R95-162 ACCEPTING THE PROPOSAL AND AUTHORIZING A CONTRACT

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J ' � � Exhibit A _ In the event disclosure of such information is necessary, a separate Non-Disclosure Agreement will be required. Section 14 PATENT INDEMNIFICATION MOTOROLA agrees to defend, at its expense, any suits against PURCHASER based upon a claim that any products furnished hereunder directly infringes a U.S. patent or copyright, and to pay costs and damages finally awarded in any such suit, provided that MOTOROLA is notified promptly in writing and at MOTOROLA's request and expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any such product(s) furnished hereunder is enjoined as a result such suit, MOTOROLA, at its option and at no expense to PURCHASER, shall obtain PURCHASER the right to use or sell said product(s), modify the product(s) to make it non-infringing or substitute an equivalent product or products reasonably acceptable to PURCHASER and extend this indemnity thereto or, if none of the foregoing remedies are reasonably available to MOTOROLA, accept the return of said product(s) and reimburse PURCHASER the full purchase price therefor, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the combination of any product(s) furnished by MOTOROLA and other elements nor does it extend to any product(s) of PURCHASER's design or formula. Section 15 DISCLAIMER OF PATENT LICENSE Nothing contained in this Agreement shall be deemed to grant, either directly or by implication, estoppel, or otherwise, any license under any patents or patent applications of MOTOROLA, except that PURCHASER shall have the normal non-exclusive royalty- free license to use that is implied, or othen�vise arises by operation of law, in the sale of a product. Section 16 WAIVER Failure or delay on the part of MOTOROLA or PURCHASER to exercise right or power hereunder shall not operate as a waiver thereof. Section 17 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Section 18 ASSIGNABILITY The Agreement may not be assigned by either party hereto other than MOTOROLA may assign this order to one of its Subsidiaries as in the normal course of business. Contract No. 95-10192/IL 5 11/1M95