Common use of PATENT INDEMNIFICATION Clause in Contracts

PATENT INDEMNIFICATION. (a) GE agrees to indemnify and hold Supplier harmless against any and all claims that Wire Harnesses purchased pursuant to this Agreement constitute an infringement of any third party patent, trade secret or other proprietary right in the event that such claim is based upon or arises as a result of the incorporation in the Wire Harnesses of designs provided by GE or as a result of Wire Harnesses being manufactured in accordance with the Specifications. GE shall assume the defense of any suit, action or proceeding based on any such claim of infringement brought against Supplier and GE shall pay any Indemnificable Losses damages assessed against or otherwise payable by Supplier in any such suit, action or proceeding as a result of the disposition thereof, provided Supplier on receiving notice thereof, promptly notifies GE of such claim or of the commencement of any such suit, action or proceeding or threats thereof, and affords GE the opportunity, in its sole and absolute discretion, to determine the manner in which any such claim, suit, action or proceeding shall be handled or otherwise disposed of. Supplier shall give GE the cooperation GE requires at GE's expense for all reasonable and direct costs and expenses incurred by Supplier. Notwithstanding the foregoing, Supplier may be represented in any such claim, suit, action or proceeding by its own counsel, at its own expense, provided, however, that Supplier shall not consent to any judgment or decree in any such claim, suit, action or proceeding or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claim of a third party without first obtaining GE's consent thereto in writing. GE's obligation hereunder shall in no event apply to any claims based upon any goods sold by Supplier to any third party. (b) Supplier agrees to similarly indemnify and hold GE harmless against any and all claims that Wire Harnesses purchased to this Agreement constitute an 100 infringement of any third party patent, trade secret or other proprietary right to the extent that such claim is based upon or arises as a result of the incorporation in the Wire Harnesses, of designs provided by Supplier.

PATENT INDEMNIFICATION. (a) GE agrees AIWA warrants that it has the full right to use the pre-existing intellectual property described in Exhibit H without any royalty obligations or liabilities. AIWA further warrants that it has the right to use and the right to permit Ecrix to use such intellectual property with respect to the Products manufactured by AIWA, pursuant to the licenses granted in this Agreement. (b) Ecrix will indemnify and hold Supplier harmless against AIWA from any claims, suits, demands, loss, damage and all claims expense (including reasonable counsel fees) arising out of or connected with any claim that Wire Harnesses purchased pursuant to this Agreement constitute an infringement of a Product manufactured by AIWA and/or any third party patentsoftware/firmware and product interface supplied by Ecrix infringes any trade secret, trade secret copyright patent or any other proprietary right in the event that such claim is based upon or arises as a result of the incorporation in the Wire Harnesses of designs provided by GE or as a result of Wire Harnesses being manufactured in accordance intellectual property rights with the Specifications. GE exception of those patents listed on Exhibit H. AIWA shall assume the defense of any suit, action or proceeding based on any such claim of infringement brought against Supplier and GE shall pay any Indemnificable Losses damages assessed against or otherwise payable by Supplier in any such suit, action or proceeding as a result of the disposition thereof, provided Supplier on receiving notice thereof, promptly notifies GE of such claim or notify Ecrix of the commencement of any such action or suit, action or proceeding or of threats thereof, and affords GE Ecrix shall be afforded the opportunity, in its sole and absolute discretion, opportunity to determine the manner in which any such claim, suit, action or proceeding shall suit should be handled or otherwise disposed of. Supplier shall give GE the cooperation GE requires at GE's expense for all reasonable and direct costs and expenses incurred by Supplier. Notwithstanding the foregoing, Supplier if AIWA is a named party in any action or suit, AIWA may be represented participate in any such claim, suit, action or proceeding suit by its own counsel, at its own expense, provided, however, that Supplier counsel without affecting the indemnity granted pursuant to this paragraph. AIWA shall not consent undertake to any judgment or decree in any such claimsettle, suit, action or proceeding or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claim of a third party settlement herein, without first obtaining GE's the written consent thereto in writing. GE's obligation hereunder shall in no event apply to any claims based upon any goods sold by Supplier to any third partyof Ecrix. (bc) Supplier agrees Notwithstanding anything in this Section 26 to similarly indemnify the contrary, Ecrix shall have no liability for any claim of patent, trade secret, or copyright, if the alleged infringement arises from (i) changes and hold GE harmless against modifications to the