Common use of Patent Indemnity Clause in Contracts

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. If the Products sold hereunder are to be prepared or manufactured according to Buyer’s specifications, Buyer shall, at its expense, indemnify Seller shall have no and hold it harmless from any claims or liability for patent or trademark infringement on account of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability the sale of Seller shall be limited as set forth in section 11such equipment. Seller will agrees at its expense to defend any suit alleging direct infringement instituted against Buyer (but not subsidiaries or customers of Buyer) and indemnify Buyer against allegations any award of damages and costs for direct infringement made against Buyer by a court of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject last resort to the limitations extent that the damages award is based on a final determination that (a) Buyer providing Seller with written notice promptly, and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within event no later than ten (10) days after ▇▇▇▇▇ becomes aware days’ from Buyer’s receipt of notice, of such allegations claim; (b) Seller shall have the option of infringement, and ▇▇▇▇▇▇ having sole control over of the defense against such claims and the negotiation for their settlement; (c) Buyer cooperating with Seller in the defense and negotiations relating to the claims; and, (d) if Seller determines that the Products are or are likely to be the subject of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject direct infringement claims, Buyer permitting Seller to a claim that it infringes obtain the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure right for Buyer the right to continue keep using the ItemProducts, replace or obtain substitute goods, or modify the Item so as Products to make it be non-infringing, or offer to accept return refund the price. The indemnity obligations of Seller stated in this Article 15 shall not apply if the infringement claims result from: (a) Buyer or Buyer’s customer altering the Products; (b) use of the Item and return Products in a manner neither intended nor contemplated at the purchase price less time of the sale; or, (c) Buyer’s failure to use a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information modified or substitute good provided by BuyerSeller pursuant to this Article 15. These warranties of Seller are in lieu of all other warranties, express or directed implied with regard to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightof infringement. ANY WARRANTY OF SELLER AGAINST INFRINGEMENT THAT MAY BE PROVIDED UNDER THE UNIFORM COMMERCIAL CODE AND/OR ANY OTHER COMPARABLE STATE STATUTE IS EXPRESSLY DISCLAIMED.

Patent Indemnity. Seller shall have no liability Except insofar as an Order calls for infringement of any patentsproducts pursuant to Buyer’s designs, trademarksdrawings or specifications, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇▇ becomes aware agrees to pay the amount of such allegations any final judgment against Buyer resulting from a suit claiming that any commercial products manufactured or furnished hereunder, by reason of infringementtheir manufacture, sale or use, infringes any United States patent which has issued at the date of the contract, and ▇▇▇▇▇▇ having sole control over ’s reasonable costs and expenses in defense of such suit if Seller does not undertake the defense thereof, provided Seller is promptly notified of the threat or commencement of such suit and is offered full and exclusive control to conduct the defense or settlement thereof.Seller’s indemnity shall not apply where infringement would not have occurred from the normal use for which the products were designed. No responsibility is assumed for actual or alleged infringement of any allegations foreign patent. Seller’s liability for damages hereunder is limited to those computed solely on the value of any products sold to ▇▇▇▇▇.▇▇ no event shall Seller be liable for consequential damages or actions including all negotiations for settlement or compromisecosts applicable thereto. If an Item is subject to a In the event of any claim that it a product furnished hereunder infringes the Intellectual Property Rights of a third partyany United States patent, Seller may, in may at its sole discretion, option and expense (a) procure for Buyer the right to continue using the Itemproduct, or (b) replace or modify the Item product so as to make that it becomes non-infringing, or offer to accept return of the Item and return the purchase price (c) grant Buyer a credit for such product, less a reasonable allowance depreciation for depreciationuse, damage, and obsolescence upon its return to Seller. Notwithstanding ▇▇▇▇▇ agrees to pay all costs and expenses incurred by Seller in its defense and the foregoingamount of any judgment against Seller, in any suit or proceeding against Seller based upon a claim of infringement, resulting solely from the Buyer combining any product furnished hereunder with any item not manufactured or furnished by Seller or from the sale or use of any such combination by Buyer. Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and also indemnify Buyer’s sole Buyers and exclusive remedy agents for infringement of Intellectual Property Rights. If a claim is based on information provided by such infringement, if and to the extent that ▇▇▇▇▇ has agreed so to indemnify them, but to no greater extent than Seller has indemnified Buyer or if herein and under the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightsame conditions as set forth herein.

Patent Indemnity. Seller shall have no liability for infringement of any patentsagrees to defend, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of own expense, any settlement suit or damages awarded in any action legal proceeding which may be brought against Buyer based on an allegation alleging infringement by Buyer of any patent of the United States, by Buyer's use of the Product sold hereunder for its intended purpose, provided that an item sold Buyer shall give Seller prompt written notice of any claim, threat, or institution of suit or legal proceeding and provided that Seller shall then have the sole right to Buyer (“Item”) infringes control and conduct the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware defense and/or settlement of such allegations claim, threat, suit or legal proceeding, either in the name of infringementSeller or Buyer or both, and ▇▇▇▇▇▇ having sole Buyer shall, at Seller's request and expense, provide relevant information and reasonable cooperation. Seller shall pay final judgment and all costs and attorney's fees assessed against Buyer in any such suit or legal proceeding, provided Buyer has complied with the conditions hereof with respect to prompt notice and cooperation in connection with such suit or legal proceeding and given exclusive control over thereof to Seller, but Seller shall not be liable for any attorney's fees or other legal expenses incurred by Buyer without the defense knowledge and prior written consent of any allegations or actions including all negotiations for settlement or compromiseSeller. If an Item is subject Seller shall also have the right , at its own expense, to a claim replace the equipment claimed to infringe with equally satisfactory non-infringing equipment, modify said Product so that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it becomes non-infringing, or offer remove such equipment and refund the price thereof. The foregoing indemnity fully defines Seller's obligations for patent infringement. Such obligations to accept return defend and make payment shall specifically not apply to: a) an infringement claim resulting from additions or changes in or to the product made by Buyer or any third party or from use in combination with other equipment, or b) an infringement claim which is settled without the consent of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller; or c) an infringement claim which resulted from compliance by Seller shall have no liability for claims of infringement based on information provided with specifications furnished by Buyer. d) The total amount of Seller's obligation and liability under this Section shall not exceed the price paid by Buyer to Seller for the product held to infringe and in not event will Seller be accountable for consequential damages under this indemnity, such as, for example, loss of business profits or directed goodwill. With respect to Items for which the designs are specified goods manufactured in whole or in part by Buyerto Buyers specifications, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend buyer will protect and indemnify Seller against all claims for all costsdamages or profits arising from infringements of patents, expenses designs, copyrights or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar righttrademarks.

