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Infringement Of Patents
[Name 1] is engaged in the manufacture of ______________________ which are alleged to be infringements of certain patents.
[Name 2] wishes to be protected against loss by reason of purchasing and selling _________ and to be indemnified upon any guaranty that B may give to any person or persons purchasing and using such _______________.
Therefore, it is agreed between the parties that [Name 1] will sell [Name 2] at (--%) below list price, and that [Name 2] shall retain (--%) of the list price to secure and indemnify them against loss and damage in defending any suit brought against them because of their purchase or sale of such ________________________; also to protect and indemnify them against loss caused by any guaranty given to any person or persons in case any suit should be instituted against them on account of using such ______________________ purchased from [Name 2].
[Name 2] shall retain the (--%) in case of ________________________ already purchased by them as well as those to be purchased to secure and indemnify them against loss as provided above.
[Name 2] shall, at the expiration of one year, if all litigation has been finally settled which in any way affects the right of [Name 2] to purchase or sell the ____________________, or in any way affects the rights of any person or persons in using any of the _________ which person or persons purchased of [Name 2], pay over to [Name 1] the (--%) of the list price retained by them, with interest, for the purpose set forth in this agreement. Provided, however, that such payment shall not be required to be made unless [Name 1] shall make good to [Name 2] all loss, expense and damage, if any, which [Name 2] has suffered by reason of any such suits instituted against them or on account of any such suit brought against persons to whom [Name] has sold ________________________.
[Name 2] shall give immediate notice to [Name 1] of any and all suits instituted against [Name 2] on account of the purchasing or selling the _________, and also shall give immediate notice of any and all suits instituted against any person or persons on account of the person or persons using the _________ which were sold to the person or persons by [Name 2].
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [County]
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____