomes noninfringing or if neither of the foregoing alternatives are possible, grant BTI a credit for such Product (as depreciated in the case of equipment over four (4) years) and accept its returndefense thereof. b. Notwithstanding the foregoingD. This indemnity is in lieu of any other liability, Excel shall whether or not have any liability based on indemnity or warranty, express or implied, with respect to BTI under the foregoing provision if such infringement or claim is based uponpatents and copyrights. 1E. Notwithstanding anything herein to the contrary, the maximum liability of either party to the other arising pursuant to this Section 25 shall be limited to $1,000,000 per claim. the use of any of the Products in combination with other equipment or software which is not furnished by Excel where the Products would not, by themselves, be infringing. c. If notified promptly in writing of any action (and all prior claims relating to such action) brought against Excel based on a claim that any of the Products that were Manufactured or supplied by Excel in Compliance with BTI'S written designs, specifications or instructions, or any designs, specifications or instructions relayed to Excel orally by BTI which are confirmed by Excel in writing to BTI, ("BTI designed Products") infringes a patent, copyright or trademark, then BTI shall defend such action at its sole expense and pay costs or damages finally awarded in such action which are attributable to such claim, provided however, that BTI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, BTI'S obligation to defend as stated therein Liability under this Section 25 shall not be excused in the event that Excel engages its own counsel at its own expense to assist Excel in determining the relevant issues in, and merits of, said claims and to provide general advice with respect to said claims. d. Notwithstanding the foregoing provisions of Section 12.c. above, BTI shall not have any liability to Excel if such infringement or claim is based upon: 1. The use of any of the BTI Designed Products in combination with other equipment or software which is manufactured or supplied by Excel and is not in compliance with BTI'S written designs, specifications or instructions and/or where BTI Designed Products would not, by themselves, be infringing. e. In no event shall either party's total liability subject to the other party limitations imposed under section 12.a. or 12.c. respectively exceed two (2) times the aggregate sum paid to EXCEL by BTI for the allegedly infringing Products or ProgramsSection 24. f. The foregoing provision state the entire liability of Excel and BTI with respect to infringement of patents, trademarks or copyrights by any of the Products or any part thereof or their operation.

PATENT AND COPYRIGHT INDEMNITY. a. If notified promptly in writing VENDOR agrees to indemnify and hold SWBT harmless from and against any loss, liability, damage or expense (including increased damages for willful infringement, punitive damages, attorneys' fees and court costs) that may result by reason of any action (and all prior claims relating to such action) brought against BTI based on a infringement, or claim that of infringement, of any of the Products supplied to BTI infringes a trade secret, patent, trademark, copyright or trademark, Excel shall defend such action at its sole expense and pay any costs or damages finally awarded in such action which are attributable to such claim; provided that Excel shall have sole control of the defense other proprietary interest of any third party based on the normal use or installation of any MATERIAL, Software Documentation, program or Services furnished to SWBT hereunder, except to the extent that such action claim arises from VENDOR's compliance with SWBT's detailed specifications or instructions for which SWBT agrees to indemnify VENDOR. Such exception will not, however, include: (a) Merchandise available on the open market or the same as such merchandise. (b) Items of VENDOR's origin, design or selection. VENDOR warrants that it has made reasonable independent investigation (including obtaining legal opinions) to determine the legality of its right to produce and all negotiations for its settlement or compromise. Notwithstanding sell the provisions of the previous sentence, Excel's obligation to defend as stated therein shall not be excused in the event that BTI engages its own counsel at its own expense, to assist BTI in determining the relevant issues in, and the merits of, said claims and to provide general advice with respect to such claimsMaterial/Equipment/Services provided herein. If an injunction or order is obtained