Patent Indemnity. Seller shall have no liability for COMO will defend any suit or proceeding brought against Projectavision insofar as such suit or proceeding is based on a claim that any goods manufactured and supplied by COMO to Projectavision pursuant to this agreement constitute direct infringement of any patentsduly issued United States patent and COMO shall pay all damages and costs finally awarded therein against Projectavision, trademarksprovided that COMO is promptly informed and furnished a copy of each communication, copyrightsnotice or other action relating to the alleged infringement and is given authority, trade dressinformation and assistance (at COMO's expense) necessary to defend or settle said suit or proceeding. COMO shall not be obligated to defend or be liable for costs or damages if the infringement arises out of compliance with Projectavision specifications for incorporation of Projectavision technology, trade secrets designs, hardware and/or software in the goods, or similar rights except as specifically provided from a combination with, an addition to, or a modification of the goods after delivery by COMO, or from use of goods, or any part thereof, in this sectionthe practice of a process, COMO's obligation hereunder shall not apply to any infringement occurring after Projectavision has received notice alleging the infringement unless COMO has given written permission for such continuing infringement. Any liability of Seller If any goods manufactured and supplied by COMO to Projectavision shall be limited as set forth in section 11. Seller held to infringe any United States patent and Projectavision shall be enjoined from using the same, COMO will defend and indemnify Buyer against allegations of infringement of U.S. patentsexert all reasonable commercial efforts, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense option and will pay at its expense, i) to procure for Projectavision the cost right to use such goods free of any settlement liability for patent infringement or ii) to replace such goods with a non-infringing substitute otherwise complying substantially with all the requirements of this Agreement or iii) refund the purchase price and the transportation costs of such goods. If the infringement by Projectavision is alleged prior to completion of delivery of the goods under this Agreement, COMO may decline to make further shipments without being in breach of this Agreement, and provided COMO has not been enjoined from selling said goods to Projectavision COMO agrees to supply said goods to Projectavision at Projectavision's option, whereupon the patent indemnity obligations herein stated with respect to COMO shall reciprocally apply with respect to Projectavision, this indemnity by Projectavision applying to, but not limited to all damages awarded in under 35 U.S.C. Sections 284 and 285. If any action suit or proceeding is brought against Buyer COMO based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, goods manufactured by COMO and supplied to Projectavision in its sole discretion, procure for Buyer the right to continue using the Item, replace compliance with Projectavision specifications or modify the Item so as to make it non-infringing, or offer to accept return by any reason of the Item and return incorporation of Projectavision technology, designs, hardware and/or software in the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from goods infringe any claim that such Item infringes any duly issued United States patent, trademarkthen the patent indemnity obligations herein stated with respect to COMO shall reciprocally apply with respect to Projectavision. THE SALE BY COMO OF PRODUCTS IN ACCORDANCE WITH THE TERMS SETFORTH HEREUNDER DOES NOT GRANT TO, copyrightCONVEY OR CONFER UPON PROJECTAVISION OR PROJECTAVISION CUSTOMERS, trade dressOR UPON ANYONE CLAIMING UNDER PROJECTAVISION, trade secret or any similar rightA LICENSE, EXPRESSED OR IMPLIED UNDER ANY PATENT RIGHTS OF COMO COVERING OR RELATING TO ANY COMBINATION, MACHINE OR PROCESS, WITH THE EXCEPTION AS PROVIDED IN THE "LICENSING IN SPECIFIC FIELD OF USE" PARAGRAPH, IN WHICH SAID ITEMS MIGHT BE OR ARE USED. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES HERETO FOR PATENT INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.

Patent Indemnity. Seller shall have no liability for agrees at its expense to defend any suit alleging direct infringement instituted against Buyer (but not subsidiaries or customers of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend Buyer) and indemnify Buyer against allegations any award of damages and costs for direct infringement made against Buyer by a court of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject last resort to the limitations extent that the damages award is based on a final determination that the Goods as and conditions set forth when furnished by Seller to Buyer directly infringed any U.S. patent, trademark or copyright. The indemnity obligations in this section do not apply to Goods made or modified to Buyer's specifications, and are expressly conditioned upon: (a) Buyer providing Seller with written notice promptly, and in any event no later than ten days' from Buyer's receipt of notice, of such claim; (b) Seller having the option of controlling the defense against such claims and the negotiation for their settlement; (c) Buyer cooperating with Seller in the defense and negotiations relating to the claims; and, (d) if Seller determines that the Goods are or are likely to be the subject of direct infringement claims, Buyer permitting Seller to obtain the right for Buyer to keep using the Goods, or obtain substitute goods, or modify the Goods to be non-infringing, or refund the price. The (a) Buyer or Buyer's customer altering the Goods; (b) use of the Goods in a manner neither intended nor contemplated at the time of the sale; or, (c) Buyer's failure to use a modified or substitute good provided by Seller pursuant to this section. This indemnity is in lieu of all warranties, express or implied, with regard to any claim of infringement. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED UNDER THE UNIFORM COMMERCIAL CODE AND/OR ANY OTHER COMPARABLE LAW IS EXPRESSLY DISCLAIMED. If the Goods are manufactured according to ▇▇▇▇▇'s specifications, Buyer shall indemnify Seller will defend at its expense and will pay hold Seller harmless from any claims or liability for patent or trademark infringement on account of the cost sale of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third partyGoods. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after shall fully cooperate with ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over in the defense of any allegations or actions including all negotiations against such claims and the negotiation for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar righttheir settlement.

Patent Indemnity. Seller 13.1 Developer agrees, at its expense to defend and indemnify Distributor in any suit, claim or proceeding brought against Distributor alleging that any Products sold pursuant to this Agreement under normal use infringe a United States patent, United States copyright, United States trademark or trade secret obligation of Developer provided that Developer is promptly notified in writing of any such claim, given reasonable assistance from Distributor and permitted the exclusive control of the defense. Further, Developer agrees to pay any damage and costs finally awarded against Distributor in any such suit by reason of any such infringement, but Developer shall have no liability for infringement settlements or costs incurred without its consent. Should Distributor's use of any patentssuch Products or any part thereof be enjoined, trademarksor in the event that Developer desires to minimize its liability hereunder, copyrightsDeveloper will, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense option and will pay expense, either (a) substitute equivalent non infringing Products for the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an infringing item sold to Buyer (“Item”b) infringes modify the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim infringing item so that it no longer infringes the Intellectual Property Rights of a third partybut remains equivalent, Seller may, in its sole discretion, procure or (c) obtain for Buyer Distributor the right to continue using such item. 13.2 If none of the Itemforegoing is feasible, replace or modify the Item so as to make it non-infringing, or offer to Developer will accept a return of the Item Products which are subject to the injunction and return refund to Distributor the purchase price price, less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided plus shipping costs paid by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the ItemsDistributor. The foregoing provisions indemnity shall not apply if and to the extent that an alleged infringement arises from the combination of this section any Product with Products or equipment not supplied by Developer. Further, such indemnity shall constitute Seller’s sole not apply and exclusive liability Distributor agrees to indemnify Developer against any damages and Buyer’s sole costs awarded against or incurred by in any suit, claim or proceeding brought against Developer in which and exclusive remedy for to the extent that an alleged infringement arises from Developer manufacturer or assembly of Intellectual Property Rightsany item to the specification or design of Distributor. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by BuyerTHE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATION OF DEVELOPER WITH RESPECT TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY PATENT, Buyer shall defend and indemnify Seller for all costsCOPYRIGHT, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightTRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE PRODUCTS OR ANY PART THEREOF.

Patent Indemnity. If any Product furnished by the Seller shall have no liability for infringement of is rightfully claimed to infringe any patentsUnited States Patent issued at the time the Contract is accepted, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend agrees at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold option: (1) to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using use the ItemProduct, or (2) to modify or replace or modify the Item Product so as to make it non-infringingavoid infringement, or offer (3) to accept return redelivery of the Item Product and return reimburse Buyer for the purchase price less and any transportation expenses incurred by Buyer. Should any litigation be instituted against Buyer based on a reasonable allowance for depreciation. Notwithstanding claim that any Product in the foregoingcondition as shipped by Seller infringes any United States Patent, Seller shall have no liability for claims of infringement based on information provided by will undertake the defense thereof in Buyer’s behalf and pay any damages and costs awarded therein against Buyer, or directed to Items for which the designs are specified provided Seller is given prompt written notice and is furnished with copies of all demands, process and pleadings and Buyer cooperates fully in whole or in part by Buyergiving Seller authority, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute information and assistance at Seller’s sole expense for such defense, as well as control over the defense and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rightsany negotiations with regard to settlement. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by BuyerTHE FOREGOING REPRESENTS SELLER’S ENTIRE AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY CHARGE OF INFRINGEMENT AND IS IN LIEU OF ANY EXPRESS, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.IMPLIED OR STATUTORY WARRANTY RELATING TO INFRINGEMENT. SELLER SHALL HAVE NO RESPONSIBILITY INSOFAR AS ANY PRODUCT MODIFIED BY BUYER OR MADE OR MODIFIED BY SELLER IN ACCORDANCE WITH THE CONTRACT AND BUYER SHALL INDEMNIFY SELLER IN ACCORDANCE WITH THE INDEMNITY IN PARAGRAPH “14” ABOVE FOR ANY CLAIM WHICH ARISES OUT OF SELLER’S COMPLIANCE WITH BUYER’S