Product by AIWA other than those provided in Section 20.2 hereof; or (ii) the manufacturing process by which the Product is manufactured unless the product design provided by Ecrix requires the manufacturing process or the manufacturing process which is the subject of such claim is originated with Ecrix and has been performed by AIWA in compliance with Ecrix engineering drawings. (d) AIWA shall defend such action or suit to the extent it is liable pursuant to paragraph (c) above at its expense, by reputable counsel selected by AIWA and shall pay any and all claims fees, costs or damages that Wire Harnesses purchased may be awarded in such action or in settlement thereof, provided Ecrix gives AIWA full information and assistance to this Agreement constitute an 100 defend and/or settle such action or suit or threats thereof. Settlement shall be at the option of AIWA. In the event that a judicial determination of infringement of any third party a patent, trade secret or other proprietary copyright is made or a final injunction is obtained against Ecrix prohibiting usage of the Product purchased hereunder or any part thereof by reason of such infringement, AIWA shall have the right upon written notice to Ecrix, to either (A) at its expense, procure for Ecrix the right to continue using the extent Product or replace or modify the Product, or (B) modify the manufacturing process for the Product so that it is non-infringing so long as such modification does not affect the Products functioning, or (C) direct Ecrix to return such Product to AIWA at AIWA's expense. In case of (C) above this Agreement shall be terminated with respect to the affected Product. If any Product is so returned to AIWA, AIWA shall not be liable for the result thereof except that if AIWA has been paid for the products by Ecrix AIWA shall pay to Ecrix the original purchase price for such Product which does not contain any part originated with Ecrix's request and involving possible infringement upon the Patent, trade secret or copyright in question. (e) Without prejudice to the parties rights and obligations set out in paragraphs (a) through (d) above, if an action is brought against both AIWA and Ecrix based on a claim is based that the Product manufactured by AIWA and/or any software/firmware and product interface supplied by Ecrix infringes any trade secret, copyright patent or any other intellectual property rights, the parties agree to work together to resolve such a claim. The first attempt will be to work with the alleging party in an attempt to come to a satisfactory solution for both sides. If this effort fails, upon mutual agreement, the parties may select a reputable counsel to defend their position and share the costs of such counsel and all fees, costs or arises as a result of the incorporation damages that may be awarded in the Wire Harnesses, of designs provided by Suppliersuch action or in settlement thereof.

PATENT INDEMNIFICATION. (a) GE agrees to The Purchaser shall indemnify and hold Supplier NWL harmless against any and all liability, damage, loss, expense, claims or judgment resulting from infringement of patents or trademarks arising from compliance with Purchaser's designs or specifications or instructions. Except as otherwise provided in the preceding sentence, NWL shall defend any suit or proceeding brought against the Purchaser so far as based on a claim that Wire Harnesses purchased pursuant to any Product or any part thereof, furnished under this Agreement constitute constitutes an infringement of any third party patentpatent of the United States, trade secret or provided that (a) such alleged infringement consists of the use of the Product for any of the purposes for which such Product was sold, (b) Purchaser shall have made all payments for such Product then due hereunder, (c) Purchaser shall give NWL immediate notice in writing of any such suit and transmit to NWL immediately upon receipt all processes and other proprietary right documents served upon Purchaser, and (d) Purchaser shall permit NWL through its counsel, either in the event that such claim is based upon name of Purchaser or arises as a result of the incorporation in the Wire Harnesses name of designs provided by GE or as a result of Wire Harnesses being manufactured NWL, to defend such suit(s) and give all needed information, assistance and authority to enable NWL to do so. If notified promptly in accordance with the Specifications. GE shall assume writing and given authority, information, and assistance (at NWL's expense) for the defense of any suitsame, action or proceeding based on any such claim of infringement brought against Supplier and GE NWL shall pay all damages and costs awarded therein against the Purchaser but will not be responsible for any Indemnificable Losses damages assessed against compromise or otherwise payable by Supplier in settlement made without its written consent. In case said Product, or any such suit, action or proceeding as a result of the disposition part thereof, provided Supplier on receiving notice is held in such suit to constitute infringement and the use of said Product or part is enjoined, NWL shall at its own expense, either procure for the Purchaser the right to continue using said Product or part, or replace same with noninfringing products, or modify it so it becomes