Common use of PATENT AND COPYRIGHT INDEMNITY Clause in Contracts

PATENT AND COPYRIGHT INDEMNITY. A. ▇▇▇▇▇▇ warrants that, to the best of its knowledge, the Services, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right or other intellectual property right of any third party. If Customer promptly notifies H▇▇▇▇▇ in writing of a third party claim against Customer that any of the Equipment, Software or Service provided by H▇▇▇▇▇ infringes a patent, copyright trade secret or other intellectual property right of a third party, H▇▇▇▇▇ will indemnify, defend and hold Customer harmless with respect to such claim at H▇▇▇▇▇’ expense and will pay any costs or damages that may be finally determined against Customer. In the event of any such claim, HNS shall have the right to control the defense thereof and Customer shall provide such reasonable assistance and information, at HNS’ expense, as HNS requests in writing and as it is available to Customer. B. Further, if any such item is, or in H▇▇▇▇▇’ opinion is likely to be, held to constitute an infringing product, H▇▇▇▇▇ shall at its expense and option either (a) procure the right for Customer to continue using it, (b) replace it with a non-infringing equivalent reasonably acceptable to Customer, (c) modify it to make it non-infringing or (d), only if the remedies above are impracticable, accept return of such item and, in addition to the indemnification obligations above and such other rights and remedies of Customer available herein, refund to Customer the fees paid for such item less a reasonable amount for Customer’s use of the relevant item up to the time of return. C. Notwithstanding the above, HNS will not be liable for any such damages or costs attributable to claims resulting from (i) HNS' compliance with Customer’s designs, specifications, or instructions, (ii) use of any item provided by HNS in combination with products not supplied by HNS, to the extent the claim would not have otherwise arisen but for such combined use, or (iii) a manufacturing or other process carried out by or through Customer and utilizing any item provided by HNS that constitutes either direct or contributory infringement of any patent or other intellectual property right,. In addition, the exclusion from HNS’ intellectual property indemnity, as described in Section 9(e) of the Development Services Agreement heretofore entered into by the parties, as said exclusion applies to claims of infringement which would not have arisen but for such development work, shall continue to apply. All such claims for which HNS has no indemnity obligation are hereafter referred to as "Other Claims". Customer will indemnify HNS from any and all losses, liabilities, damages and costs finally awarded or agreed upon in any settlement of a claim for infringement of any patent or intellectual property right in any suit resulting from Other Claims, and from reasonable expenses incurred by HNS in defense of such suit if Customer does not undertake the defense thereof. D. The foregoing indemnity shall be Customer’s sole and exclusive remedy for any patent and copyright infringement claims arising out of the use of the Equipment, Software and documentation provided to Customer hereunder, and is in lieu of any other indemnity or warranty, express or implied, with respect to intellectual property.

PATENT AND COPYRIGHT INDEMNITY. A. ▇▇▇▇▇▇ warrants that, to the best of its knowledge, the Services, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right or other intellectual property right of any third party. If Customer promptly notifies H▇▇▇▇▇ in writing of a third party claim against Customer that any of the Equipment, Equipment or Software or Service provided by H▇▇▇▇▇ infringes a patent, copyright trade secret or other intellectual property right of a third party, H▇▇▇▇▇ will indemnify, defend and hold Customer harmless with respect to such claim at H▇▇▇▇▇’ expense and will pay any costs or damages that may be finally determined against Customer. In the event of any such claim, HNS shall have the right to control the defense thereof and Customer shall provide such reasonable assistance and information, at HNS’ expense, as HNS requests in writing and as it is available to Customer. B. Further, if any such item is, or in H▇▇▇▇▇’ opinion is likely to be, held to constitute an infringing product, H▇▇▇▇▇ shall at its expense and option either (a) procure the right for Customer to continue using it, (b) replace it with a non-infringing equivalent reasonably acceptable to Customer, (c) modify it to make it non-infringing or (d), only if the remedies above are impracticable, accept return of such item and, in addition to the indemnification obligations above and such other rights and remedies of Customer available herein, refund to Customer the fees paid for such item less a reasonable amount for Customer’s use of the relevant item up to the time of return. C. Notwithstanding the above, HNS will not be liable for any such damages or costs attributable to claims resulting from (i) HNS' compliance with Customer’s designs, specifications, or instructions, (ii) use of any item provided by HNS in combination with products not supplied by HNS, to the extent the claim would not have otherwise arisen but for such combined use, or (iii) a manufacturing or other process carried out by or through Customer and utilizing any item provided by HNS that constitutes either direct or contributory infringement of any patent or other intellectual property right,. In addition, the exclusion from HNS’ intellectual property indemnity, as described in Section 9(e) of the Development Services Agreement heretofore entered into by the parties, as said exclusion applies to claims of infringement which would not have arisen but for such development work, shall continue to apply. All such claims for which HNS has no indemnity obligation are hereafter referred to as "Other Claims". Customer will indemnify HNS from any and all losses, liabilities, damages and costs finally awarded or agreed upon in any settlement of a claim for infringement of any patent or intellectual property right in any suit resulting from Other Claims, and from reasonable expenses incurred by HNS in defense of such suit if Customer does not undertake the defense thereof. D. The foregoing indemnity shall be Customer’s sole and exclusive remedy for any patent and copyright infringement claims arising out of the use of the Equipment, Software and documentation provided to Customer hereunder, and is in lieu of any other indemnity or warranty, express or implied, with respect to intellectual property.