Patent Indemnity. a. Seller shall save Buyer harmless from all costs, loss, damage and liability, except consequential damages, which may be incurred on account of the infringement of any United States patent by the product furnished to Buyer under this Contract, and Seller shall, at its own expense, defend all claims, suits or actions alleging such infringement of patents against Buyer, provided Seller is promptly notified of such claims, suits and actions, given all evidence in Buyer's possession, and given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise. In the event of such a charge of infringement, Seller's obligation under this Contract shall be fulfilled if Seller: (i) obtains a license for Buyer to continue the use or to sell the infringing product purchased from Seller, or (ii) refunds the purchase price paid to Seller by Buyer for such infringing product and removes such product, or (iii) replaces or modifies the infringing product so as to be substantially equal but non-infringing. ▇▇▇▇▇ agrees that the foregoing indemnification shall not apply and moreover, shall be extended to Seller for any claim of U.S. patent infringement that may be brought against Seller because of compliance with Buyer's particular design requirements, specifications, or instructions. Buyer grants to Seller the benefit of any license to Buyer under any patent that may be the subject of an infringement allegation hereunder, to the extent permitted by said license. b. Seller shall have no liability for infringement any costs, loss or damages resulting from: the use of any patentsproduct furnished hereunder in combination with any other product not supplied by Seller; the willful acts of Buyer; or any settlement or compromise incurred or made by Buyer without Seller's prior written consent. Seller shall not have any liability to Buyer under any provision of this clause if the patent infringement is based upon the use of any software or equipment not furnished by Seller, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided if the products are used in this sectiona manner for which the products were not designed. Any The above states the entire liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of with respect to infringement of U.S. patentspatents by any programs or by the equipment or products thereof, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as or by the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringementoperation, and ▇▇▇▇▇▇ having sole control over the defense is in lieu of any allegations all warranties, express, implied or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller maystatutory, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightregard thereto.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “"Intellectual Property Rights”") subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“"Item”") infringes the Intellectual Property Rights of a third party. Seller’s 's obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s 's sole and exclusive liability and Buyer’s ▇▇▇▇▇'s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. Seller shall have no liability for TI will defend any suit or proceeding brought against Projectavision insofar as such suit or proceeding is based on a claim that any goods manufactured and supplied by TI to Projectavision constitute direct infringement of any patentsduly issued United States patent and TI shall pay all damages and costs finally awarded therein against Projectavision, trademarksprovided that TI is promptly informed and furnished a copy of each communication, copyrightsnotice or other action relating to the alleged infringement and is given authority, trade dressinformation and assistance (at TI's expense) necessary to defend or settle said suit or proceeding. TI shall not be obligated to defend or be liable for costs and damages if the infringement arises out of compliance with Projectavision specifications for incorporation of Projectavision technology, trade secrets designs, hardware and/or software in the goods, or similar rights except as specifically provided from a combination with, an addition to, or a modification of the goods after delivery by TI, or from use of the goods, or any part thereof, in this sectionthe practice of a process. Any liability of Seller TI's obligations hereunder shall not apply to any infringement occurring after Projectavision has received notice alleging the infringement unless TI has given written permission for such continuing infringement. If any goods manufactured and supplied by TI to Projectavision shall be limited as set forth in section 11. Seller held to infringe any United States patent and Projectavision shall be enjoined from using the same, TI will defend and indemnify Buyer against allegations of infringement of U.S. patentsexert all reasonable efforts, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense option and will pay at its expense, i) to procure for Projectavision the cost right to use such goods free of any settlement liability for patent infringement or ii) to replace such goods with a non-infringing substitute otherwise complying substantially with all the requirements of this Agreement or iii) refund the purchase price and the transportation costs of such goods and terminate this Agreement. If the infringement by Projectavision is alleged prior to completion of delivery of the goods under this Agreement, TI may decline to make further shipments without being in breach of this Agreement, and provided TI has not been enjoined from selling said goods to Projectavision, TI agrees to supply said goods to Projectavision at Projectavision option, whereupon the patent indemnity obligations herein stated with respect to TI shall reciprocally apply with respect to Projectavision, this indemnity by Projectavision applying to, but not limited to, all damages awarded in under 35 U.S.C. Sections 284 and 285. If any action suit or proceeding is brought against Buyer TI based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, goods manufactured by TI and supplied to Projectavision in its sole discretion, procure for Buyer the right to continue using the Item, replace compliance with Projectavision specifications or modify the Item so as to make it non-infringing, or offer to accept return by reason of the Item and return incorporation of Projectavision technology, designs, hardware, and/or software in the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from goods infringe any claim that such Item infringes any duly issued United States patent, trademarkthen the patent indemnity obligations herein stated with respect to TI shall reciprocally apply with respect to Projectavision. THE SALE BY TI OF THE ITEMS ORDERED HEREUNDER DOES NOT GRANT TO, copyrightCONVEY OR CONFER UPON PROJECTAVISION OR PROJECTAVISION'S CUSTOMERS, trade dressOR UPON ANYONE CLAIMING UNDER PROJECTAVISION, trade secret or any similar rightA LICENSE, EXPRESSED OR IMPLIED UNDER ANY PATENT RIGHTS OF TI COVERING OR RELATING TO ANY COMBINATION, MACHINE OR PROCESS, WITH THE EXCEPTION AS PROVIDED IN THE "LICENSING IN SPECIFIC FIELD OF USE" PARAGRAPH, IN WHICH SAID ITEMS MIGHT BE OR ARE USED. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES HERETO FOR PATENT INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO.

Patent Indemnity. If any Product furnished by the Seller shall have no liability for infringement of is rightfully claimed to infringe any patentsUnited States Patent issued at the time the Contract is accepted, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend agrees at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold option: (1) to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using use the ItemProduct, or (2) to modify or replace or modify the Item Product so as to make it non-infringingavoid infringement, or offer (3) to accept return redelivery of the Item Product and return reimburse Buyer for the purchase price less and any transportation expenses incurred by Buyer. Should any litigation be instituted against Buyer based on a reasonable allowance for depreciation. Notwithstanding claim that any Product in the foregoingcondition as shipped by Seller infringes any United States Patent, Seller shall have no liability for claims of infringement based on information provided by will undertake the defense thereof in Buyer’s behalf and pay any damages and costs awarded therein against Buyer, or directed to Items for which the designs are specified provided Seller is given prompt written notice and is furnished with copies of all demands, process and pleadings and Buyer cooperates fully in whole or in part by Buyergiving Seller authority, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute information and assistance at Seller’s sole expense for such defense, as well as control over the defense and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rightsany negotiations with regard to settlement. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by BuyerTHE FOREGOING REPRESENTS SELLER’S ENTIRE AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY CHARGE OF INFRINGEMENT AND IS IN LIEU OF ANY EXPRESS, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.IMPLIED OR STATUTORY WARRANTY RELATING TO INFRINGEMENT. SELLER SHALL HAVE NO RESPONSIBILITY INSOFAR AS ANY PRODUCT MODIFIED BY BUYER OR MADE OR MODIFIED BY SELLER IN ACCORDANCE WITH THE CONTRACT AND BUYER SHALL INDEMNIFY SELLER IN ACCORDANCE WITH THE INDEMNITY IN PARAGRAPH “14” ABOVE FOR ANY CLAIM