noninfringing, or remove said Product and refund the purchase price and the transportation cost thereof, promptly notifies GE of such claim or of the commencement of any such suit, action or proceeding or threats thereof, and affords GE the opportunity, in its sole and absolute discretion, to determine the manner in which any such claim, suit, action or proceeding shall be handled or otherwise disposed of. Supplier shall give GE the cooperation GE requires at GE's expense for all reasonable and direct costs and expenses incurred by Supplier. Notwithstanding the foregoing, Supplier may be represented in any such claim, suit, action or proceeding by its own counsel, at its own expense, provided, however, that Supplier NWL shall have no liability and shall not consent to be responsible for (a) infringements of combination or process patents covering the use of the Products in combination with other products not manufactured by NWL, or (b) any judgment change, or decree enhancement in any such claim, suit, action the Products made by Purchaser or proceeding or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claim of a third party without first obtaining GE's consent thereto in writing. GE's obligation hereunder shall in no event apply to any claims based upon any goods sold by Supplier to any third party. , or (c) use of the Products except in accordance with NWL’s printed instructions. The sale of Products by NWL does not convey any license, by implication, estoppel, or otherwise, under patent claims covering: (a) combinations of said Products with other devices or elements, or (b) Supplier agrees to similarly indemnify and hold GE harmless against any and all claims that Wire Harnesses purchased to this Agreement constitute an 100 infringement of any third party patent, trade secret a process or other proprietary right to machine in connection with which they may be used. The foregoing states the extent that such claim is based upon or arises as a result entire liability of the incorporation in NWL for patent infringement by the Wire Harnesses, of designs provided by Suppliersaid Products or any part thereof and IN NO EVENT SHALL NWL BE LIABLE FOR CONSEQUENTAL OR INCIDENTAL DAMAGES ATTRIBUTABLE TO AN INFRINGEMENT.

PATENT INDEMNIFICATION. 9.1 SDL shall defend, indemnify, and hold harmless IPG and its affiliates, and subsidiaries, from and against all legal proceedings in respect of any alleged infringement of any Products furnished hereunder of any United States patents and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, and obligations, which may be assessed against IPG on account of such infringement; provided that SDL: (a) GE agrees to indemnify and hold Supplier harmless against any and shall have reasonable written notice of all claims that Wire Harnesses purchased pursuant to this Agreement constitute an infringement of any third party patent, trade secret or other proprietary right in the event that and/or legal proceedings alleging such claim is based upon or arises as a result of the incorporation in the Wire Harnesses of designs provided by GE or as a result of Wire Harnesses being manufactured in accordance with the Specifications. GE shall assume the defense of any suit, action or proceeding based on any such claim of infringement brought against Supplier and GE shall pay any Indemnificable Losses damages assessed against or otherwise payable by Supplier in any such suit, action or proceeding as a result of the disposition thereof, provided Supplier on receiving notice thereof, promptly notifies GE of such claim or of the commencement of any such suit, action or proceeding or threats thereof, and affords GE the opportunity, in its sole and absolute discretion, to determine the manner in which any such claim, suit, action or proceeding shall be handled or otherwise disposed of. Supplier shall give GE the cooperation GE requires at GE's expense for all reasonable and direct costs and expenses incurred by Supplier. Notwithstanding the foregoing, Supplier may be represented in any such claim, suit, action or proceeding by its own counsel, at its own expense, provided, however, that Supplier shall not consent to any judgment or decree in any such claim, suit, action or proceeding or pay or agree to pay any sum of money or agree to do any other act in compromise of any such claim of a third party without first obtaining GE's consent thereto in writing. GE's obligation hereunder shall in no event apply to any claims based upon any goods sold by Supplier to any third party.infringement; (b) Supplier shall have full opportunity and authority to assume the sole defense and settlement of such claims and/or legal proceedings; and (c) shall be furnished, upon SDL's request and at SDL's expense, all reasonable information and assistance from IPG for such defense. 9.2 In addition to providing information requested by SDL in Article 9.1(c), IPG, at its option, shall have the right to participate fully in any such defense at IPG's own expense. 