INDEMNIFICATION AGREEMENT
This Agreement,
effective as of the first date below written, is made by
and between PACESETTER, INC., a St. Jude
Medical Company, d.b.a. St. Jude
Medical Cardiac Rhythm Management Division,
15900 Valley View Court, Sylmar,
California 91392-9221 (hereinafter referred
to as "CRMD") and NVE CORPORATION,
11409 Valley View Road, Eden Prairie,
Minnesota 55344 (hereinafter referred to
as "VENDOR").
1. CRMD will
indemnify, defend, and hold harmless VENDOR and its officers,
directors, employees, agents, and
contractors from and against any and all
losses, claims, damages, liabilities, and
expenses (including reasonable
attorneys fees) arising out of or based
upon CRMD's incorporation of a Giant
Magnetoresistive Sensor Component designed
and/or manufactured by VENDOR to be
used as part of CRMD's Cardiac Pacemakers,
Defibrillators, Electrodes, Leads,
and Programmers, and Components Therefor.
VENDOR shall give CRMD written notice
of any such claim within fifteen (15) days
and shall cooperate in the defense
of such claim at CRMD's expense.
Further, VENDOR agrees
that CRMD shall have
sole control over the defense or settlement
of any such claim, action or
proceeding, including, but not limited to,
the right to select defense counsel,
and