Patent Indemnity. Seller shall have no liability for infringement of warrants that any patentsGoods and processes purchased pursuant to this Agreement, trademarksand the sale and/or use thereof, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11will not infringe any U.S. Letter Patent. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation agrees to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware from and against all claims, damages, actions or causes of such allegations of infringementaction at law or in equity, together with all expenses and ▇▇▇▇▇▇ having sole control over the defense attorneys’ fees, incident to any infringement or claimed infringement of any allegations patent(s) and/or license(s) arising from use or actions including all negotiations for settlement sale of Goods. In the event that Seller provides to Buyer any Goods or compromise. If an Item is subject process to a claim that it infringes the Intellectual Property Rights be utilized by Buyer subsequent to Seller’s completion of a third partyServices, Seller maywill, at no expense to Buyer, provide to Buyer upon final payment a paid-up, irrevocable, royalty-free, nonexclusive license to operate said Goods and/or perform said processes. In the event that Seller is unable to secure such license, Seller will, at no expense to Buyer, modify the Goods so as to render them non-infringing or will remove the Goods and replace them with Goods which will not infringe upon any licenses or patents, provided they continue to meet the specifications of this Agreement. INSURANCE: Seller will maintain and require its subcontractors to maintain in effect through the entire term of this Agreement insurance coverage (in an “occurrence” policy form) with insurance companies and in amounts satisfactory to Buyer in its sole discretion, procure discretion insuring: (a) Seller’s indemnity obligations under this Agreement; (b) workers’ compensation for Buyer the right to continue using the Item, replace occupational diseases and for Injuries sustained by Seller’s employees or modify the Item so employees of its subcontractors as to make it non-infringing, or offer to accept return of the Item required by law; and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no (c) Seller’s and/or Buyer’s liability for claims any property damage, Injuries sustained by any person or persons, including Seller’s employees, which was in any manner caused by, arising from or related to Goods or Services performed by Seller and/or the condition of infringement based on information provided by Buyer’s land, buildings, equipment or directed vehicles, regardless of whether the alleged Injury or damage was caused or alleged to Items for which the designs are specified be caused in whole or in part by Buyer’s conduct. Prior to commencement of any Services, Seller will furnish certificates of insurance in the standard ▇▇▇▇▇ form showing “Alafacture, LLC” as certificate holder and including: (i) a statement that notice of cancellation will be provided in accordance with policy provisions; (ii) a statement that the certificate holder is additional insured on the policies for occurrences arising from or infringements resulting from related to the modificationGoods or Services; and (iii) a waiver of any and all rights of subrogation against the certificate holder. Policies maintained pursuant to this Section will be primary, combination not excess or use contributory, in a system of the Itemsregard to any other applicable policies Buyer might have. The foregoing provisions of insurance required by this section shall constitute Section will not limit Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by to Buyer under this Agreement or if limit the design for an Item is specified in whole rights or remedies available to Buyer at law or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightequity.

Patent Indemnity. If any Product manufactured by Seller shall have no liability for infringement and furnished under this Agreement is to be made in accordance with drawings, samples or manufacturing specifications designated by Buyer, Buyer agrees to indemnify and hold Seller harmless from any and all damages, costs and expenses (including attorney’s fees) relating to any claim arising from the design, distribution, manufacture or use of the Product or arising from a claim that such Product furnished to Buyer by Seller, or the use thereof, infringes any patentsletters patent, trademarksforeign or domestic, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend agrees at its own expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over undertake the defense of any allegations suit against Seller brought upon such claim or actions including claims. In the event any Product to be furnished under this Agreement is not to be made in accordance with drawings, samples, or manufacturing specifications designated by Buyer, but rather is the design of Seller, and Product has not been modified by Buyer or its customers. Seller agrees to hold Buyer and its customers harmless against any damages awarded by a court of final jurisdiction in any suit or suits for the infringement of any United States letters patent by reason of the sale or use of such Product furnished by Seller under this Agreement, provided that Seller is notified promptly in writing of any claim or suit and is permitted to assume the full direction and control of the defense against such a claim and of any suit brought thereon and is given authority, information and assistance by Buyer (at Seller’s expense) for such defense and authority to settle. In case any judgment rendered in such suit shall become final (beyond right of appeal), and where Buyer has complied with the foregoing provisions of this paragraph to Seller’s satisfaction, Seller agrees to pay all negotiations for settlement or compromisedamages and costs thereby awarded against Buyer. If an Item is If, subject to a claim that it infringes the Intellectual Property Rights of a third partyabove limitations, said Products, or any part thereof, should be finally held in suit to constitute an infringement, Seller mayshall have the right at its own expense either (I) to procure for Buyer rights to the patent, in or (II) to modify or replace said Product with a non-infringing Product accomplishing the same purposes as the replaced Product, or (III) to withdraw such Product and refund to Buyer the purchase price thereof. Seller shall have the right to settle any claim at its sole discretion, procure own expense (I) by procuring for Buyer the right to continue using the Itemsaid Product without liability for infringement of such patent, replace or modify the Item so as to make it (II) by modifying or replacing said Product with a non-infringinginfringing Product accomplishing the same purposes as the replaced Product, or offer (III) by removing said Product and refunding to accept return of the Item and return Buyer the purchase price less a reasonable allowance thereof. Buyer’s remedies for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements damages resulting from the modification, combination infringement or use in a system claimed infringement of any patent by the Items. The foregoing Products are exclusively limited to the provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightparagraph.

Patent Indemnity. Seller shall have no liability (a) Protection provided by MANUFACTURER to BUYER for patent and/or copyright infringement is set forth in Attachment D. (b) MANUFACTURER's acceptance of orders for Custom Products is subject to BUYER's execution of a separate patent/copyright infringement provision, which is set forth in Attachment D. (c) SELLER will defend any suit or proceeding brought against BUYER based on a claim that a portion of the Pattern designed and developed by SELLER of a Custom Product constitutes an infringement of any patentsa United States patent, trademarkscopyright, copyrights, trade dresstrademark, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights other property right of a third party. Seller’s obligation to defend If notified promptly in writing and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringementgiven full and complete authority, information and ▇▇▇▇▇▇ having sole control over assistance for the defense of any allegations same, SELLER will pay damages and costs awarded against BUYER in an amount that shall not exceed the development charges paid by BUYER to SELLER hereunder with respect to the alleged infringing Pattern. In providing such defense, or actions including all negotiations for settlement in the event that such Pattern is held to constitute infringement and the sale or compromise. If an Item use of the Custom Product containing such Pattern is subject to a claim that it infringes the Intellectual Property Rights of a third partyenjoying, Seller maySELLER shall, in its sole discretion, either procure for Buyer the right to continue selling and using the ItemCustom Product containing such Pattern, replace or modify it so it becomes noninfringing, without materially altering its conformance with the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciationproduct acceptance specification provided herein. Notwithstanding the foregoingaforesaid, Seller SELLER (i) shall not be responsible for any damages, costs or expenses resulting from any compromise made without its written consent, and (ii) shall have no liability to BUYER for any alleged infringing Custom Product which was procured by BUYER from any third party (including direct procurement from MANUFACTURER). Seller will not settle any claims that do not provide for complete release of infringement Buyer. (d) Except the extent specified in Subsections (a) and (c) above, BUYER agrees to defend any suit or proceeding brought against SELLER based on information provided by Buyera claim that any Custom Product developed under this Agreement, or directed to Items for which the designs are specified in whole or in part by Buyercombination of any Custom Product developed hereunder with any other product, or infringements resulting from constitutes the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightother property right of a third party. If notified promptly in writing and given full and complete authority, information and assistance for the defense of same BUYER shall pay all costs and damages awarded against SELLER in an amount which shall not exceed the sums paid or to be paid by BUYER to SELLER.