PATENT AND COPYRIGHT INDEMNITY. A. ▇▇▇▇▇▇ warrants thatGeoQuest shall defend, to the best of or at its knowledgeoption settle, the Servicesany claim, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right proceeding or other intellectual property right of any third party. If action brought against Customer promptly notifies H▇▇▇▇▇ in writing based upon a claim that a Product supplied by GeoQuest constitutes a direct infringement of a third party claim patent or copyright issued under the laws of the country of original delivery, and GeoQuest shall pay those costs and damages finally awarded against Customer that in any of the Equipment, Software such action or Service provided by H▇▇▇▇▇ infringes a patent, copyright trade secret or other intellectual property right of a third party, H▇▇▇▇▇ will indemnify, defend and hold Customer harmless with respect to such claim at H▇▇▇▇▇’ expense and will pay any costs or damages that may be finally determined against Customer. In the event of proceeding which result from any such claim, HNS provided always that GeoQuest shall have no liability under this Article: (a) unless GeoQuest is notified promptly in writing by Customer of each notice and communication regarding such claim, is given the right to complete authority, information and assistance necessary for such defense, and is given sole control of the defense thereof of any action on such claim and of all negotiations for its settlement or compromise, or (b) if Customer shall provide such reasonable assistance and information, at HNS’ expense, as HNS requests in writing and as it is available to Customermakes any admission regarding infringement. B. Further, if any such item isShould a Product become, or in H▇▇▇▇▇’ GeoQuest's opinion is be likely to bebecome, held the subject of a claim of infringement or the like under such patent or copyright laws, Customer shall permit GeoQuest, at GeoQuest's option, to constitute an infringing product, H▇▇▇▇▇ shall at its expense and option either either: (a) procure for Customer the right for Customer to continue using itthe Product, (b) replace or modify the Product so that it with a becomes non-infringing equivalent reasonably acceptable (provided the same level of functionality is maintained), or (c) accept the return of the Product and grant Customer a credit for the then depreciated value of the infringing Product, which for the purposes of this Article shall be presumed to depreciate by one-fifth (1/5) of its purchase price per year. If the infringing Product is leased or rented to Customer, GeoQuest may terminate the lease or rental and Customer's sole remedy in such case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's specifications, (b) the combination of the Product with other items not furnished or approved in writing by GeoQuest, (c) modify it any unauthorized addition to make it non-infringing or modification of the Product, (d) any use of the Product in the performance of a method or process (practice of a process), except where such practice is solely completed by or within the Product, or (e) information, service or assistance provided by GeoQuest to Customer, excluding software programs and maintenance/operation manuals. Customer shall defend and hold GeoQuest harmless against any expense, judgment or loss for alleged infringement of any patent, copyright or other proprietary right which results from a claim based upon (a), (b), (c), (d), only if the remedies above are impracticable, accept return of such item and, in addition to the indemnification obligations above and such other rights and remedies of Customer available herein, refund to Customer the fees paid for such item less a reasonable amount for Customer’s use of the relevant item up to the time of return. C. Notwithstanding the above, HNS will not be liable for any such damages or costs attributable to claims resulting from (i) HNS' compliance with Customer’s designs, specifications, or instructions, (ii) use of any item provided by HNS in combination with products not supplied by HNS, to the extent the claim would not have otherwise arisen but for such combined use, or (iii) a manufacturing or other process carried out by or through Customer and utilizing any item provided by HNS that constitutes either direct or contributory infringement of any patent or other intellectual property right,. In addition, the exclusion from HNS’ intellectual property indemnity, as described in Section 9(e) of the Development Services Agreement heretofore entered into by the parties, as said exclusion applies to claims of infringement which would not have arisen but for such development work, shall continue to apply. All such claims for which HNS has no indemnity obligation are hereafter referred to as "Other Claims". Customer will indemnify HNS from any and all losses, liabilities, damages and costs finally awarded or agreed upon in any settlement of a claim for infringement of any patent or intellectual property right in any suit resulting from Other Claims, and from reasonable expenses incurred by HNS in defense of such suit if Customer does not undertake the defense thereofe). D. The foregoing indemnity shall be Customer’s sole and exclusive remedy for any patent and copyright infringement claims arising out of the use of the Equipment, Software and documentation provided to Customer hereunder, and is in lieu of any other indemnity or warranty, express or implied, with respect to intellectual property.

