this subparagraph shall prevent Distributor from
challenging the validity of any trademark, copyright, or patent. Distributor
agrees not to attach any additional trademarks, logos, or trade names to any
Product. Distributor further agrees not to affix any of the Trademarks to any
product not manufactured or sold by Altera.
11.4 No Continuing Rights in Trademarks. Upon expiration or termination of this
Agreement, Distributor will immediately cease all display, advertising and use
of all Trademarks and will not thereafter use, advertise, or display any name,
mark or
logo which is, or any part of which is, similar to, or confusing with, any
Trademark or other name, mark, logo or designation associated with any Product.
11.5 Obligation to Protect Proprietary Information. Altera and Distributor have
entered into or shall in the future enter into a non-disclosure agreement that
shall set forth the parties' obligations to protect proprietary information.
11.6 Notification of Suspected Infringement. Distributor agrees to notify Altera
of any known or suspected infringement of Altera's trademark, trade secret,
copyright, and patent rights that comes to Distributor's attention. Distributor
also agrees not to induce, encourage, contribute to, or support the infringement
of Altera's trademark, trade secret, copyright, and patent rights or the breach
of the Altera Program License Agreement by Distributor's customers or other
third parties.
11.7 Patent Indemnity.
(a) Altera shall defend any suit, proceeding, or claim of infringement asserted
against Distributor insofar as such suit, proceeding, or claim of infringement
alleges that any Product manufactured and supplied by Altera to Distributor
infringes any duly issued patent, and Altera shall pay all damages and costs
finally awarded therein against Distributor, provided that Altera promptly is
informed and furnished a copy of each communication, notice or other action
relating to the alleged infringement and is given authority, information, and
assistance (at Altera's expense) necessary to defend or settle said suit or
proceeding. Altera shall have the absolute right to control the defense and
settlement of any infringement suit or proceeding for which Distributor seeks
indemnification under this subparagraph. Altera shall not be obligated to defend
or be liable for costs and damages if the infringement arises out of (1)
Products that are manufactured by Altera in accordance with Distributor's
specifications, or (2) the Products being combined with or added to another
product, or (3) the Products being modified after delivery to Distributor by
Altera, or (4) from use of the Products, or any part thereof, in the practice of
a process. Altera's obligations hereunder shall not apply to any infringement
occurring after Distributor has received notice of such suit or proceeding
alleging the infringement unless Altera has given written permission for such
use by Distributor.
(b) If any Products manufactured and supplied by Altera to Distributor shall be
held to infringe any United States patent and Distributor shall be enjoined from
using the same, Altera will at its option and at its expense (1) procure for
Distributor the right to use such Products free of any liability for patent
infringement, or