against BTISWBT's use of any of the Products by reason of infringement of a patentMATERIAL, copyright Software, Documentation, program or trademarkServices, or if in ExcelVENDOR's opinion any of the Products hereunder MATERIAL, Software, Documentation, program or SERVICE is likely to become the subject of a successful claim of infringement of a patentinfringement, copyright or trademark, Excel shallVENDOR will, at its option and expense, either procure : (i) Procure for BTI SWBT the right to continue using such Product the MATERIAL, software, documentation, program or SERVICE; or (ii) After consultation with SWBT, replace or modify the same so that MATERIAL, Software, Documentation, program or SERVICE to make it becomes noninfringing or if neither a substantially similar, functionally equivalent, RESTRICTED - PROPRIETARY INFORMATION The information contained herein is for use by authorized employees of the foregoing alternatives are parties hereto only and is not for general distribution within or outside their respective companies. noninfringing MATERIAL, software, documentation, program or SERVICE. If the MATERIAL, Software, Documentation, program or SERVICE is purchased or licensed and neither (i) nor (ii) above is possible, grant BTI a credit SWBT may cancel the applicable Order and require VENDOR to remove such MATERIAL, Software, Documentation, program or SERVICE from SWBT's location and refund any charges paid therefore by SWBT. In no event will SWBT be liable to VENDOR for such Product (as depreciated in any charges after the case date that SWBT no longer uses any MATERIAL, Software, Documentation, program or SERVICE because of equipment over four (4) years) and accept actual or claimed infringement. Each party hereto agrees to defend or settle, at its return. b. Notwithstanding own expense, any action or suit against the foregoing, Excel shall not have any liability other party hereto for which it is responsible under this clause. Each party further agrees to BTI under notify the foregoing provision if such infringement or claim is based upon. 1. the use other party promptly of any claim of infringement for which the Products other party is responsible hereunder and cooperate with the other party in combination with other equipment or software which is not furnished by Excel where every reasonable way to facilitate the Products would notdefense thereof. In the event that VENDOR, by themselves, be infringing. c. If notified promptly in writing after notification of any action (and all prior claims relating to such action) brought against Excel based on a claim that any of the Products that were Manufactured or supplied by Excel in Compliance with BTI'S written designsfor which VENDOR is responsible, specifications or instructions, or any designs, specifications or instructions relayed to Excel orally by BTI which are confirmed by Excel in writing to BTI, ("BTI designed Products") infringes a patent, copyright or trademark, then BTI shall defend such action at its sole expense and pay costs or damages finally awarded in such action which are attributable to such claim, provided however, that BTI shall have sole control of does not assume the defense of any such action and action, VENDOR will reimburse SWBT for all negotiations for of its settlement or compromise. Notwithstanding costs incurred in the provisions defense of the previous sentenceclaim, BTI'S obligation including, but not limited to defend as stated therein shall not be excused in attorneys' fees and interest on such SWBT's payment of said amounts from the event that Excel engages its own counsel at its own expense to assist Excel in determining the relevant issues in, and merits of, date of SWBT's payment of said claims and to provide general advice with respect to said claimsamounts. d. Notwithstanding the foregoing provisions of Section 12.c. above, BTI shall not have any liability to Excel if such infringement or claim is based upon: 1. The use of any of the BTI Designed Products in combination with other equipment or software which is manufactured or supplied by Excel and is not in compliance with BTI'S written designs, specifications or instructions and/or where BTI Designed Products would not, by themselves, be infringing. e. In no event shall either party's total liability to the other party under section 12.a. or 12.c. respectively exceed two (2) times the aggregate sum paid to EXCEL by BTI for the allegedly infringing Products or Programs. f. The foregoing provision state the entire liability of Excel and BTI with respect to infringement of patents, trademarks or copyrights by any of the Products or any part thereof or their operation.

