Common use of Contractor Intellectual Property Indemnification Clause in Contracts

Contractor Intellectual Property Indemnification. (a) Subject to paragraph (a) of Article 18.2 (Owner's Intellectual Property Indemnification), Contractor shall indemnify, defend, and hold harmless Owner from any and all Losses arising from, in connection with, or based on any allegations made by third parties (including Subcontractors of Contractor) that Owner's possession or use of the Work, or any part thereof, infringes any third-party U.S., Canadian or Mexican Intellectual Property Right. (b) If the use of the Work or any part thereof is enjoined, Contractor shall, or, if in Contractor's reasonable opinion the Work or any part thereof is likely to be enjoined, Contractor may, in either case at its expense, either procure for Owner the right to use the Work or infringing part thereof, as the case may be, or substitute an equivalent product reasonably acceptable to Owner, or modify the Work or infringing part thereof to render them non-infringing without materially affecting their utility or functionality. If Contractor determines that none of these alternatives is reasonably available or feasible, Contractor shall meet with Owner to address the matter and reach an equitable solution reasonably acceptable to Owner. (c) Contractor's obligations under this Article 18.1 (Contractor Intellectual Property Indemnification) shall be subject to Article 20.3 (Indemnification Procedures). (d) The foregoing sets forth Owner's sole remedy and Contractor's sole and entire obligations with respect to any claims of infringement or misappropriation of Intellectual Property Rights arising out of or related to the Work.