Patent Indemnity. The Seller shall have no liability indemnify and hold harmless Buyer and its affiliates (provided that Seller shall reimburse only reasonable attorney fees) for Seller's infringement of the intellectual property rights of others in connection with the performance by Seller of its duties hereunder. Buyer agrees to provide Seller prompt written notice of any claim of infringement for which Buyer intends to seek indemnification. Seller's obligation to indemnify and hold Buyer harmless for infringement is contingent upon timely receipt of this notice. Buyer agrees to provide to Seller absolute authority and reasonable assistance, at Seller's expense, in the defense and/or settlement of any patentssuch claims. In the event that the Supplies are found to be infringing, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller procure the right for Buyer to use the Supplies, or provide a non- infringing substitute, or will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold refund to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a of the Supplies found to be infringing. Seller's obligation shall not extend to claims that arise from compliance by Seller with specifications issued by Buyer, which arise from modification of the Supplies by someone other than Seller, which arise from combination of the Supplies delivered hereunder with materials/goods or products delivered by someone other than the Seller or which arise from the Seller's proper practice of any of the patents assigned by Buyer to Seller pursuant to an Assignment and License Back Agreement between Buyer and Seller, dated as of the date hereof. Buyer hereby agrees to indemnify and hold harmless Seller and its affiliates (provided that Buyer shall reimburse only reasonable allowance attorneys fees) for depreciation. Notwithstanding the foregoing, Seller shall have no liability for any claims of infringement based on information provided brought against Seller that arise from compliance by Seller with specifications issued by Buyer, which arise from modification of the Supplies by Buyer, or directed to Items for which arise from combination of the designs are specified in whole Supplies delivered hereunder with materials/goods or in part products delivered by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute above constitutes Buyer's and Seller’s sole 's exclusive rights and exclusive liability and Buyer’s sole and exclusive remedy for remedies regarding infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightintellectual property rights.

Patent Indemnity. Subject to the limitation set forth in the last sentence of this paragraph, Seller shall have no liability agrees that it will indemnify Buyer for all damages or costs to the extent resulting from any third-party suit or demand alleging infringement of any patentspatent by any Product provided by Seller; provided that the foregoing indemnity shall not apply to the extent any damages, trademarkscosts or infringement claim arises out of or is based on (i) any specifications provided by Buyer, copyrights(ii) any modifications to the Products by Buyer or third parties, (iii) the combination of the Products with any other parts, equipment, products or goods, or (iv) Buyer’s use of the Products in a manner that infringes any patent, copyright, trademark, trade dress, trade secrets secret or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights other intellectual property of a third party. Seller’s obligation to defend and indemnify Buyer is contingent The foregoing indemnity shall also be conditioned on Buyer notifying Seller within ten (10) days after being promptly notified in writing by ▇▇▇▇▇ becomes aware of such allegations of infringementsuit or demand and given adequate authority, information and ▇▇▇▇▇▇ having sole control over assistance for the defense of same. Seller shall have no obligation to assume defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim such claim, but in the event that it infringes the Intellectual Property Rights of a third partydoes exercise such right, Seller may, in at its sole discretion, procure own option and expense shall have the right to settle such suit or demand by procuring for the Buyer the right to continue using the ItemProduct or part thereof furnished by Seller. Alternatively, Seller may, at its expense, replace the Product or part thereof with a non-infringing Product, or may modify the Item same so as to make that it becomes non-infringing, or offer to accept return of may remove the Item alleged infringing Product and return refund the purchase price less a reasonable allowance paid by Buyer for depreciationthe infringing Product. Notwithstanding the foregoingSELLER’S SOLE RESPONSIBILITY AND THE BUYER’S EXCLUSIVE REMEDY FOR ANY SUCH SUIT OR DEMAND SHALL BE AS SET FORTH IN THIS PARAGRAPH, AND IN NO EVENT SHALL SELLER’S LIABILITY UNDER THIS PARAGRAPH EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE INFRINGING PRODUCT. Buyer shall indemnify, defend and hold Seller shall have no liability and Seller’s subsidiaries, affiliates, shareholders, directors, officers, employees, subcontractors, agents, successors, assigns and distributors harmless for claims of infringement based on information provided by Buyerany losses, damages liabilities, penalties, costs, taxes, fees, penalties, or directed to Items for which the designs are specified in whole expenses (including, without limitation, attorneys’ fees) arising out of or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patentsuits, trademarkclaims or disputes related to, copyright(i) infringement of copyrights, patents, trademarks or trade dress, unfair competition or theft of trade secret secrets in connection with materials, plans, drawings, or any similar rightspecifications furnished by Buyer to Seller, or (ii) Buyer’s breach of its representation and warranty set forth in the last sentence of Section 8 above. The provisions of the preceding sentence shall survive termination or expiration of the Agreement.

Patent Indemnity. Seller shall have no liability Except insofar as an Order calls for infringement of any patentsproducts pursuant to Buyer’s designs, trademarksdrawings or specifications, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇▇ becomes aware agrees to pay the amount of such allegations any final judgment against Buyer resulting from a suit claiming that any commercial products manufactured or furnished hereunder, by reason of infringementtheir manufacture, sale or use, infringes any United States patent which has issued at the date of the contract, and ▇▇▇▇▇▇ having sole control over ’s reasonable costs and expenses in defense of such suit if Seller does not undertake the defense thereof, provided Seller is promptly notified of the threat or commencement of such suit and is offered full and exclusive control to conduct the defense or settlement thereof.Seller’s indemnity shall not apply where infringement would not have occurred from the normal use for which the products were designed. No responsibility is assumed for actual or alleged infringement of any allegations foreign patent. Seller’s liability for damages hereunder is limited to those computed solely on the value of any products sold to ▇▇▇▇▇.▇▇ no event shall Seller be liable for consequential damages or actions including all negotiations for settlement or compromisecosts applicable thereto. If an Item is subject to a In the event of any claim that it a product furnished hereunder infringes the Intellectual Property Rights of a third partyany United States patent, Seller may, in may at its sole discretion, option and expense (a) procure for Buyer the right to continue using the Itemproduct, or (b) replace or modify the Item product so as to make that it becomes non-infringing, or offer to accept return of the Item and return the purchase price (c) grant Buyer a credit for such product, less a reasonable allowance depreciation for depreciationuse, damage, and obsolescence upon its return to Seller. Notwithstanding ▇▇▇▇▇ agrees to pay all costs and expenses incurred by Seller in its defense and the foregoingamount of any judgment against Seller, in any suit or proceeding against Seller based upon a claim of infringement, resulting solely from the Buyer combining any product furnished hereunder with any item not manufactured or furnished by Seller or from the sale or use of any such combination by Buyer. Seller shall have also indemnify Buyer’s Buyers and agents for such infringement, if and to the extent that ▇▇▇▇▇ has agreed so to indemnify them, but to no liability for claims of infringement based on information provided by Buyergreater extent than Seller has indemnified Buyer herein and under the same conditions as set forth herein. In the event any product to be furnished under this Order is to be made in accordance with drawings, samples, or directed manufacturing specifications designated by Buyer and is not the design of Seller, Buyer agrees to Items for which defend, indemnify and hold Seller harmless to the designs are specified same extent and subject to the same requirements as set forth in whole Seller’s obligation to Buyer as above.The above is in lieu of any other indemnity or in part warranty, express or implied by BuyerSeller, with respect to intellectual property (patents, trade secrets, mask works, trademarks, copyrights, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightlike).

