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Seller shall defend, indemnify and hold harmless Buyer from all costs and expenses related to any suit, claim or proceeding brought against Buyer or its customers to the extent based on a claim that any Seller manufacturing process used to manufacture goods hereunder (other than those specifically required by Buyer) constitutes # an infringement of any patent, copyright or trademark of any third party in any Covered Jurisdiction (as defined below), or # a misappropriation of the subject matter of any trade secret or other intellectual property right of any third party in any Covered Jurisdiction . Buyer shall defend, indemnify and hold Seller harmless from all cost and expenses related to any suit, claim or proceeding brought against Seller or its customers to the extent based on a claim that any design or specification provided by Buyer to Seller hereunder constitutes # an infringement of any patent, copyright or trademark of any third party in any Covered Jurisdiction, or # a misappropriation of the subject matter of any trade secret or other intellectual property right of any third party in any Covered Jurisdiction. For purposes of this Section 17, “Covered Jurisdiction” means the [...​...]. The indemnified party shall notify the indemnifying party promptly and give authority, information, and assistance (at the indemnifying party’s expense) for the defense of same, and the indemnifying party shall pay all damages and costs awarded therein. If use of the goods is enjoined as a result of an infringement for which Seller is responsible hereunder, Seller shall, at its own expense and option, either # procure for Buyer the right to continue using the goods, or # modify the goods so that they become non-infringing, or # replace the goods with non-infringing goods. [...​...].

INTELLECTUAL PROPERTY INDEMNIFICATION. Seller shall defend, indemnifyindemnify, defend and hold Buyer harmless Buyer from all costs and expenses related to any suit, claim or proceeding brought against Buyer or its customers to the extent based on a claim that any Seller manufacturingarticle or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process used to manufacture goods hereunder (other than those specifically required by Buyer)necessarily resulting from the use thereof, constitutes # an infringement of any patent, copyright or trademark of any third party in any Covered Jurisdiction (as defined below), or # a misappropriation of the subject matter of anycopyright, trademark, trade secret or other intellectual propertyproperly right of any third party in any Covered Jurisdiction .party. Buyer shall defend, indemnify and holdnotify Seller harmless from all cost and expenses related topromptly of any such suit, claim or proceeding brought against Seller or its customers to the extent based on a claim that any design or specification provided by Buyer to Seller hereunder constitutes # an infringement of any patent, copyright or trademark of any third party in any Covered Jurisdiction, or # a misappropriation of the subject matter of any trade secret or other intellectual property right of any third party in any Covered Jurisdiction. For purposes of this Section 17, “Covered Jurisdiction” means the [...​...]. The indemnified party shall notify the indemnifying party promptly and give Seller authority, information, and assistance (at the indemnifying party’Seller’s expense) for the defense of same, and the indemnifying partySeller shall pay all damages and costs awarded therein. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyer’s consent, such consent not to be unreasonably withheld. If use of the goodssaid article, apparatus, part, device or process is enjoined as a result of an infringement for which Seller is responsible hereunder,enjoined, Seller shall, at its own expense and al its option, either # procure for Buyer the right to continue using the goods,said article or # modify the goods so that they become non-infringing,apparatus, part, process or #device, or replace the goodssame with a non-infringing goods. [...​...].equivalent.

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