PATENT AND COPYRIGHT INDEMNITY. A. ▇▇▇▇▇▇ warrants thatGeoQuest shall defend, to the best of or at its knowledgeoption settle, the Servicesany claim, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right proceeding or other intellectual property right of any third party. If action brought against Customer promptly notifies H▇▇▇▇▇ in writing based upon a claim that a Product supplied by GeoQuest constitutes a direct infringement of a third party claim patent or copyright issued under the laws of the country of original delivery, and GeoQuest shall pay those costs and damages finally awarded against Customer that in any of the Equipment, Software such action or Service provided by H▇▇▇▇▇ infringes a patent, copyright trade secret or other intellectual property right of a third party, H▇▇▇▇▇ will indemnify, defend and hold Customer harmless with respect to such claim at H▇▇▇▇▇’ expense and will pay any costs or damages that may be finally determined against Customer. In the event of proceeding which result from any such claim, HNS provided always that GeoQuest shall have no liability under this Article: (a) unless GeoQuest is notified promptly in writing by Customer of each notice and communication regarding such claim, is given the right to complete authority, information and assistance necessary for such defense, and is given sole control of the defense thereof of any action on such claim and of all negotiations for its settlement or compromise, or (b) if Customer shall provide such reasonable assistance and information, at HNS’ expense, as HNS requests in writing and as it is available to Customermakes any admission regarding infringement. B. Further, if any such item isShould a Product become, or in H▇▇▇▇▇’ GeoQuest's opinion is be likely to bebecome, held the subject of a claim of infringement the like under such patent or copyright laws, Customer shall permit GeoQuest, at GeoQuest's option, to constitute an infringing product, H▇▇▇▇▇ shall at its expense and option either either: (a) procure for Customer the right for Customer to continue using itthe Product, (b) replace or modify the Product so that it with a becomes non-infringing equivalent reasonably acceptable (provided the same level of functionality is maintained), or (c) accept the return of the Product and grant Customer a credit for the then depreciated value of the infringing Product, which for the purposes of this Article shall be presumed to depreciate by [*]. If the infringing Product is leased or rented to Customer, GeoQuest may terminate the lease or rental and Customer's sole remedy in such case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's specifications,(b) the combination of the Product with other items not furnished or approved in writing by GeoQuest, (c) modify it any unauthorized addition to make it non-infringing or modification of the Product, (d) any use of the Product in the performance of a method or process (practice of a process), except where such practice is solely completed by or within the Product, or (e) information, service or assistance provided by GeoQuest to Customer, excluding software programs and maintenance/operation manuals. Customer shall defend and hold GeoQuest harmless against any expense, judgment or loss for alleged infringement of any patent, copyright or other proprietary right which results from a claim based upon (a), (b), (c), (d), only if the remedies above are impracticable, accept return of such item and, in addition to the indemnification obligations above and such other rights and remedies of Customer available herein, refund to Customer the fees paid for such item less a reasonable amount for Customer’s use of the relevant item up to the time of return. C. Notwithstanding the above, HNS will not be liable for any such damages or costs attributable to claims resulting from (i) HNS' compliance with Customer’s designs, specifications, or instructions, (ii) use of any item provided by HNS in combination with products not supplied by HNS, to the extent the claim would not have otherwise arisen but for such combined use, or (iii) a manufacturing or other process carried out by or through Customer and utilizing any item provided by HNS that constitutes either direct or contributory infringement of any patent or other intellectual property right,. In addition, the exclusion from HNS’ intellectual property indemnity, as described in Section 9(e) of the Development Services Agreement heretofore entered into by the parties, as said exclusion applies to claims of infringement which would not have arisen but for such development work, shall continue to apply. All such claims for which HNS has no indemnity obligation are hereafter referred to as "Other Claims". Customer will indemnify HNS from any and all losses, liabilities, damages and costs finally awarded or agreed upon in any settlement of a claim for infringement of any patent or intellectual property right in any suit resulting from Other Claims, and from reasonable expenses incurred by HNS in defense of such suit if Customer does not undertake the defense thereofe). D. The foregoing indemnity shall be Customer’s sole and exclusive remedy for any patent and copyright infringement claims arising out of the use of the Equipment, Software and documentation provided to Customer hereunder, and is in lieu of any other indemnity or warranty, express or implied, with respect to intellectual property.