Patent Indemnity. a. Seller shall save Buyer harmless from all costs, loss, damage and liability, except consequential damages, which may be incurred on account of the infringement of any United States patent by the product furnished to Buyer under this Contract, and Seller shall, at its own expense, defend all claims, suits or actions alleging such infringement of patents against Buyer, provided Seller is promptly notified of such claims, suits and actions, given all evidence in Buyer's possession, and given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise. In the event of such a charge of infringement, Seller's obligation under this Contract shall be fulfilled if Seller: (i) obtains a license for Buyer to continue the use or to sell the infringing product purchased from Seller, or (ii) refunds the purchase price paid to Seller by Buyer for such infringing product and removes such product, or (iii) replaces or modifies the infringing product so as to be substantially equal but non-infringing. ▇▇▇▇▇ agrees that the foregoing indemnification shall not apply and moreover, shall be extended to Seller for any claim of U.S. patent infringement that may be brought against Seller because of compliance with ▇▇▇▇▇'s particular design requirements, specifications, or instructions. Buyer grants to Seller the benefit of any license to Buyer under any patent that may be the subject of an infringement allegation hereunder, to the extent permitted by said license. b. Seller shall have no liability for infringement any costs, loss or damages resulting from: the use of any patentsproduct furnished hereunder in combination with any other product not supplied by Seller; the willful acts of Buyer; or any settlement or compromise incurred or made by Buyer without Seller's prior written consent. Seller shall not have any liability to Buyer under any provision of this clause if the patent infringement is based upon the use of any software or equipment not furnished by Seller, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided if the products are used in this sectiona manner for which the products were not designed. Any The above states the entire liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of with respect to infringement of U.S. patentspatents by any programs or by the equipment or products thereof, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as or by the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringementoperation, and ▇▇▇▇▇▇ having sole control over the defense is in lieu of any allegations all warranties, express, implied or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller maystatutory, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightregard thereto.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend represents and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as warrants that (hereinafter collectively referred to as the “Intellectual Property Rights”i) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer has the right to continue using the Itemdisclose or use, replace or modify the Item so as without liability to make it non-infringingothers, or offer to accept return of the Item all subject matter, including ideas, inventions, creations, -------------------- [*] OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. THE MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. works, processes, designs and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, methods that Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination will disclose or use in a system of the Items. The foregoing provisions its performance of this section shall constitute Seller’s sole and exclusive liability order; (ii) the products, and Buyer’s sole 's use thereof, do not and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes will not infringe any patent, trademark, copyright, trade dresssecret, mask work right, or other proprietary right of others; and (iii) in connection with its performance under this order, Seller will not infringe any patent, copyright, trade secret secret, mask work right, or any similar other proprietary right of any third party. Seller will indemnify, hold harmless, and at Buyer's request defend Buyer from and against any loss, cost, liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any breach or claimed breach of the above representations and warranties. In the event of any such claim, Buyer agrees (i) to notify Seller of the claim, (ii) if Buyer has not requested that Seller defend the claim, to permit Seller, at Seller's expense, to participate in the defense thereof with counsel of Seller's choosing, subject to Buyer's supervision and control, and (iii) if Buyer has requested that Seller defend the claim, to provide Seller with all needed information, assistance and authority necessary for Seller to do so. If the use by Buyer of any of the products purchased under this Agreement is enjoined, or in Buyer's opinion is likely to be enjoined, at Buyer's request and option, and without prejudice to Buyer's rights and remedies, Seller at its expense will procure from the person or persons claiming or likely to claim infringement, a license for Buyer and its customers to continue to use such products, or modify the allegedly infringing order to avoid the infringement, without materially impairing performance or compliance with Buyer's specifications or this order. Buyer represents and warrants that (i) it has the right to disclose or use, without liability to others, all subject matter, including ideas, inventions, creations, works, processes, designs and methods that Buyer will disclose or use in its performance of this order; (ii) the products, and Seller's use thereof, do not and will not infringe any patent, copyright, trade secret, mask work right, or other proprietary right of others; and (iii) in connection with its performance under this order, Buyer will not infringe any patent, copyright, trade secret, mask work right, or any other proprietary right of any third party. Buyer will indemnify, hold harmless, and at Seller's request defend Seller from and against any loss, cost, liability or expense (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from any breach or claimed breach of the above representations and warranties. In the event of any such claim, Seller agrees (i) to notify buyer of the claim, (ii) if Seller has not requested that Buyer defend the claim, to permit Buyer , at Seller's expense, to participate in the defense thereof with counsel of Buyer's choosing, subject to Seller's supervision and control, and (iii) if Seller has requested that Buyer defend the claim, to provide Buyer with all needed information, assistance and authority necessary for Seller to do so.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 119. Seller ▇▇▇▇▇▇ will defend and indemnify Buyer against allegations of infringement of U.S. TR. And EU patents, U.S. TR. And EU trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.. DUHALINE ELEKTRIK VE ELEKTRONIK MUH. ve ▇▇▇. HIZ. SAN. Ve TIC. LTD.STI

Patent Indemnity. a. Seller shall have no agrees to indemnify and hold harmless Buyer, against any claims, demands, liability for infringement or suit of any patentsnature, trademarks, copyrights, trade dress, trade secrets including costs and expenses for or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost by reason of any settlement actual or damages awarded alleged patent, trademark, or copyright infringement arising out of the design, development, manufacture, use, sale or disposal of any item of the Deliverable Items furnished hereunder in any action brought against Israel provided, however, in no event shall Seller's obligation under this indemnity or other indemnity exceed the total contract value. b. Should Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of be prevented as a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware result of such allegations claims, actions, or suits regarding infringement from utilizing the item of infringementDeliverable Items in question, then Seller shall, at Seller's sole option and ▇▇▇▇▇▇ having sole control over expense, either substitute a fully-equivalent non-infringing item, or modify the defense of any allegations item so that same no longer infringes but remains equivalent, or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure obtain for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return use of the Item item in accordance with the terms of this Agreement or refund full or, with consent of Buyer for appropriate part of contract value. c. In the event of Buyer being obliged to defend any litigation arising under or in connection with an actual or alleged infringement as aforesaid, Seller will defend such action in Buyer's name, at Seller's expense, and return will bear all damages, under any judgment whether final, appealable or not, awarded against Buyer, provided that in no event shall seller be liable for or required to expand under this article 10c. and 10d. below more than the purchase price less a reasonable allowance for depreciationtotal value of the contract. Notwithstanding Seller will obtain Buyer's advance written approval with respect to the foregoingidentity of all counsel appointed to represent Buyer, and with respect to any public disclosures or notices issued by Seller or on its behalf concerning the litigation and all and any settlements reached with the plaintiff. d. Seller shall have no liability for claims obligation hereunder with respect to any proceeding or claim of infringement based on information provided Buyer's modification of the Deliverable Items or the combination, operation or use of such Deliverable Items with program(s) and products not furnished by Buyer, or directed to Items for which seller if such infringement claim would have been avoided in the designs are specified in whole or in part by Buyer, or infringements resulting from the absence of such modification, combination or operation or use in a system of the Items. The foregoing provisions of this section shall constitute with program(s) not furnished by Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ Buyer becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ Seller having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 118. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ Seller having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. If the Products sold hereunder are to be prepared or manufactured according to Buyer’s specifications, Buyer shall indemnify Seller shall have no and hold it harmless from any claims or liability for patent or trademark infringement on account of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability the sale of Seller shall be limited as set forth in section 11such equipment. Seller will agrees at its expense to defend any suit alleging direct infringement instituted against Buyer (but not subsidiaries or customers of Buyer) and indemnify Buyer against allegations any award of damages and costs for direct infringement made against Buyer by a court of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject last resort to the limitations extent that the damages award is based on a final determination that the Products as and conditions set forth when furnished by Seller to Buyer directly infringed any U.S. patent, trademark or copyright. Indemnification of costs under this provision shall extend only to actual costs assessed. The indemnity obligations in this section. Article 10 do not apply to Products (a) Buyer providing Seller will defend at its expense with written notice promptly, and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within event no later than ten (10) days after ▇▇▇▇▇ becomes aware days’ from Buyer’s receipt of notice, of such allegations claim; (b) Seller shall have the option of infringement, and ▇▇▇▇▇▇ having sole control over of the defense against such claims and the negotiation for their settlement; (c) Buyer cooperating with Seller in the defense and negotiations relating to the claims; and, (d) if Seller determines that the Products are or are likely to be the subject of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject direct infringement claims, Buyer permitting Seller to a claim that it infringes obtain the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure right for Buyer the right to continue keep using the ItemProducts, replace or obtain substitute goods, or modify the Item so as Products to make it be non-infringing, or offer to accept return refund the price. The indemnity obligations stated in this Article 10 shall not apply if the infringement claims result from: (a) Buyer or Buyer’s customer altering the Products; (b) use of the Item and return Products in a manner neither intended nor contemplated at the purchase price less time of the sale; or, (c) Buyer’s failure to use a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information modified or substitute good provided by BuyerSeller pursuant to this Article 10. These warranties are in lieu of all other warranties, express or directed implied with regard to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightof infringement. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED UNDER THE UNIFORM COMMERCIAL CODE AND/OR ANY OTHER COMPARABLE STATE STATUTE IS EXPRESSLY DISCLAIMED.