9.3 If any Product in any such legal proceedings or claim is held to constitute an infringement ("Infringing Product"), SDL shall at its option and expense: (a) Procure for IPG the right to continue using the Infringing Product; (b) Replace the Infringing Product with a non-infringing Product of like form, fit or function; (c) Modify the Infringing Product to be non-infringing; or (d) If unable to replace or modify the Infringing Product, remove the Infringing Product and refund in full the purchase price paid by IPG for the Infringing Product without any deductions by SDL. 9.4 IPG agrees to similarly indemnify indemnify, defend and hold GE harmless SDL from and against all legal proceedings and from all claims, losses, demands, fees, damages, liabilities, costs, expenses, and obligations, which may be assessed in any and all claims legal proceedings alleging that Wire Harnesses purchased to this Agreement constitute an 100 infringement of the Product infringes any third party United States patent, trade secret or other proprietary right and only: (a) to the extent that any such claim infringement by the Product is based upon found to arise from the adherence to specifications or arises as a result drawings relating to the Product which IPG directs SDL to follow; or (b) to the extent any such infringement by the Product is caused by the incorporation of the incorporation Product into devices. 9.5 IPG's duty to indemnify is contingent upon SDL: (a) providing reasonable written notice of all claims and legal proceedings alleging such infringement; (b) providing IPG the full opportunity and authority to assume the sole defense and settlement of such claims and/or legal proceedings; and (c) furnishing upon IPG's request and at IPG's expense, all reasonable information and assistance from SDL for such defense. In addition to providing information requested by IPG, SDL, at its option, shall have the right to participate fully in the Wire Harnesses, of designs provided by Supplierany such defense at SDL's own expense.

PATENT INDEMNIFICATION. (a) GE agrees to indemnify and hold Supplier harmless against any and all claims that Wire Harnesses purchased pursuant to this Agreement constitute an infringement CLAR▇ ▇▇▇ll defend, or in its sole discretion, effect settlement of any third party patent, trade secret litigation or other proprietary right in the event that such claim brought against DEALER which is based upon or arises as on a result contention that any of the incorporation in CLAR▇ ▇▇▇DUCTS furnished hereunder infringe any U.S. patent owned by the Wire Harnesses of designs provided by GE or as a result of Wire Harnesses being manufactured in accordance with the Specificationsclaimant. GE DEALER shall assume the defense promptly notify CLAR▇, ▇▇ writing, of any suit, action such claims or proceeding based on any such claim of infringement brought against Supplier and GE shall pay any Indemnificable Losses damages assessed against or otherwise payable by Supplier in any such suit, action or proceeding as a result of the disposition thereof, provided Supplier on receiving notice thereof, promptly notifies GE of such claim or of the commencement of any such suit, action or proceeding or threats thereof, litigation and affords GE the opportunity, in its sole and absolute discretion, to determine the manner in which any such claim, suit, action or proceeding shall be handled or otherwise disposed of. Supplier shall give GE CLAR▇ ▇▇▇ necessary authority, information and assistance required for the cooperation GE requires at GE's expense for all reasonable defense or settlement of such claim or litigation. If DEALER complies with these obligations, CLAR▇ ▇▇▇ll pay any judgment and direct any costs and expenses incurred by Supplier. Notwithstanding the foregoing, Supplier may be represented awarded against DEALER in any such claimlitigation, suitas well as reasonable attorney's fees incurred by DEALER independently of those incurred by CLAR▇ ▇▇ defend the action. The foregoing states the entire liability of CLAR▇ ▇▇▇ patent infringement. CLAR▇ ▇▇▇ll have no liability to DEALER under this Section 20 if any patent Infringement or claim thereof is based upon the use or modification of PRODUCTS delivered hereunder in connection or in combination with equipment, action devices or proceeding software not delivered by its own counsel, at its own expense, provided, however, that Supplier shall not consent to any judgment or decree in any such claim, suit, action or proceeding or pay or agree to pay any sum of money or agree to do any other act in compromise CLAR▇ ▇▇ use of any such claim of PRODUCTS in a third party without first obtaining GE's consent thereto in writingmanner for which they were not designed. GE's obligation hereunder DEALER shall in no event apply to any claims based upon any goods sold by Supplier to any third party. (b) Supplier agrees to similarly indemnify and hold GE harmless CLAR▇ ▇▇▇m any loss, cost or expense suffered or incurred in connection with any claim, Suit or proceeding brought against any and all claims CLAR▇ ▇▇ far as it is based on a claim that Wire Harnesses purchased to this Agreement constitute an 100 infringement the manufacture, sale or use of any third party patentPRODUCT delivered hereunder and modified, trade secret altered or other proprietary right to the extent that combined with any equipment, device or software not supplied by CLAR▇ ▇▇▇eunder constitutes such claim is based upon an infringement because of such modification, alteration or arises as a result of the incorporation in the Wire Harnesses, of designs provided by Suppliercombination.

