Common use of By Flextronics Clause in Contracts

By Flextronics. Flextronics shall, at its expense and at Nortel Networks’ request, indemnify and defend all Nortel Companies against any claim or action brought against any Nortel Company by a third party to the extent that such claim is based on an assertion that any method or process used or practiced by Flextronics in or during the Production Effort or any Service provided by Flextronics under this Agreement infringes any patent, copyright or trademark, or violates any trade secret or other proprietary right of a third party, unless such method or process was specifically requested by Nortel Networks or Flextronics has met its obligations under Sections 4.4.4(g), 6.3.3(g) and 6.3.6(b). In any such case Flextronics shall pay any pre-judgment and pre-settlement costs as well as any resulting costs and damages finally awarded against Nortel Networks or agreed to in any settlement, and Nortel Networks’ reasonable attorneys’ or patent agent’s or other expert’s fees incurred in connection therewith, provided that (a) Nortel Networks promptly notifies Flextronics in writing of any such claim, (b) Flextronics has sole control of the defence and all related settlement negotiations, and (c) Nortel Networks reasonably cooperates, at Flextronics’s cost, in the defence and furnishes all related evidence under its control. Notwithstanding the foregoing, Flextronics shall have no liability under Section 15.1 to the extent the alleged infringement or violation: (a) arises from Nortel Networks’ modification or alteration of the information supplied by Flextronics relating to the Production Effort or the Services, and such modification or alteration is not authorized by Flextronics; (b) would not have arisen but for the combination of the information provided by Flextronics or other result of such method or process or Service provided by Flextronics with any other product or technology not supplied by Flextronics, or not authorized by Flextronics.

By Flextronics. Flextronics shall, at its expense and at Nortel Networks’ request, indemnify and defend all Nortel Companies against any claim or action brought against any Nortel Company by a third party to the extent that such claim is based on an assertion that any method or process used or practiced by Flextronics in or during the Production Effort or provision of any Service provided by Flextronics under this Agreement infringes any patent, copyright or trademark, or violates any trade secret or other proprietary right of a third party, unless such method or process was specifically requested by Nortel Networks or Flextronics has met its obligations under Sections 4.4.4(g), 6.3.3(g) and 6.3.6(b)[•]. In any such case Flextronics shall pay any pre-judgment and pre-settlement costs as well as any resulting costs and damages finally awarded against Nortel Networks or agreed to in any settlement, and Nortel Networks’ reasonable attorneys’ or patent agent’s or other expert’s fees incurred in connection therewith, provided that (a) Nortel Networks promptly notifies Flextronics in writing of any such claim, (b) Flextronics has sole control of the defence defense and all related settlement negotiations, and (c) Nortel Networks reasonably cooperates, at Flextronics’s ’ cost, in the defence defense and furnishes all related evidence under its control. Notwithstanding the foregoing, Flextronics shall have no liability under Section 15.1 14.1 to the extent the alleged infringement or violation: (a) arises from Nortel Networks’ modification or alteration of the information supplied by Flextronics relating to the Production Effort or the Repair Services, and such modification or alteration is not authorized by Flextronics; (b) would not have arisen but for the combination of the information provided by Flextronics or other result of such method or process or Service provided by Flextronics with any other product or technology not supplied by Flextronics, or not authorized by Flextronics.