Patent Indemnity. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 1110. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by Buyer, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. Except insofar as an Order calls for products pursuant to Buyer’s designs, drawings or specifications, Seller agrees to pay the amount of any final judgment against Buyer resulting from a suit claiming that any commercial products manufactured or furnished hereunder, by reason of their manufacture, sale or use, infringes any United States patent which has issued at date of contract, and Buyer’s reasonable costs and expenses in defense of such suit if Seller does not undertake the defense thereof, provided Seller is promptly notified of the threat or commencement of such suit and is offered full and exclusive control to conduct the defense or settlement thereof.Seller’s indemnity shall not apply where infringement would not have no liability occurred from the normal use for which the products were designed. No responsibility is assumed for actual or alleged infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold to Buyer (“Item”) infringes the Intellectual Property Rights of a third partyforeign patent. Seller’s obligation liability for damages hereunder is limited to defend and indemnify Buyer is contingent those computed solely on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense value of any allegations products sold to Buyer. In no event shall Seller be liable for consequential damages or actions including all negotiations for settlement or compromisecosts applicable thereto. If an Item is subject to a In the event of any claim that it a product furnished hereunder infringes the Intellectual Property Rights of a third partyany United States patent, Seller may, in may at its sole discretion, option and expense (a) procure for Buyer the right to continue using the Itemproduct, or (b) replace or modify the Item product so as to make that it becomes non-infringing, or offer to accept return of the Item and return the purchase price (c) grant Buyer a credit for such product, less a reasonable allowance depreciation for depreciationuse, damage, and obsolescence upon its return to Seller. Buyer agrees to pay all costs and expenses incurred by Seller in its defense and the amount of any judgment against Seller, in any suit or proceeding against Seller based upon a claim of infringement, resulting solely from the Buyer combining any product furnished hereunder with any item not manufactured or furnished by Seller or from the sale or use of any such combination by Buyer. Seller shall also indemnify Buyer’s Buyers and agents for such infringement, if and to the extent that Buyer has agreed so to indemnify them, but to no greater extent than Seller has indemnified Buyer herein and under the same conditions as set forth herein. In the event any product to be furnished under this Order is to be made in accordance with drawings, samples or manufacturing specifications designated by Buyer and is not the design of Seller, Buyer agrees to defend, indemnify and hold Seller harmless to the same extent and subject to the same requirements as set forth in Seller’s obligation to Buyer as above. The above is in lieu of any other indemnity or warranty, express or implied by Seller, with respect to intellectual property (patents, trade secret, mask works, trademarks, copyrights, or the like). If software is not provided, this section can be deleted. In the event that any software or software documentation is provided to Buyer by Seller in any form whatsoever under an Order and no software license agreement governing this sale has been signed between Buyer and Seller, Buyer agrees to accept the terms and conditions stated below effective the date of the first delivery hereunder:Subject to the terms and conditions herein, the Seller grants to Buyer a nonexclusive, nontransferable license to use the software or software documentation provided herein: (i) in the course of the normal operation in or with Seller products which are installed, or are intended to be installed, on aircraft, (ii) in the analysis or the formatting of reports using data from such Seller products or, (iii) on Seller or non-Seller products that are used to test, maintain, download, or process information compiled by Seller products.Making copies of software or documentation except for one copy for archive purposes is prohibited unless specifically authorized by Seller in writing. Should such copying be authorized, Buyer will reproduce and include all Seller proprietary and copyright notices and other legends in the same manner that Seller provides such notices and legends, both in and on every copy of licensed software and documentation and in any form.The software license and rights granted by Seller to Buyer hereunder are personal to Buyer. The licensed software and documentation may not be sub-licensed, transferred, or loaned to any other party without Seller’s prior express written consent, except that Buyer may transfer the licensed software and documentation in conjunction with the resale of any flight equipment or Seller supplied test equipment in which the licensed software and documentation is installed or with which it is used. Such permission to transfer is contingent upon the resale or transfer of Buyer’s agreement to use and protect the confidentiality of the licensed software and documentation under the same or similar terms as those set forth in this software license. Buyer will, however, notify Seller in writing of the transfer of the licensed software and documentation.Buyer agrees to utilize all licensed software and documentation only as authorized herein. Buyer may not either itself or with the assistance of others, make modifications to the licensed software and documentation, including, but not limited to, translating, decompiling, disassembling or reverse assembling, reverse engineering, creating derivative or merged works, or performing any other operation on licensed software and documentation to recover any other operation on licensed software and documentation to recover any portion of the program listing, object code or source code or any information contained therein.Buyer agrees to accept and retain licensed software and documentation in confidence. Buyer agrees to take appropriate action by instruction, agreement or otherwise with Buyer’s employees, or agents or other persons who are permitted access to licensed software and documentation as follows to inform said employees, agents or other persons who may come into contact with it of the confidential nature of licensed software and documentation; and to satisfy its obligations under this software license with respect to use, copying, and protection and security of licensed software and documentation.This software license is effective as of the date of first delivery hereunder and shall continue until terminated by Buyer for any reason whatsoever upon thirty (30) days prior written notice to Seller, provided Buyer ceases using and either returns or destroys Seller software and documentation; or by Seller, if Buyer does not comply with any of the terms and conditions of this software license and Buyer fails to remedy such failure within thirty (30) days after having received notice from Seller of such failure.Notwithstanding the foregoingwarranties provided elsewhere herein, Buyer acknowledges that licensed software and documentation may be aircraft or sensor specific and, as such, may require reasonable adjustment or refinement to suit Buyer’s specific requirements. Buyer shall provide reasonable aid to Seller in accomplishing such adjustments and refinements. Such reasonable adjustments or refinements shall have no liability for claims commence on the date of infringement based on information delivery and be provided by BuyerSeller to Buyer for a period not to exceed ninety (90) days unless otherwise provided for in writing.Buyer agrees that it will not use the license software and documentation in the performance of a contract, or directed to Items for which the designs are specified in whole or in part by Buyersubcontract, or infringements resulting from the modification, combination or use with any Government in a system of the Items. The foregoing provisions of this section shall constitute Seller’s sole manner to affect Seller rights to licensed software and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rightsdocumentation. If Buyer desires to use the licensed software or documentation in the performance of a claim is based on information provided by Buyer contract or if the design for an Item is specified in whole or in part by Buyersubcontract with a Government, prior to such use, Buyer shall defend consult with Seller as to the procedures and indemnify use of restrictive markings required to protect the ownership interest of Seller.This license and sale is subject to the laws and regulations, and other administrative acts, now or hereinafter in effect, of the United States and other governments and their departments and agencies relative to the exportation and/or re-exportation of licensed software and documentation. Buyer acknowledges that it will be responsible for compliance as necessary with such laws, regulations and administrative acts.Seller for agrees to use reasonable efforts to secure any licenses or permits as may now or hereafter be required by the U.S. Government in connection with the performance of Seller obligations under this Order, but this will not be deemed to require any performance on the part of Seller which cannot lawfully be done pursuant to the laws, regulations and acts referred to above.Unless otherwise agreed in writing, all costsmaterial, expenses or judgments resulting from any claim that such Item infringes any patentsoftware, trademarkdata processes, copyrightequipment, trade dressfacilities and special tooling, trade secret or any similar rightwhich term includes but is not limited to jigs, dies, fixtures, molds, patterns, special taps, special gages, special test equipment, other special equipment and manufacturing aids and replacements thereof, used in the manufacture of products covered by an Order shall be and remain the property of Seller. Seller retains all rights, title and interest in drawings, engineering instructions, specifications, and all other written data, if any, furnished with the products.18.