PATENT AND COPYRIGHT INDEMNITY. a. If notified promptly in writing of EFTIA will defend, at its own expense, any legal action (and all prior claims relating to such action) brought against BTI the End User to the extent that it is based on a claim that any the Software used within the scope of the Products supplied to BTI this Agreement infringes a patent, copyright or trademarkother intellectual property right of third party, Excel shall defend such action at its sole expense and EFTIA will pay any costs or and damages finally awarded against the End User in any such action which that are attributable to any such claim or incurred by the End User through settlement thereof. However, such defense and payments are subject to the condition that the End User must: (i) notify EFTIA promptly in writing of such claim; provided that Excel shall , (ii) permit EFTIA to have sole control of the defense defence, compromise or settlement of such claim, including, any appeals, provided that EFTIA will not settle any claims against the End User without the End User's prior written consent, which will not be unreasonably withheld, and (iii) reasonably cooperate with EFTIA in the defence or settlement of such claim at no charge to EFTIA. Except as described above, EFTIA shall not be liable for any other costs, damages or fees incurred by the End User in connection with such action or claim unless authorized in writing by EFTIA. Should the Software become, or in EFTIA'S opinion be likely to become, the subject of any such action and all negotiations for its settlement or compromise. Notwithstanding claim, the provisions of the previous sentence, Excel's obligation to defend as stated therein End User shall not be excused in the event that BTI engages its own counsel at its own expense, to assist BTI in determining the relevant issues in, and the merits of, said claims and to provide general advice with respect to such claims. If an injunction is obtained against BTI's use of any of the Products by reason of infringement of a patent, copyright or trademark, or if in Excel's opinion any of the Products hereunder is likely to become the subject of a successful claim of infringement of a patent, copyright or trademark, Excel shallpermit EFTIA, at its EFTIA'S option and expense, either to (a) procure for BTI the End User the right to continue using such Product or the Software, (b) replace or modify the same Software so that it becomes noninfringing non-infringing, or (c) if neither of the foregoing alternatives are possible, grant BTI a credit for such Product (as depreciated in the case of equipment over four (4) years) and accept its return. b. Notwithstanding the foregoing, Excel is nor practicable, terminate the right to use the Software and remove the Software, upon which termination the End User agrees to promptly return and/or destroy all copies of the Software and certify the same to EFTIA, whereupon EFTIA will refund the End User license fees for the Software as depreciated on a straightens three (3) year basis. EFTIA shall not have no liability, for any liability to BTI under claim of patent or copyright infringement which is based on (a) the foregoing provision use of other than the then latest version the Software, if such infringement or claim is based upon. 1. could have been avoided by the use of any the latest version so long as the latest version is available to the End User at no charge, (b) the use or combination of the Products Software with software, hardware or other materials not provided or approved by EFTIA, provided such infringement would not have arisen but for such use or combination, (c) use of the Software in combination with a manner other equipment than for which it was designed or software which contemplated as evidenced by EFTIA'S published specification, (d) any modification by the End User or a third party of the Software that is not furnished approved by Excel where the Products would notEFTIA, by themselvesor (e) any compliance with specific, be infringing. c. If notified promptly in writing of any action (and all prior claims relating to such action) brought against Excel based on a claim that any of the Products that were Manufactured or supplied by Excel in Compliance with BTI'S detailed written designs, plans or specifications furnished by the End User or instructions, or any designs, specifications or instructions relayed to Excel orally by BTI which are confirmed by Excel in writing to BTI, on the End User's behalf. This section 11 ("BTI designed ProductsPatent and Copyright Indemnity") infringes a patent, copyright or trademark, then BTI shall defend such action at its sole expense and pay costs or damages finally awarded in such action which are attributable to such claim, provided however, that BTI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, BTI'S obligation to defend as stated therein shall not be excused in the event that Excel engages its own counsel at its own expense to assist Excel in determining the relevant issues in, and merits of, said claims and to provide general advice with respect to said claims. d. Notwithstanding the foregoing provisions of Section 12.c. above, BTI shall not have any liability to Excel if such infringement or claim is based upon: 1. The use of any of the BTI Designed Products in combination with other equipment or software which is manufactured or supplied by Excel and is not in compliance with BTI'S written designs, specifications or instructions and/or where BTI Designed Products would not, by themselves, be infringing. e. In no event shall either party's total liability to the other party under section 12.a. or 12.c. respectively exceed two (2) times the aggregate sum paid to EXCEL by BTI for the allegedly infringing Products or Programs. f. The foregoing provision state states the entire liability of Excel EFTIA, and BTI the End User's sole and exclusive remedy, with respect to infringement of any patents, trademarks copyrights, or copyrights by other intellectual property rights, and EFTIA shall have no additional liability with respect to any of the Products alleged or any part thereof or their operationproved infringement.

