OF PRODUCTS TO THE CUSTOMER.
19.
CONFIDENTIALITY
19.1
THE PARTIES HERETO HAVE ENTERED INTO A SEPARATE NON-DISCLOSURE
AGREEMENT (THE "NDA"), ATTACHED HERETO AS EXHIBIT C, THE TERMS OF WHICH SHALL
GOVERN THE RIGHTS AND OBLIGATIONS OF THE PARTIES WITH RESPECT TO CONFIDENTIAL
INFORMATION DISCLOSED BY EITHER PARTY.
19.2
DISTRIBUTOR ACKNOWLEDGES ITS OBLIGATION UNDER THE NDA TO ENSURE
THAT ALL OF ITS EMPLOYEES HAVING ACCESS TO INFORMATION IN CONNECTION WITH THE
PRODUCT SHALL BE BOUND BY CONFIDENTIALITY OBLIGATIONS THAT PROTECT FROM
UNAUTHORIZED DISCLOSURE THE CONFIDENTIAL AND/OR PROPRIETARY INFORMATION OF
XILINX AND ITS CUSTOMERS WITH AT LEAST THE SAME DEGREE OF CARE THAT DISTRIBUTOR
GIVES TO ITS OWN CONFIDENTIAL INFORMATION, BUT NO LESS THAN REASONABLE CARE.
DISTRIBUTOR FURTHER AGREES TO INDEMNIFY XILINX AND ITS CUSTOMERS (COLLECTIVELY
THE "INDEMNITEES") FOR ANY AND ALL LOSSES, WHETHER TANGIBLE OR INTANGIBLE AND
WITHOUT REGARD TO THE NATURE THEREOF, THAT ARE INCURRED BY THE INDEMNITEES AS A
RESULT OF A BREACH BY ANY OF ITS EMPLOYEES OF ITS CONFIDENTIALITY OBLIGATIONS
UNDER THE NDA.
20.
INTELLECTUAL PROPERTY INDEMNIFICATION
20.1
EXCEPT AS STATED HEREIN, XILINX AGREES, AT ITS OWN EXPENSE, TO
DEFEND, HOLD HARMLESS, AND INDEMNIFY AGAINST CLAIMS, DEMANDS, OR PROCEEDINGS
BEFORE A COURT OF COMPETENT JURISDICTION (COLLECTIVELY "CLAIMS") INSTITUTED
AGAINST DISTRIBUTOR, ITS SUCCESSORS AND ASSIGNS, ("INDEMNITEES") FROM ALL LOSS,
DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND COSTS OF
ESTABLISHING RIGHTS TO INDEMNIFICATION) WHICH MAY BE
XILINX CONFIDENTIAL
Note: Confidential treatment has been requested for the portion of this Exhibit
10.1 designated with [* * *].
The copy filed herewith omits the information
subject to the confidentiality request.
A complete version of this Exhibit has
been filed separately.
INCURRED BY AN INDEMNITEE BASED ON AN ALLEGED INFRINGE­MENT BY PRODUCT OF VALID
PATENTS, COPYRIGHTS OR MASK WORK RIGHTS OF THIRD PARTIES, OR ANY ALLEGED
DISCLOSURE OR MISUSE BY XILINX OF TRADE SECRETS OF A THIRD PARTY IN CONNECTION
WITH THE DESIGN OR PRODUCTION OF PRODUCT.
THE INDEMNITEES AGREE TO PERMIT
XILINX THROUGH ITS COUNSEL TO DEFEND OR SETTLE THE SAME, IN ITS SOLE DISCRETION,
AND GIVE XILINX ALL NECESSARY INFORMATION, ASSISTANCE AND AUTHORITY REQUIRED
THEREBY.
IF, AS A RESULT OF A CLAIM, DISTRIBUTOR IS ENJOINED FROM SELLING OF A
PRODUCT PURCHASED FROM XILINX, XILINX SHALL, AT ITS ELECTION, (I) SECURE FOR
DISTRIBUTOR THE RIGHT TO SELL THE PRODUCT, (II) PROVIDE DISTRIBUTOR WITH
REPLACEMENT PRODUCT THAT IS NON-INFRINGING, OR (III) IF XILINX CANNOT SECURE
SUCH RIGHTS OR PROVIDE SUCH REPLACEMENT PRODUCT ON COMMERCIALLY REASONABLE
TERMS, REFUND TO DISTRIBUTOR THE PRICE PAID FOR SUCH PRODUCT AND DISCONTINUE
SUPPLY OF SUCH PRODUCT.
THIS SECTION STATES THE ENTIRE LIABILITY OF XILINX AND
THE SOLE AND EXCLUSIVE REMEDY OF DISTRIBUTOR WITH RESPECT TO CLAIMS RELATING TO
THE PRODUCTS.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION, ALL WARRANTIES
AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, STATUTORY, EXPRESS, OR
IMPLIED ARE HEREBY EXPRESSLY DISCLAIMED.
20.2
EXCLUSIONS; INFRINGEMENT INDEMNIFICATION BY DISTRIBUTOR. XILINX
SHALL NOT BE LIABLE FOR ANY COSTS OR EXPENSES INCURRED WITHOUT ITS PRIOR WRITTEN
AUTHORIZATION, AND SHALL HAVE NO OBLIGATION OR LIABILITY FOR