PATENT INDEMNIFICATION. (a) GE agrees to POS represents and warrants that the Products do not infringe any patent held by any third party. If any suit, action, or other proceeding is brought against WADC involving any claim that the use, sale or distribution of the Products, infringes any patent, or other proprietary property rights, POS shall indemnify and hold Supplier harmless against WADC from all costs, losses, expenses, and liabilities, (including attorneys fees) arising directly or indirectly from any and all claims that Wire Harnesses purchased pursuant to this Agreement constitute an infringement of any third party patent, trade secret or other proprietary right in the event that such claim is based upon or arises as a result of the incorporation in the Wire Harnesses of designs provided by GE or as a result of Wire Harnesses being manufactured in accordance with the Specifications. GE shall assume the defense of any suit, action or proceeding based on any such claim of infringement brought against Supplier and GE shall pay any Indemnificable Losses damages assessed against or otherwise payable by Supplier in any such suit, action or proceeding as a result of the disposition thereof, provided Supplier on receiving notice thereof, that: (i) WADC promptly notifies GE of such claim or POS of the commencement of any such action or suit, action or proceeding or threats thereof, and affords GE the opportunity, furnishes POS with all documents in its sole and absolute discretion, to determine WADC's possession relating thereto; (ii) the manner in which any such claim, suit, action or proceeding suit shall be handled or otherwise disposed of. Supplier shall give GE be at POS' sole discretion, provided the cooperation GE requires at GE's expense for all reasonable and direct costs and expenses incurred by Supplier. Notwithstanding the foregoing, Supplier may be represented rights of WADC to engage in activities hereunder are not limited thereby; (iii) WADC agrees not to take any such claim, suit, action or proceeding by its own counsel, at its own expense, provided, however, that Supplier shall not consent incur any cost with respect to any judgment or decree in any such claim, suit, action claim or proceeding or pay or agree without direction of POS, unless POS fails to pay any sum of money or agree respond to do any other act in compromise of any such claim or proceeding in a timely manner, thereby jeopardizing WADC; (iv) POS shall have no liability for any claim of a third party without first obtaining GE's consent thereto POS' lack of right, title or interest to the Product or any claim of copyright or patent infringement (including contributory responsibility), trade secret violation or violation of other proprietary rights resulting from (a) use of the Product in writing. GE's obligation hereunder shall in no event apply combination with other elements, where the combination and not the Product itself gives rise to any claims based upon any goods sold by Supplier to any third party. the claim; or (b) Supplier agrees to similarly indemnify and hold GE harmless against any and modification of the design of the Product by anyone other than POS, if such modification is the basis of the claim. POS shall pay all claims that Wire Harnesses purchased to this Agreement constitute an 100 infringement of any third party patentdamages, trade secret costs, or other proprietary right monies or relief (including all court costs and attorney fees awarded as part of the damages) awarded against WADC, or settlement amounts agreed to the extent that such claim is based upon or arises by POS, as a result of such action. WADC shall defend and indemnify POS to the incorporation same extent as provided above for POS to indemnify WADC, if a claim is made against POS that would be covered by this Section if made against WADC and if the sole basis of such claim is either (i) modification to a Product made by WADC without POS' written approval; or (ii) use of the Product in combination with other elements, where the Wire Harnessescombination and not the Product itself gives rise to the claim, of designs provided by Supplierand WADC actually sold said combination.