Common use of Exceptions to Indemnification Clause in Contracts

Exceptions to Indemnification. Supplier will have no obligation to indemnify Indemnitees for claims that Supplier’s Deliverables or Services infringe the intellectual property rights of a third party to the extent such claims arise as a result of: (a) Buyer’s combination of Deliverables or Services with other products, materials, or services not reasonably foreseeable by Supplier and where such infringement or claim would have been avoided in the absence of such combination or (b) Supplier’s implementation of written specifications or requirements from Buyer for specific functionality where (i) such infringement or claim would have been avoided in the absence of such functionality, (ii) such functionality is not present in Supplier’s Deliverables provided to others, and (iii) no non-infringing way of implementing such functionality was available.