Representations and Disclaimers. Nothing contained in this Amendment shall be construed as: (a) a warranty or representation that the manufacture, sale, lease, use, or other disposition of any product that is manufactured by other than Motorola using Delivered Technology will be free from infringement of third party patents, provided, however, that if promptly notified in writing, Motorola will defend any claim against the Licensee that alleges that U.S. patents, copyrights, or trade secrets of another have been infringed solely by: -- Motorola's unaltered software as provided to the Licensee as Delivered Technology, provided, however, that this indemnity shall not apply to the IMBE vocoder to the extent that the vocoder technology as included with Delivered Technology shall be based on information provided by Digital Voice Systems, Inc.; or -- the Licensee's software authored by the Licensee, provided such Licensee software is substantially based upon and functionally substitutes for Motorola software as provided in the Delivered Technology, and the claim of infringement would exist regardless of whether the Licensee software or the corresponding Motorola software, for which the Licensee software is a substitute, were used by the Licensee, and the Licensee would otherwise be indemnified by Motorola for use of such corresponding Motorola software; and Motorola will save and hold the Licensee harmless from any judgment, damages, or awards arising out of any such claim. Upon Motorola's request, the Licensee agrees to reasonably assist in any defense and surrender control of the suit to Motorola. Motorola may elect, at any time, to modify or replace such software with (b) a warranty that the Licensee will successfully manufacture products based upon the Delivered Technology transferred hereunder. A new ARTICLE XVII is added as follows:
Appears in 2 contracts
Sources: License Agreement (Transcrypt International Inc), License Agreement (Transcrypt International Inc)