Combinations and Modifications. Contractor shall have no liability under this Article 19 for any Intellectual Property Claim arising solely from: (i) use of any Deliverable Item in combination with other items not provided by Contractor or its suppliers or subcontractors; or (ii) MSV’s modification of the Deliverable Item, except where such modification was made by or for MSV due to Contractor’s failure to perform a contractual obligation.
Combinations and Modifications. Contractor shall have no liability under Section 14.5.1 or Section 14.5.2 for any Intellectual Property Claim to the extent arising from (i) use of any technology, service or other deliverable furnished by Contractor to Customer under this Contract in combination with other items not provided, recommended, or approved (in writing) by Contractor, (ii) modifications of any technology, service or other deliverable after delivery by a person or entity other than Contractor unless authorized by written directive or instructions furnished by Contractor to Customer under this Contract or (iii) the compliance of any technology, service or other deliverable with specific designs, specifications or instructions of Customer.
Combinations and Modifications. Notwithstanding any other provision of this Article, Seller shall have no liability for any infringement arising from (a) use of the Equipment in combination with other items, unless (i) such combination is described in or reasonably contemplated by the Specifications, (ii) Seller sold, made, provided, or recommended them all as a combination, or (iii) the combination is consistent with the use of the Equipment for its intended purpose and in a manner consistent with the Specifications and this Agreement, or (b) modification of the Equipment after Delivery, unless Seller or an authorized agent of Seller made or specifically recommended or approved the modification, or the modification constitutes normal repair, replacement or implementation of Seller-provided options, enhancements or repair instructions for the Equipment.
Combinations and Modifications. Contractor shall have no liability under this Article 19 for any Intellectual Property Claim arising solely from: (i) use of any Deliverable Item in combination with other items not provided, recommended, or approved by Contractor or its suppliers or subcontractors; or (ii) modifications of any Deliverable Item after Delivery by a person or entity other than Contractor (or its suppliers or subcontractors acting through Contractor) unless, (A) in the case of a Deliverable Item other than the Satellite, such modification was made by such other person or entity due to Contractor’s failure to perform a contractual obligation hereunder (except where Contractor believes such modification would result in an infringement of a third party’s rights), or (B) is authorized by written directive or instructions furnished by Contractor to Purchaser under this Contract; or (iii) the manufacture, Delivery or use of any Deliverable Item in compliance with the design, specification or instructions of Purchaser.
Combinations and Modifications. Contractor shall have no liability under this Article 19 for any Intellectual Property Claim to the extent arising directly from (i) use of any Deliverable Item in combination with other items not provided, recommended, or approved by Contractor or its suppliers or subcontractors or (ii) modifications of any Deliverable Item after Delivery by a Person other than Contractor (or its suppliers or subcontractors acting through Contractor) unless (A) in the case of a Deliverable Item other than the Satellite, such modification was made by such other Person due to Contractor’s failure to perform a contractual obligation hereunder (except where Contractor believes such modification would result in an infringement of a third party’s rights) or (B) is directed in writing by Purchaser to which Contractor has taken written exception including by way of disclaimer.
Combinations and Modifications. Contractor shall have no liability under Article 18.8 or Article 18.9 for any Intellectual Property Claim to the extent arising from: (i) use of any Deliverable Item in combination with other items not provided, contemplated, recommended, or approved by Contractor, in particular the Iridium Block 1, the Secondary Payload and Purchaser’s Furnished Items as set forth in Article 6; (ii) modifications after Delivery of any Deliverable Item by a person or entity other than Contractor unless authorized in writing by Contractor; or (iii) the, Background Purchaser IP; or (iv) Purchaser’s use of its NEXT Successor System Exploit Rights in connection with the NEXT Successor System, provided that in the foregoing items (i) through (iv) such Intellectual Property Claim would not arise absent the occurrence of any combination, modification or Purchaser’s use of its NEXT Successor System Exploit Rights as set forth in this Article 18.10. Notwithstanding the foregoing, if Contractor or a Subcontractor is responsible in part or whole for the development or manufacture of the Secondary Payload, or otherwise, partially or wholly owns the Secondary Payload, then the Secondary Payload provisions of this Article 18.10 shall not apply and will be superseded by the applicable provisions of the Secondary Payload agreement between Purchaser, Contractor and/or Subcontractor.
Combinations and Modifications. Contractor shall have no liability under this Article 19 for any Intellectual Property Claim to the extent arising from (i) use of any Deliverable Item in combination with other items not provided, recommended, or approved by Contractor, or (ii) modifications of any *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions Deliverable Item after Delivery by a person or entity other than Contractor unless authorized by written directive or instructions furnished by Contractor to Purchaser under this Contract or (iii) the manufacture, delivery or use of any Deliverable Item in compliance with the design, specification or instructions of Purchaser.
Combinations and Modifications. Contractor shall have no liability under this Article 19 for any Intellectual Property Claim arising solely from (i) use of Deliverable Items in combination with other items, unless Contractor sold them as a combination or (ii) modifications of Deliverable Items after Delivery, unless expressly permitted by the specifications or Contractor made or specifically recommended the modification. Unless otherwise stated herein, the remedies set forth herein shall be Purchaser’s sole and exclusive remedies for or related to an Intellectual Property Claim.
20.1 Contractor Indemnity All persons furnished by Contractor shall be considered solely Contractor employees or agents, and Contractor shall be responsible for payment of all unemployment, social security and other payroll taxes, including contributions when required by law. Except to the extent due to Purchaser’s negligent acts or omissions, Contractor agrees to indemnify and save harmless Purchaser, its affiliates, and its customers and their officers, directors, employees, successors, and assigns (all hereinafter referred to in this clause as “Purchaser”) from and against any losses, damages, claims, demands, suits, liabilities, and expenses (including reasonable attorneys’ fees) that arise out of or result from: (1) injuries or death to persons or damage to property, (excluding the Satellite), including theft, in any way arising out of or occasioned by, caused or alleged to have been caused by or on account of the performance of this Contract by Contractor or persons furnished by Contractor, (2) assertions under Workers’ Compensation or similar acts made by persons furnished by Contractor or by any subcontractor, or by reason of any injuries to such persons for which Purchaser would be responsible under Workers’ Compensation or similar acts if the persons were employed by Purchaser, (3) any failure on the part of Contractor to satisfy all claims for labor, equipment, materials, and other similar obligations relating directly or indirectly to the performance of this Contract; or (4) any failure by Contractor to perform Contractor obligations under this Article or Article 39.2 or 39.3. Contractor agrees to defend Purchaser, at Purchaser’s request, against any such claim, demand, or suit. Purchaser agrees to notify Contractor within a reasonable time of any written claims or demands against Purchaser for which Contractor is responsible under this Article.
20.2 Purchaser Indemnity All persons furnished by Purcha...
Combinations and Modifications. 40 ARTICLE 19. INDEMNITY -- PERSONAL INJURY/PROPERTY DAMAGE..................... 41 19.1. Contractor's Indemnification of Purchaser........................ 41 19.2. Purchaser's Indemnification of Contractor........................ 41
Combinations and Modifications. Contractor shall have no liability under this Article 18 for any Intellectual Property Claim arising solely from (i) use of Deliverable Items in combination with other items, unless Contractor sold, made or specifically recommended them as a combination, or the specific combination would be necessary for use of the Deliverable Item in the normal course of events in connection with the use of Deliverable Items or (ii) modifications of Deliverable Items after Delivery, unless Contractor made or specifically recommended the modification, or the modification constitutes normal repair, replacement or implementation of Contractor provided options and enhancements for the Deliverable Items sold hereunder.
