United States patent or copyright, if ESCO is promptly provided Notice and given authority,
information, and assistance in a timely manner for the defense of said suit or proceeding.
ESCO will pay the damages and costs awarded in any suit or proceeding so defended.
ESCO will not be responsible for any settlement of such suit or proceeding made without
its prior written consent. In case the Work, or any part thereof, as a result of any suit or
proceeding so defended is held to constitute infringement or its use by Customer is
enjoined, ESCO will, at its option and its own expense, either: (i) procure for Customer the
right to continue using said Work; (ii) replace it with substantially equivalent non-infringing
Work; or (iii) modify the Work so it becomes non-infringing.
(b) ESCO will have no duty or obligation to Customer under Section 5.17(a) to the extent
that the Work is: (i) modified by Customer or its contractors after delivery; or, (ii) combined
by Customer or its contractors with items not furnished hereunder and by reason of said
design, instruction, modification, or combination a suit is brought against Customer. In
addition, if by reason of such modification or combination, a suit or proceeding is brought
against ESCO, unless expressly prohibited by law, Customer shall protect ESCO in the
same manner and to the same extent that ESCO has agreed to protect Customer underthe
provisions of Section 5.17(a) above.
(c) THIS SECTION 5.17 IS AN EXCLUSIVE STATEMENT OF ALL THE DUTIES OFTHE
PARTIES RELATING TO PATENTS AND COPYRIGHTS, AND DIRECT OR
CONTRIBUTORY PATENT OR COPYRIGHT AND OF ALL THE REMEDIES OF
CUSTOMER RELATING TO ANY CLAIMS, SUITS, OR PROCEEDINGS INVOLVING
PATENTS AND COPYRIGHTS. Compliance with Section 5.17 as provided herein shall
constitute fulfillment of all liabilities of the parties under the Contract with respect to
intellectual property indemnification.
17 ESCO Contract — Nashua Schools & EEI, Inc.