PATENT AND COPYRIGHT INDEMNITY. A. ▇▇▇▇▇▇ HNS represents and warrants thatthat there is not currently, to nor will there be in the best future any rightful claim that the manufacture, use, lease or sale of its knowledge, the Services, Software and the any HNS Equipment will not infringe infringes on any United States patent, copyright, trademark, trade secret, mask work right copyright or any other intellectual property right of any third partyparty (hereinafter collectively referred to as "IPR"). If Customer promptly notifies H▇▇▇▇▇ in writing of a third party In addition, HNS agrees to resist or defend at its own expense any request for royalty payments or any claim for equitable relief or damages against Customer based on an allegation that the manufacture of any Equipment or the use, lease, or sale thereof or that any of the Equipmentdocumentation infringes any IPR, Software or Service provided by H▇▇▇▇▇ infringes a patent, copyright trade secret or other intellectual property right of a third party, H▇▇▇▇▇ will indemnify, defend and hold Customer harmless with respect to such claim at H▇▇▇▇▇’ expense and will pay any royalties and other costs or damages that may be finally determined against Customer. In related to the event settlement of any such request and to pay the costs and damages, including attorney's fees, which are incurred by Customer arising from and based on such claim, provided that HNS shall have the right to control the defense thereof is given prompt written notice of such request or claim by Customer and Customer shall provide given authority and such reasonable assistance and information, at HNS’ expense, information as HNS requests in writing and as it is available to CustomerCustomer for resisting such request or for the defense of such claim. B. FurtherIn the event that, if as a result of any such suit (i) prior to delivery, the manufacture of any item issupplied by HNS hereunder is enjoined, or in H▇▇▇▇▇’ opinion (ii) after delivery, the use, lease, or sale thereof is likely to beenjoined, held to constitute an infringing productHNS will, H▇▇▇▇▇ shall at its expense option and option expense, either (a) procure the right for Customer to continue using itnegotiate a license or other Agreement with plaintiff so that such item is no longer infringing, (b) replace it with modify such item suitably or substitute a non-infringing equivalent reasonably acceptable suitable item therefor, which modified or substituted item is not subject to Customersuch injunction, and extend the provisions of this paragraph thereto (provided that any such modification will not result in a decrease of the Services to be provided by HNS hereunder), or if (a) and (b) cannot be effected by HNS' reasonable and diligent efforts, (c) modify it to make it non-infringing or (d), only if the remedies above are impracticable, accept return of such item and, in addition to the indemnification obligations above and such other rights and remedies of Customer available herein, refund to Customer the fees paid for such item less a reasonable amount for repurchase enjoined items at their then current value on Customer’s use of the relevant item up to the time of return's audited accounts. C. Notwithstanding the above, HNS will not be liable for any such damages or costs attributable to claims resulting from claims (i) that HNS' compliance with Customer’s designs's design, specifications, or instructions, (ii) that use of any item provided by HNS in combination with products not supplied by HNS, to the extent the claim would not have otherwise arisen but for such combined use, or (iii) that a manufacturing or other process carried out by or through Customer and utilizing any item provided by HNS that constitutes either direct or contributory infringement of any United States patent or other intellectual property right,. In addition, the exclusion from HNS’ intellectual property indemnity, (such as described in Section 9(e) of the Development Services Agreement heretofore entered into by the parties, as said exclusion applies to claims of infringement which would not have arisen but for such development work, shall continue to apply. All such claims for which HNS has no indemnity obligation are hereafter being collectively referred to herein as "Other Claims"). Customer will indemnify HNS from any and all losses, liabilities, damages and costs (including settlement costs) finally awarded or agreed upon in any settlement of a claim for infringement of any United States patent or intellectual property right copyright in any suit resulting from Other Claims, and from reasonable expenses incurred by HNS in defense of such suit if Customer does not undertake the defense thereof. D. The foregoing indemnity shall In no event will HNS be Customer’s sole and exclusive remedy liable for any patent and copyright infringement claims arising out of the use of the Equipment, Software and documentation provided to consequential damages or costs incurred by Customer hereunder, and is in lieu of any other indemnity or warranty, express or implied, with respect to intellectual propertyunder this Article.

