Common use of VALIDITY AND INFRINGEMENT Clause in Contracts

VALIDITY AND INFRINGEMENT. (a) NEI shall have no right to apply for registration of any intellectual property rights in the Territory or any other country with regard to the Know-how and other technical information made available or furnished by NEC hereunder, or to apply itself as the registered licensee or user of any of the Intellectual Property Rights. (b) NEI shall promptly notify NEC of any and all infringements, imitations or illegal use of the Intellectual Property Rights and of any statements or action made or done by any person, firm or corporation disputing or impairing NEC's interest in and title to any of the Intellectual Property Rights. (c) Whenever in the opinion of NEC, any action is necessary or advisable to insure the protection or prevention against such infringements, imitations or illegal use of any Intellectual Property Rights, (i) NEC may take ant action in the courts, administrative agencies or otherwise, and (ii) upon the request of NEC and subject to and within the scope of NEC's agreement to reimburse NEI for any expenses to be incurred by NEI, NEI shall take whatever action is deemed necessary by NEC to insure such protection or prevention. NEC shall not be obligated to take any action against such infringements, imitations or illegal use and shall have no liability to NEI. NEI shall take no action with respect to any infringement, imitation or illegal use of any Intellectual Property Rights unless requested by NEC to do so. In any circumstances all the proceeds or recovery of any damages awarded in such action shall accrue to NEC. (d) In the event, however, that NEI is threatened or involved in any infringement or other like litigation in the Territory, by reason of its exercise of rights acquired under this Agreement, NEC will render to NEI such assistance as NEC, in its sole discretion, deems appropriate in defending such litigation or threatened litigation at the expense of NEI. NEC shall, in view of that the amounts of Royalties mentioned in Article 8 is a consideration only for the Intellectual Property Rights, the Know-how and other technical information necessary for the construction and operation of a Plant utilizing NEC's Technology not be held responsible by NEI (i) for infringement of any patent, utility model right, design, copyright or other intellectual property rights of third parties, or damages or cost involved in any proceeding based on such infringements, (ii) for the validity of any Intellectual Property Rights granted hereunder, or the inability of NEI to use such Intellectual Property Rights or Know-how because of any patent, utility model right, design, copyright or other intellectual property rights of third parties or (iii) for any additional royalties or obligations incurred by NEI because of any patent, utility model right, design, copyright or other intellectual property rights of third parties. (e) In the event that NEC becomes or is made, whether by judicial declaration, settlement, agreement of the relevant parties or in any other manner, responsible for or liable to pay damages, costs, royalties or any other compensation or consideration or to perform any other obligation, whether in respect of past, present or future acts or circumstances (the "Obligation"), to a third party with respect to or arising out of an infringement or alleged infringement of any patent, utility model right design, copyright or any other intellectual property right of the third party in the Territory resulting from the operation by NEI of the Plant NEC's Technology hereunder, NEI shall indemnify and hold harmless NEC in full, or in part as may be determined by NEC in its sole discretion, with respect to the Obligation to be paid to or performed for the benefit of the third party. NEC may, in its sole discretion, determine the manner in which such indemnification by NEI shall be made. In exercising its discretion pursuant to this paragraph, NEC shall give due consideration to the contribution of each party, the particular circumstances of the Obligation and the profit and other benefits received by each party hereto in respect of the subject matter of this Agreement.

