Last updated: March 21, 2022
If suit is instituted by any part against Purchaser for alleged infringement of a United States patent by use or sale by Purchaser of any equipment furnished hereunder, Company shall defend the suit at its own expense where the following conditions are met. (1) The equipment is of Company’s design or specification; (2) the patent in suit was granted prior to complete shipment of the equipment; (3) a claim in suit is for apparatus or a system (as distinguished from a method or a process) and covers only equipment furnished hereunder; (4) Purchaser gives Company prompt written notice of institution of the suit, written authorization to defend the suit, and all obtainable information and assistance needed to defend the suit.
If any suit which Company has agreed to defend as aforesaid, if Company’s equipment is held to infringe an apparatus or system claim, Company shall pay all damages and costs finally awarded against Purchaser on account of such infringement. Company shall not be liable under any compromise made without its consent. If by reason of such infringement Purchaser is enjoined from using any equipment furnished hereunder, Company will, at its option and at its expense, either (a) procure for Purchaser the right to continue using the enjoined equipment, (b) replace it with non-infringing equipment, (c) modify it to render it non-infringing or (d) remove it and refund the sum paid therefore, including transportation and installation costs. Purchaser shall hold Company harmless from liability, cost and expense with respect to alleged infringements of a United States patent by any equipment furnished hereunder when any of the conditions set forth above is not present. This paragraph states Company’s entire liability to Purchaser with respect to patents.