PATENT AND COPYRIGHT INDEMNITY. a. If notified Seller shall defend Buyer against a claim that Seller-manufactured products or latest unmodified release of Software supplied hereunder infringe a patent or copyright granted or registered in the United States, unless Buyer fails to (i) promptly notify Seller in writing of any action the claim, (and all prior claims relating to such actionii) brought against BTI based on a claim that any of the Products supplied to BTI infringes a patent, copyright or trademark, Excel shall defend such action at its sole expense and pay any costs or damages finally awarded in such action which are attributable to such claim; provided that Excel shall have grant Seller sole control of the defense of any such action and all negotiations related settlement negotiations, or (iii) give Seller information and assistance for its settlement or compromisethe defense, all at Seller's expense and Seller is materially prejudiced by Buyer's actions. Notwithstanding Subject to the provisions conditions and limitations of liability stated in this Agreement, Seller shall indemnify and hold Buyer harmless from all payments that by final judgments in such suits may be assessed against Buyer on account of such infringement and shall pay resulting settlements, costs and damages finally awarded against Buyer by a court of law. Seller represents and warrants that it knows of no such claims pending as of the previous sentence, Excel's obligation to defend as stated therein shall not be excused in the event date of this agreement. Buyer agrees that BTI engages its own counsel at its own expense, to assist BTI in determining the relevant issues in, and the merits of, said claims and to provide general advice with respect to such claims. If an injunction is obtained against BTI's use of any of the Products by reason of infringement of a patent, copyright if Seller-manufactured products or trademarkSoftware become, or if in ExcelSeller's opinion any of the Products hereunder is are likely to become become, the subject of such a successful claim of infringement of a patentclaim, copyright or trademark, Excel shallBuyer will permit Seller, at its option and expense, either to procure for BTI the right for Buyer to continue using such Product products or Software or to replace or modify the same so that it becomes noninfringing or they become non-infringing, and, if neither of the foregoing alternatives is available on terms which are possiblereasonable in Seller's judgment, grant BTI Buyer can return Seller-manufactured products and/or Software for full credit on the entire unusable portion thereof. Seller will promptly notify Buyer of any suit or action brought by a credit third party against Seller for such Product (as depreciated patent or copyright infringement that Seller, in its sole judgment, believes has the case potential to adversely affect Buyer's right to continue using products or Software provided under this Agreement. Seller has no liability for any claim of equipment over four (4) years) and accept its return. b. Notwithstanding patent or copyright infringement based upon adherence to specifications, designs or instructions furnished by Buyer, nor for any claim based upon the foregoingcombination, Excel shall not have any liability to BTI under the foregoing provision if such infringement operation or claim is based upon. 1. the use of any Seller-manufactured products or Software supplied hereunder with products, software or data not supplied by Seller (except where Seller has approved such combination, operation or use), nor for any claim based upon alteration of the Products in combination with other equipment products or software which is not furnished by Excel where the Products would not, by themselves, be infringing. c. If notified promptly in writing modification of any action (and all prior claims relating to such action) brought against Excel based on a claim that any of the Products that were Manufactured or software supplied by Excel in Compliance with BTI'S written designs, specifications or instructions, or any designs, specifications or instructions relayed to Excel orally by BTI which are confirmed by Excel in writing to BTI, ("BTI designed Products") infringes a patent, copyright or trademark, then BTI shall defend such action at its sole expense and pay costs or damages finally awarded in such action which are attributable to such claim, provided however, that BTI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, BTI'S obligation to defend as stated therein shall not be excused in the event that Excel engages its own counsel at its own expense to assist Excel in determining the relevant issues in, and merits of, said claims and to provide general advice with respect to said claimsentities other than Seller. d. Notwithstanding the foregoing provisions of Section 12.c. above, BTI shall not have any liability to Excel if such infringement or claim is based upon: 1. The use of any of the BTI Designed Products in combination with other equipment or software which is manufactured or supplied by Excel and is not in compliance with BTI'S written designs, specifications or instructions and/or where BTI Designed Products would not, by themselves, be infringing. e. In no event shall either party's total liability to the other party under section 12.a. or 12.c. respectively exceed two (2) times the aggregate sum paid to EXCEL by BTI for the allegedly infringing Products or Programs. f. The foregoing provision state the entire liability of Excel and BTI with respect to infringement of patents, trademarks or copyrights by any of the Products or any part thereof or their operation.