VALIDITY AND INFRINGEMENT. (a) NEI shall have no right to apply for registration of any intellectual property rights in the Territory or any other country with regard to the Know-how and other technical information made available or furnished by NEC hereunder, or to apply itself as the registered licensee or user of any of the Intellectual Property Rights. (b) NEI shall promptly notify NEC Precision of any and all infringements, imitations or illegal use of the Intellectual Property Rights and of any statements or action made or done by any person, firm or corporation disputing or impairing NEC's and/or Precision's interest in and title to any of the Intellectual Property Rights. (cb) Whenever in the opinion of NEC, any action is necessary or advisable to insure the protection or prevention against such infringements, imitations or illegal use of any Intellectual Property Rights, (i) NEC may take ant action shall notify Precision of such infringement. Precision in the courts, administrative agencies or otherwise, and (ii) upon the request of NEC and subject to and within the scope of NEC's agreement to reimburse NEI for any expenses to be incurred by NEI, NEI its sole discretion shall take whatever necessary legal action is deemed necessary appropriate by NEC to insure such protection or prevention. NEC shall not be obligated to take any action against such infringements, imitations or illegal use Precision and shall have no liability to NEI. NEI shall take no action with respect to any infringement, imitation or illegal use of any Intellectual Property Rights unless requested by NEC to do so. In any circumstances all the proceeds or recovery of any damages awarded in such action shall accrue to NECits counsel. (dc) In the event, however, event that NEI NEC is threatened with or involved in any infringement or other like litigation in the Territory, by reason of its exercise of rights acquired under this Agreement, Precision will defend and indemnify NEC will render to NEI with such assistance as NEC, in its sole discretion, it deems appropriate in defending such litigation or threatened litigation at the expense of NEI. NEC shall, in view of that the amounts of Royalties mentioned in Article 8 is a consideration only for the Intellectual Property Rights, the Know-how and other technical information necessary for the construction and operation of a Plant utilizing NEC's Technology not be held responsible by NEI (i) for infringement of any patent, utility model right, design, copyright or other intellectual property rights of third parties, or damages or cost involved in any proceeding based on such infringements, (ii) for the validity of any Intellectual Property Rights granted hereunder, or the inability of NEI to use such Intellectual Property Rights or Know-how because of any patent, utility model right, design, copyright or other intellectual property rights of third parties or (iii) for any additional royalties or obligations incurred by NEI because of any patent, utility model right, design, copyright or other intellectual property rights of third partieslitigation. (ed) In the event that NEC becomes becomes, or is made, whether by judicial declaration, settlement, agreement of the relevant parties or in any other manner, responsible for or liable to pay damages, costs, royalties or any other compensation or consideration or to perform any other obligation, whether in respect of past, present or future acts or circumstances (the "Obligation"), to a third party with respect to or arising out of an infringement or alleged infringement of any patent, utility model right right, design, copyright or any other intellectual property right of the third party in the Territory resulting from the operation by NEI NEC of the Plant NECPrecision's Technology hereunder, NEI Precision shall indemnify and hold harmless NEC in full, or in part as may be determined by from such Obligation and NEC in its sole discretion, with respect to the Obligation to be paid to or performed for the benefit of the third party. NEC may, in its sole discretion, determine the manner in which such indemnification by NEI shall be made. In exercising entitled to offset all Royalties to Precision as set forth herein as a partial payment of this indemnity; provided, however, that Precision shall have no indemnification obligation if the claimed infringement results from NEC or its discretion pursuant to this paragraphcustomers combining Precision's Technology with other technology or processes, NEC shall give due consideration to the contribution of each party, the particular circumstances of the Obligation and the profit and other benefits received by each party hereto in respect of the subject matter of this AgreementPrecision Technology would not otherwise be infringing on a standalone basis.

