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Terms & Conditions of Sale
3. Patent, Copyright and Trade Secret Indemnification.
a) Fantech, at its own expense, will defend and indemnify Customer against
claims that products furnished under this Agreement infringe a United States
patent or copyright, or misappropriate trade secrets protected under United
States law, provided Customer: (i) gives Fantech prompt written notice of
such claims at the following address: 10048 Industrial Blvd, Lenexa, Kansas
66215; (ii) permits Fantech to defend or settle the claims; and provides all
reasonable assistance to Fantech in defending or settling of claims
b) As to any product which is, or in the opinion of Fantech, may become
subject to a claim of infringement or misappropriation, Fantech may elect
to (i) obtain the right of continued use of such product for Customer; or (ii)
replace or modify such product to avoid such claim. If neither alternative
is available on commercially reasonable terms, as determined by Fantech,
then, at the request of Fantech, Customer will discontinue use and return the
Equipment, and Fantech will grant a credit for the price paid to Fantech, less
a reasonable offset for use and obsolescence
c) Fantech will not defend or indemnify Customer if any claim of infringement
or misappropriation (i) is asserted by parent, subsidiary or affiliate of
Customer; (ii) results fr