PATENT AND COPYRIGHT INDEMNITY. A. ▇▇▇▇▇▇ warrants thatDirecPC agrees to resist or defend at its own expense any request for royalty payments or any claim for equitable relief or damages against Customer based on an allegation that the manufacture of any DirecPC equipment or the use, lease, or sale thereof or that any documentation infringes any United States patent or copyright, and to pay any royalties and other costs related to the best settlement of its knowledgesuch request and to pay the costs and damages, including attorney's fees, finally awarded as the Services, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right or other intellectual property right result of any third party. If Customer promptly notifies H▇▇▇▇▇ in writing of a third party claim against Customer that any of the Equipment, Software or Service provided by H▇▇▇▇▇ infringes a patent, copyright trade secret or other intellectual property right of a third party, H▇▇▇▇▇ will indemnify, defend and hold Customer harmless with respect to such claim at H▇▇▇▇▇’ expense and will pay any costs or damages that may be finally determined against Customer. In the event of any suit based on such claim, HNS shall have the right to control the defense thereof provided that DirecPC is given prompt written notice of such request or claim by Customer and Customer shall provide given authority and such reasonable assistance and information, at HNS’ expense, information as HNS DirecPC requests in writing and as it if is available to Customer. B. FurtherCustomer for resisting such request or for the defense of such claim. In the event that, if as a result of any such suit (i) prior to delivery, the manufacture of any item issupplied by DirecPC hereunder is enjoined, or in H▇▇▇▇▇’ opinion (ii) after delivery, the use, lease or sale thereof is likely to beenjoined, held to constitute an infringing productDirecPC will, H▇▇▇▇▇ shall at its expense option and option expense, either (a) procure the right for Customer to continue using itnegotiate a license or other agreement with plaintiff so that such item is no longer infringing, (b) replace it with modify such item suitably or substitute a non-infringing equivalent reasonably acceptable suitable item therefor, which modified or substituted item is not subject to Customersuch injunction, and to extend the provisions of this Article thereto, or d (a) or (b) cannot be effected by DirecPC's reasonable and diligent efforts, (c) modify it to make it non-infringing or (d), only if refund the remedies above are impracticable, accept return of such item and, in addition to the indemnification obligations above and such other rights and remedies of Customer available herein, refund to Customer the fees paid for such item less a reasonable amount for Customer’s use rental price of the relevant item up to System during the time of return. C. months which use is enjoined. Notwithstanding the above, HNS DirecPC will not be liable for any such damages or costs attributable to claims resulting from claims (i) HNS' that DirecPC's compliance with Customer’s the Customer"s designs, specifications, or instructions, (ii) that use of any item provided by HNS DirecPC in combination with products not supplied by HNS, to the extent the claim would not have otherwise arisen but for such combined useDirecPC, or (iii) that a manufacturing or other process carried out by or through Customer and or any equipment end user utilizing any item provided by HNS that DirecPC constitutes either direct or contributory infringement of any United States patent or other intellectual property right,. In addition, the exclusion from HNS’ intellectual property indemnity, as described in Section 9(e) of the Development Services Agreement heretofore entered into by the parties, as said exclusion applies to claims of infringement which would not have arisen but for such development work, shall continue to apply. All (such claims for which HNS has no indemnity obligation are hereafter being collectively referred to herein as "Other Claims"). Customer will indemnify HNS DirecPC from any and all losses, liabilities, damages and costs (including settlement costs agreed to by Customer) finally awarded or agreed upon in any settlement of a claim for infringement of any United States patent or intellectual property right copyright in any suit resulting from Other Claims, and from reasonable expenses incurred by HNS DirecPC in defense of such suit if d Customer does not undertake the defense thereof. D. The foregoing indemnity shall be Customer’s sole and exclusive remedy for any patent and copyright infringement claims arising out of the use of the Equipment, Software and documentation provided to Customer hereunder, and is in lieu of any other indemnity or warranty, express or implied, with respect to intellectual property.