Patent Indemnity. If any Product furnished by the Seller shall have no liability for infringement of is rightfully claimed to infringe any patentsUnited States Patent issued at the time the Contract is accepted, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend agrees at its expense and will pay the cost of any settlement or damages awarded in any action brought against Buyer based on an allegation that an item sold option: (1) to Buyer (“Item”) infringes the Intellectual Property Rights of a third party. Seller’s obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, in its sole discretion, procure for Buyer the right to continue using use the ItemProduct, or (2) to modify or replace or modify the Item Product so as to make it non-infringingavoid infringement, or offer (3) to accept return redelivery of the Item Product and return reimburse Buyer for the purchase price less and any transportation expenses incurred by Buyer. Should any litigation be instituted against Buyer based on a reasonable allowance for depreciation. Notwithstanding claim that any Product in the foregoingcondition as shipped by Seller infringes any United States Patent, Seller shall have no liability for claims of infringement based on information provided by will undertake the defense thereof in Buyer’s behalf and pay any damages and costs awarded therein against Buyer, or directed to Items for which the designs are specified provided Seller is given prompt written notice and is furnished with copies of all demands, process and pleadings and Buyer cooperates fully in whole or in part by Buyergiving Seller authority, or infringements resulting from the modification, combination or use in a system of the Items. The foregoing provisions of this section shall constitute information and assistance at Seller’s sole expense for such defense, as well as control over the defense and exclusive liability any negotiations with regard to settlement. THE FOREGOING REPRESENTS SELLER’S ENTIRE AND EXCLUSIVE OBLIGATION WITH RESPECT TO ANY CHARGE OF INFRINGEMENT AND IS IN LIEU OF ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY RELATING TO INFRINGEMENT. SELLER SHALL HAVE NO RESPONSIBILITY INSOFAR AS ANY PRODUCT MODIFIED BY BUYER OR MADE OR MODIFIED BY SELLER IN ACCORDANCE WITH THE CONTRACT AND BUYER SHALL INDEMNIFY SELLER IN ACCORDANCE WITH THE INDEMNITY IN PARAGRAPH “14” ABOVE FOR ANY CLAIM WHICH ARISES OUT OF SELLER’S COMPLIANCE WITH BUYER’S SPECIFICATIONS. SELLER SHALL ALSO HAVE NO RESPONSIBILITY WITH REGARD TO ANY SETTLEMENT, ADMISSION OR PROMISE MADE BY BUYER WITHOUT SELLER’S PRIOR WRITTEN CONSENT, NOR SHALL SELLER BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING LOSS OF PROFITS, CLAIMED TO HAVE BEEN SUSTAINED BY BUYER OR ANY USER OF THE PRODUCT ARISING OUT OF ANY CLAIM OF INFRINGEMENT. Seller is entitled to indemnity from certain of its suppliers and Buyer’s sole the rights and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided options vested in Seller shall extend to such suppliers and may be exercised by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightthem.

Patent Indemnity. Seller THE SCALE PEOPLE shall have no liability for infringement of any patentsparents, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller THE SCALE PEOPLE shall be limited as set forth in section 11Section 10. Seller THE SCALE PEOPLE will defend and indemnify Buyer Purchaser against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “‘Intellectual Property Rights”’) subject to the limitations and conditions set forth in this sectionSection. Seller THE SCALE PEOPLE will defend defend, at its expense expense, and will pay the cost of any settlement or damages awarded in any action brought against Buyer Purchaser based on an allegation that an item sold to Buyer Purchaser (“"Item”") infringes the Intellectual Property Rights of a third party. Seller’s THE SCALE PEOPLE 'S obligation to defend and indemnify Buyer Purchaser is contingent on Buyer Purchaser notifying Seller THE SCALE PEOPLE within ten (10) days after ▇▇▇▇▇ Purchaser becomes aware of such allegations of infringement, and ▇▇▇▇▇▇ THE SCALE PEOPLE having sole control over the defense of any allegations or actions including all negotiations for settlement or compromise. If an Item is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller THE SCALE PEOPLE may, in its sole discretion, procure for Buyer PURCHASER the right to continue using the Item, replace or modify the Item so as to make it non-infringing, or offer to accept return of the Item and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller THE SCALE PEOPLE shall have no liability for claims of infringement based on information provided by Buyer, or directed to Items for which the designs are specified in whole or in part by BuyerPurchaser, or infringements resulting from the modification, combination or use uses in a system of the Items. The foregoing provisions of this section Section shall constitute Seller’s THE SCALE PEOPLE'S sole and exclusive liability and Buyer’s Purchaser's sole and exclusive remedy for infringement of Intellectual Property RightsProperty. If a Rights if claim is based on information provided by Buyer Purchaser or if the design for an Item is specified in whole or in part by BuyerPurchaser, Buyer Purchaser shall defend and indemnify Seller THE SCALE PEOPLE for all costs, expenses or judgments resulting from any claim that such Item infringes any patent, ; trademark, copyright, trade dress, trade secret or any similar right.

Patent Indemnity. Seller shall have no liability for infringement of any patentswill, trademarks, copyrights, trade dress, trade secrets or similar rights except as specifically provided in this section. Any liability of Seller shall be limited as set forth in section 11. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress and trade secrets as (hereinafter collectively referred to as the “Intellectual Property Rights”) subject to the limitations and conditions set forth in this section. Seller will defend at its expense own expense, indemnify and will pay the cost of defend any settlement or damages awarded in any action brought claim instituted against Buyer that is based on an allegation that the Goods constitute an item sold to Buyer (“Item”) infringes the Intellectual Property Rights infringement of a third partyany United States patent. Seller’s obligation indemnification and defense obligations are conditioned upon Buyer giving Seller (i) prompt notice of all such claims, (ii) full authority to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after ▇▇▇▇▇ becomes aware of all such allegations of infringementclaims, and ▇▇▇▇▇▇ having sole (iii) all reasonably available information and assistance helpful to Seller’s assumption of the defense. Buyer may participate in the defense at its own expense and with its own counsel; provided that, Seller will have control over of the defense of each such claim, including appeals from any allegations or actions including all judgment therein and any negotiations for the settlement or compromise thereof, with full authority to enter into a binding settlement or compromise. If an Item the use of any Goods is subject held to a claim infringe and that it infringes the Intellectual Property Rights of a third partyuse is enjoined, Seller maywill, in at its sole discretionoption and expense, (i) procure for Buyer the right to continue using to use the Itemaffected Goods consistent with these terms and conditions and the intended use for the affected Goods, (ii) replace or modify the Item affected Goods so as to make it non-that they are no longer infringing, or offer (iii) grant Buyer a credit for the affected Goods upon return to accept return of the Item Seller, allowing for reasonable use and return the purchase price less a reasonable allowance for depreciationobsolescence. Notwithstanding the foregoing, Seller’s indemnification will apply to only standard Seller shall products that have not been modified in any manner, and Seller will have no liability for claims to Buyer with respect to any infringement or claim thereof that is based upon or arises out of infringement based on information provided (i) use of the Goods in combination with any product not supplied by BuyerSeller, or directed to Items (ii) the use of the Goods in a manner for which the designs are specified in whole Goods were neither designed nor contemplated, (iii) any modification of the Goods by Buyer or in part by Buyerany third party, or infringements resulting from the modification, combination (iv) or use in a system of the ItemsSeller’s compliance with Buyer’s specifications or directions. The foregoing provisions states the entire liability of this section shall constitute Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy for infringement of Intellectual Property Rights. If a claim is based on information provided by Buyer or if the design for an Item is specified in whole or in part by Buyer, Buyer shall defend and indemnify Seller for all costs, expenses or judgments resulting from arising out of any claim that such Item infringes any patent, trademark, copyright, trade dress, trade secret or any similar rightdetermination of infringement or misappropriation.