PATENT AND COPYRIGHT INDEMNITY. a. If notified promptly in writing (a) Seller warrants that the use of the System by Buyer pursuant to the terms hereof shall not constitute an infringement of any action (and all prior claims relating existing patent, copyright or other right. Seller hereby agrees to such action) defend or settle any suit, proceeding or claim brought against BTI ▇▇▇▇▇ based on a claim that any the use of the Products supplied to BTI infringes a System or any part thereof by Buyer constitutes an infringement of any existing patent, copyright or trademarkother right. Seller shall pay all damages or costs awarded against or expenses, Excel shall defend such action at its sole expense and pay any costs or damages finally awarded including attorneys' fees, incurred by ▇▇▇▇▇ in such action which are attributable to such suit, proceeding or claim; provided that Excel shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, Excel's obligation to defend as stated therein shall not be excused in . (b) In the event that BTI engages its own counsel at its own expense, to assist BTI the System or any part thereof shall be in determining the relevant issues in, and the merits of, said claims and to provide general advice with respect to such claims. If an injunction is obtained against BTI's use of any of the Products by reason of infringement of a patent, copyright or trademark, or if in ExcelSeller's opinion any of the Products hereunder is likely to or shall become the subject of a successful claim of infringement of a for patent, copyright copyright, or trademarkother infringement, Excel shallsubject to §13(c) hereof, Seller may, at its option and expense, either and without diminishing Seller's obligations under §13(a) hereof, procure for BTI Buyer the right to continue using such Product or replace affected part of the System or modify the same so that it becomes noninfringing such affected part to become noninfringing. Should Seller elect to remove or if neither modify such infringing part of the foregoing alternatives are possibleSystem, grant BTI Seller shall forthwith replace such part with a credit for such Product (as depreciated in functionally equivalent noninfringing part and/or take other appropriate action to ensure that the case of equipment over four (4) years) and accept its returnSystem conforms to the Specifications to Buyer's satisfaction, without cost to Buyer. b. Notwithstanding (c) In the foregoing, Excel event that Seller shall not have refuse or shall be unable to supply or shall be prevented from supplying the System or any liability part thereof to BTI under the foregoing provision if such infringement or claim is based upon. 1. the use of any of the Products in combination with other equipment or software which is not furnished by Excel where the Products would not, by themselves, be infringing. c. If notified promptly in writing of any action (and all prior claims relating to such action) brought against Excel based on a claim that any of the Products that were Manufactured or supplied by Excel in Compliance with BTI'S written designs, specifications or instructionsBuyer, or any designs, specifications or instructions relayed to Excel orally by BTI which are confirmed by Excel in writing to BTI, ("BTI designed Products") infringes a patent, copyright or trademark, then BTI shall defend such action at its sole expense and pay costs or damages finally awarded in such action which are attributable to such claim, provided however, that BTI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. Notwithstanding the provisions of the previous sentence, BTI'S obligation to defend as stated therein shall not be excused in the event that Excel engages its own counsel Buyer's continued use of the System shall be prohibited or enjoined at its own expense any time, Seller shall promptly replace all affected parts of the System with functionally equivalent noninfringing parts and/or shall take such other action to assist Excel in determining ensure that the relevant issues inSystem conforms to the Specifications to Buyer's satisfaction, and merits of, said claims and without cost to provide general advice with respect to said claimsBuyer. d. Notwithstanding the foregoing provisions (d) Seller warrants that Buyer shall suffer no interruption of Section 12.c. above, BTI shall not have any liability to Excel if such infringement its normal business activities or claim is based upon: 1. The use cycles as a result of any of the BTI Designed Products claimed infringement, any litigation referred to in combination with other equipment or software which is manufactured or supplied by Excel and is not in compliance with BTI'S written designs, specifications or instructions and/or where BTI Designed Products would not, by themselves, be infringing. e. In no event shall either party's total liability to the other party under section 12.a. or 12.c. respectively exceed two (2§13(a) times the aggregate sum paid to EXCEL by BTI for the allegedly infringing Products or Programs. f. The foregoing provision state the entire liability of Excel and BTI with respect to infringement of patents, trademarks or copyrights by any of the Products hereof or any part thereof replacement of items contemplated in §§13(b) or their operation13(c) hereof.