VALIDITY AND INFRINGEMENT. (a) NEI SHARP represents and warrants to UTSTARCOM and HUTS that the KNOW-HOW and INTELLECTUAL PROPERTY RIGHTS are the original work of SHARP in each and all aspects. (b) UTSTARCOM shall have no right to apply for registration of any intellectual property rights in the Territory TERRITORY or any other country with regard to the KnowKNOW-how HOW and other technical information made available or furnished by NEC SHARP hereunder, or to apply itself as the registered licensee or user of any of the Intellectual Property RightsINTELLECTUAL PROPERTY RIGHTS. UTSTARCOM shall cause HUTS and EASTCOM to abide by same obligation above of UTSTARCOM. (bc) NEI UTSTARCOM shall cause HUTS and EASTCOM to promptly notify UTSTARCOM and accordingly UTSTARCOM shall promptly notify NEC SHARP in addition to its own awareness, of any and all infringements, imitations or illegal use of the Intellectual Property Rights INTELLECTUAL PROPERTY RIGHTS and of any statements or action made or done by any person, firm or corporation disputing or impairing NECSHARP's interest in and title to any of the Intellectual Property RightsINTELLECTUAL PROPERTY RIGHTS. (cd) Whenever in the opinion of NECSHARP, any action is necessary or advisable to insure the protection or prevention against such infringements, imitations or illegal use of any Intellectual Property RightsINTELLECTUAL PROPERTY RIGHTS, (i) NEC SHARP may take ant any action in the courts, administrative agencies or otherwise, and (ii) upon the request of NEC SHARP and subject to and within the scope of NECSHARP's agreement to reimburse NEI UTSTARCOM for any expenses to be incurred by NEIUTSTARCOM, NEI UTSTARCOM shall or shall cause HUTS to take whatever action is deemed necessary by NEC SHARP to insure such protection or prevention. NEC SHARP shall not be obligated to take any action against such infringements, imitations or illegal use and shall have no liability to NEIUTSTARCOM, HUTS and EASTCOM for failure to do so. NEI UTSTARCOM shall or shall cause HUTS to take no action with respect to any infringement, imitation or illegal use of any Intellectual Property Rights INTELLECTUAL PROPERTY RIGHTS unless requested by NEC SHARP to do so. In any circumstances all the proceeds or recovery of any damages awarded in such action shall accrue to NECSHARP. (de) In the event, however, that NEI UTSTARCOM (or HUTS or EASTCOM, as the case may be) is threatened or involved in any infringement or other like litigation in the TerritoryTERRITORY, by reason of its exercise of rights acquired under this Agreement, NEC SHARP will render to NEI UTSTARCOM (or HUTS or EASTCOM, as the case may be) such assistance as NECSHARP, in its sole discretion, deems appropriate in defending such litigation or threatened litigation at the expense of NEIUTSTARCOM. NEC SHARP shall, in view of that the amounts of Royalties mentioned in Article 8 10 is a consideration only for the Intellectual Property RightsINTELLECTUAL PROPERTY RIGHTS, the KnowKNOW-how HOW and other technical information necessary for the construction assembly and operation manufacture of a Plant utilizing NEC's Technology the PRODUCTS, not be held responsible by NEI UTSTARCOM (or HUTS or EASTCOM, as the case may be) (i) for infringement of any patent, utility model right, design, copyright or other intellectual property rights of third parties, or damages or cost involved in any proceeding based on such infringements, (ii) for the validity of any Intellectual Property Rights INTELLECTUAL PROPERTY RIGHTS granted hereunder, or the inability of NEI HUTS (or EASTCOM, as the case may be) to use such Intellectual Property Rights INTELLECTUAL PROPERTY RIGHTS or KnowKNOW-how HOW because of any patent, utility model right, design, copyright or other intellectual property rights of third parties or (iii) for any additional royalties or obligations incurred by NEI UTSTARCOM (or HUTS or EASTCOM, as the case may be) because of any patent, utility model right, design, copyright or other intellectual property rights of third parties. (ef) In the event that NEC SHARP becomes or is made, whether by judicial declaration, settlement, agreement of the relevant parties or in any other manner, responsible for or liable to pay damages, costs, royalties or any other compensation or consideration or to perform any other obligation, whether in respect of past, present or future acts or circumstances (the "Obligation"), to a third party with respect to or arising out of an infringement or alleged infringement of any patent, utility model right right, design, copyright or any other intellectual property right of the third party in the Territory TERRITORY resulting from the operation assembly and manufacture by NEI EASTCOM or sale or distribution by HUTS of the Plant NEC's Technology PRODUCTS hereunder, NEI UTSTARCOM shall or shall cause HUTS and EASTCOM to indemnify and hold harmless NEC SHARP in full, or in part as may be determined by NEC SHARP in its sole discretion, with respect to the Obligation to be paid to or performed for the benefit of the third party. NEC SHARP may, in its sole discretion, determine the manner in which such indemnification by NEI UTSTARCOM (or HUTS or EASTCOM, as the case may be) shall be made. In exercising its discretion pursuant to this paragraph, NEC SHARP shall give due consideration to the contribution of each partyparty (including HUTS and EASTCOM, as the case may be), the particular circumstances of the Obligation and the profit and other benefits received by each party (including HUTS and EASTCOM, as the case may be) hereto in respect of the subject matter of this Agreement.