Subject to any modifications or limitations set forth in any other agreement between Buyer and Seller concerning the subject matter of this Section 7, Seller grants to Buyer a nonexclusive revocable right and license to use any Licensed Information and Licensed Patents (as defined below) (collectively, the “Licensed Information”) in connection with Buyer’s purchase of the products. Title to Licensed Information shall remain with Seller at all times. If requested, Buyer shall execute any document required by Seller to protect Seller’s interest in the Licensed Information. Buyer shall not directly or indirectly sell, copy or transfer, or agree to do so, all or any part of the Licensed Information without Seller’s prior written consent. Regardless whether covered by a separate confidentiality agreement between Buyer and Seller, Buyer shall treat all Licensed Information as confidential, proprietary information of Seller, subject to an obligation of confidentiality binding on Buyer. Only to the extent covered by a separate confidentiality agreement between Buyer and Seller shall Seller be required to treat confidential and proprietary information supplied by Buyer to Seller as being subject to an obligation of confidentiality binding upon Seller. .Except where otherwise agreed by Seller in writing, Buyer has no right to sublicense any Licensed Information. The rights in and to the Licensed Information are absolutely non-assignable and non-transferable by Buyer, regardless whether subject to an obligation of confidentiality. For purposes of this Section 7: “Licensed Patents” means (i) patent applications hereafter submitted by Seller or its affiliates relating to the development, use and marketing of products that are the subject of the agreement between Buyer and Seller (the “Licensed Field”); (ii) all patents issuing or issuable to Seller upon such applications; (iii) all continuations, continuations-in-part, additions, divisions, renewals, extensions, or examinations and reissues of any of the foregoing, claiming inventions in the Licensed Field; (iv) all U.S. or foreign counterparts of any of the foregoing; and (v) any other rights in the Licensed Field necessary for the processing, use or sale of the products and obtained by Seller and, licensed or sublicensed by Seller to Buyer pursuant to the terms hereof and included in this license. “Technical Information” means all existing unpatented proprietary and confidential information, data and know-how in the Licensed Field, discovered, invented, revealed, obtained, used or reduced to practice by Seller, prior to the date of the purchase order and currently possessed by Seller, in connection with the development, manufacture, processing, marketing, use, sale and commercialization of Seller’s products; research data and methods; design data and information (including machinery designs and processing aids formulations and any specifications on production protocols); engineering and test data; product and component specifications; bills of materials; drawings, parts and component lists; production and shipping techniques; methods of product handling; methods of line manufacture; quality control data and methods and any similar or related information; and other data and know-how which Seller is permitted to disclose and license to third parties. All tooling, molds, fixtures, specifications, drawings, designs, data, information, methods, patterns, descriptions, programs, software, ideas and/or inventions made, used, conceived, developed or acquired by Seller incident to its manufacture and delivery to Buyer of products hereunder and all patent, trade-secret, know-how, copyright or other proprietary rights therein, shall be the exclusive property of Seller and no part of the purchase price hereunder shall be deemed applicable to the foregoing items.
From the date of shipment of products manufactured by Seller to Buyer, to the one year anniversary of such shipment date, Seller warrants that the products manufactured by it conform in all material respects to the design, specifications, drawings, samples or other descriptions agreed upon in writing by Seller and Buyer with respect to the products to be manufactured and purchased by Buyer from Seller and as to which these terms and conditions are applicable, and are free of material defects in material and workmanship by Seller. No warranty is given concerning the uses Buyer elects to make of the products shipped hereunder and no warranty is to extend to persons or users or purchasers from Buyer. With respect to the Licensed Information, Seller warrants that Seller has not received any written notice or claim challenging Sellers’ ownership or right to use any of the Licensed Information or Micro-Coax Terms and Conditions of Sale July 2016 Rev. E Page 3 of 4 alleging that Seller is infringing any U.S. intellectual property rights of third parties and, to Seller’s knowledge, Seller has received no written threat of any such claim; and to Seller’s knowledge, no other person or entity is infringing or misappropriating any of Seller’s Licensed Information. The foregoing limited warranties with respect to the products shall not apply to (i) any Products which have been revised, modified, disassembled, abused or otherwise subjected to conditions which exceed original specifications or otherwise repaired or altered by any persons other than Seller so as, in Seller’s opinion, to have adversely affected the product, or to the products once they are incorporated as components of products manufactured by Buyer, (ii) products subjected to negligence, accidents or damage by circumstances beyond Seller’s control, or (iii) products subjected to improper storage or other than normal use or service.. The foregoing limited warranties with respect to the Licensed Information shall not apply to any products manufactured to Buyer’s designs or specifications, or specially designed by Seller to meet Buyer’s requirements and Buyer hereby agrees to indemnify and hold Seller harmless from and against any and all costs, fees, damages and expenses, including reasonable attorney’s fees, arising out of any suit, claim or damage to Seller arising from or out of any patent infringement or other claim of intellectual property infringement by Seller in manufacturing products to meet such of Buyer’s designs, specifications or requirements. Seller hereby certifies that these goods were produced in compliance with all applicable requirements of sections 6, 7, and 12 of the fair labor standards act, as amended, and of regulations and orders of the u.S. Department of labor issued under section 14 thereof. Seller is an equal opportunity employer. All qualified applicants will receive consideration for employment without regard to race, color, creed, sex, or national origin. Seller’s sole and exclusive obligation and Buyer’s sole and exclusive remedy under these terms and conditions or any applicable law for any breach of the limited warranty contained in this Paragraph 8 is expressly limited, at the Seller’s option, to the obligations set forth in the next sentence below and to replace the defective products at the F.O.B. point stated herein or to give credit for such defective products in an amount not to exceed their purchase price; provided, however, that: (i) Buyer reports the defect to Seller in writing and provides a description of the defective product and complete information about the manner of its discovery within 10 days of its discovery and in no event later than one year from the date of shipment; (ii) Seller has the opportunity to investigate the reported defect and determines the defect arises from faulty material or workmanship; and (iii) if deemed appropriate by Seller, Buyer returns the affected product to a location designated by Seller. In addition to the foregoing, Seller shall defend Buyer in any suit or proceeding based on a claim that, prior to their incorporation into any products manufactured or sold by Buyer, the Seller’s standard and unmodified products infringe any United States patents if: Buyer notifies Seller within 15 days after notice of possible infringement and gives Seller the authority, information, and assistance (at Seller’s expense) for the defense of the suit and if Buyer’s use of the products is enjoined in such a suit, Seller shall, at its option: (i) procure for Buyer the right to continue using the products; (ii) modify the products to render them non-infringing; (iii) replace the products