Customer Intellectual Property Indemnification. (a) Customer shall indemnify, defend, and hold harmless Contractor from any and all Losses arising from, in connection with, or based on any allegations made by third parties that the Work or any Deliverable Item or any part thereof infringes any third-party Intellectual Property Right to the extent such infringement is based on (i) any Intellectual Property provided by Customer (or by others, other than Contractor or its Subcontractors, acting on behalf of Customer); or (ii) any modification by Customer (or any entity, other than Contractor or its Subcontractors, acting on behalf of Customer) of the Work or any part thereof; or (iii) any written requests, specifications or instructions provided by Customer to the extent the infringement arises from compliance with such written requests, instructions or specifications. (b) Customer's obligations under this Article 21.2 (Customer Intellectual Property Indemnification) shall be subject to Article 24.4 (Indemnification Procedures).
Appears in 2 contracts
Samples: Satellite Purchase Contract (Xm Satellite Radio Holdings Inc), Satellite Purchase Contract (Xm Satellite Radio Holdings Inc)
Customer Intellectual Property Indemnification. (a) Customer shall indemnify, defend, and hold harmless Contractor from any and all Losses arising from, in connection with, or based on any allegations made by third parties that the Work or any Deliverable Item or any part thereof infringes any third-party Intellectual Property Right to the extent such infringement is based on (i) any Intellectual Property provided by Customer (or by others, other than Contractor or its Subcontractors, acting act ing on behalf of Customer); or (ii) any modification by Customer (or any entity, other than Contractor or its Subcontractors, acting on behalf of Customer) of the Work or any part thereof; or (iii) any written requests, specifications or instructions provided by Customer to the extent the infringement arises from compliance with such written requests, instructions or specifications.
(b) Customer's obligations under this Article 21.2 (Customer Intellectual Property Indemnification) shall be subject to Article 24.4 (Indemnification Procedures).
Appears in 1 contract
Samples: Satellite Purchase Contract (Xm Satellite Radio Holdings Inc)
Customer Intellectual Property Indemnification. (a) Customer shall indemnify, defend, and hold harmless Contractor from any and all Losses arising from, in connection with, or based on any allegations made by third parties that the Work or any Deliverable Item or any part thereof infringes any third-party Intellectual Property Right to the extent such infringement is based on (i) any Intellectual Property provided by Customer (or by others, other than Contractor or its Subcontractors, acting on behalf of Customer); or (ii) any modification by Customer (or any entity, other than Contractor or its Subcontractors, acting on behalf of Customer) of the Work or any part thereof; or (iii) any written requests, specifications or instructions provided by Customer to the extent the infringement arises from compliance with such written requests, instructions or specifications.
(b) Customer's ’s obligations under this Article 21.2 (Customer Intellectual Property Indemnification) shall be subject to Article 24.4 (Indemnification Procedures).
Appears in 1 contract
Samples: Satellite Purchase Contract (Xm Satellite Radio Holdings Inc)