Common use of Indemnification by Oxford Clause in Contracts

Indemnification by Oxford. Subject to these terms and conditions, including, without limitation, the exclusions listed below, Oxford shall defend, indemnify and hold harmless Customer against damages up to one million U.S. Dollars finally awarded in any legal action brought by a third party against the Customer alleging that the Goods, when used for Research Use, in accordance with this Agreement, the Documentation and the Goods’ Specifications, infringe the Intellectual Property Rights of a third party which are valid and enforceable under the laws of the U.S. or any Member State of the European Union. Oxford has no obligation to defend, indemnify or hold harmless Customer for any such infringement claim to the extent such infringement arises from: (a) the use of the Goods in any manner or for any purpose other than Research Use, (b) the use of the Goods in any manner not in accordance with the Specifications, the Documentation or this Agreement, (c) the use of the Goods in combination with any other products, materials or services not provided by Oxford, (d) the use of the Goods to perform any process not supplied by Oxford, (e) Customer’s breach of any terms of this Agreement, (f) Customer’s modification of the Goods or (g) Customer’s failure to acquire additional Intellectual Property Rights necessary to use the Goods outside the scope of this Agreement (together, the “Excluded Claims”). As a condition to this indemnity, Customer must (i) notify Oxford in writing as soon as Customer becomes aware of any claim, (ii) not admit any liability or take any other action in connection with the claim that could affect a defense, (iii) allow Oxford, at its sole option, to solely control the defense or settlement of the claim and (iv) give Oxford reasonable information, cooperation and assistance. THIS INDEMNITY IS OXFORD’S ONLY LIABILITY TO CUSTOMER, AND CUSTOMER’S ONLY REMEDY, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY OR IN CONNECTION WITH ANY OF THE GOODS.

Indemnification by Oxford. Subject to these terms and conditions, including, without limitation, the exclusions listed below, Oxford shall defend, indemnify and hold harmless Customer against damages up to one million U.S. Dollars finally awarded in any legal action brought by a third party against the Customer alleging that the GoodsGoods or Software, when used for Research Use, in accordance with this Agreement, the Documentation and the Goods’ Specifications, infringe the Intellectual Property Rights of a third party which are valid and enforceable under the laws of the U.S. or any Member State of the European Union. Oxford has no obligation to defend, indemnify or hold harmless Customer for any such infringement claim to the extent such infringement arises from: (a) the use of the Goods or Software in any manner or for any purpose other than Research Use, (b) the use of the Goods or Software in any manner not in accordance with the Specifications, the Documentation or this Agreement, (c) the use of the Goods or Software in combination with any other products, materials or services not provided by OxfordOxford (for the avoidance of doubt, other than the Operating System), (d) the use of the Goods or Software to perform any process not supplied by Oxford, (e) Customer’s breach of any terms of this Agreement, (f) Customer’s modification of the Goods or Software or (g) Customer’s failure to acquire additional Intellectual Property Rights necessary to use the Goods or Software outside the scope of this Agreement (together, the “Excluded Claims”)Agreement. As a condition to this indemnity, Customer must (i) notify Oxford in writing as soon as Customer becomes aware of any claim, (ii) not admit any liability or take any other action in connection with the claim that could affect a defense, (iii) allow Oxford, at its sole option, to solely control the defense or settlement of the claim and (iv) give Oxford reasonable information, cooperation and assistance. THIS INDEMNITY IS OXFORDXXXXXX’S ONLY LIABILITY TO CUSTOMER, AND CUSTOMER’S ONLY REMEDY, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY OR IN CONNECTION WITH ANY OF THE GOODSGOODS OR SOFTWARE.

Indemnification by Oxford. Subject to these terms and conditions, including, without limitation, the exclusions listed below, Oxford shall defend, indemnify and hold harmless Customer against damages up to one million U.S. Dollars finally awarded in any legal action brought by a third party against the Customer alleging that the Goods, when used for Research Use, in accordance with this Agreement, the Documentation and the Goods’ Specifications, infringe the Intellectual Property Rights of a third party which are valid and enforceable under the laws of the U.S. or any Member State of the European Union. Oxford has no obligation to defend, indemnify or hold harmless Customer for any such infringement claim to the extent such infringement arises from: (a) the use of the Goods in any manner or for any purpose other than Research Use, (b) the use of the Goods in any manner not in accordance with the Specifications, the Documentation or this Agreement, (c) the use of the Goods in combination with any other products, materials or services not provided by OxfordOxford (for the avoidance of doubt, other than the Operating System), (d) the use of the Goods to perform any process not supplied by Oxford, (e) Customer’s breach of any terms of this Agreement, (f) Customer’s modification of the Goods or (g) Customer’s failure to acquire additional Intellectual Property Rights necessary to use the Goods outside the scope of this Agreement (together, the “Excluded Claims”). As a condition to this indemnity, Customer must (i) notify Oxford in writing as soon as Customer becomes aware of any claim, (ii) not admit any liability or take any other action in connection with the claim that could affect a defense, (iii) allow Oxford, at its sole option, to solely control the defense or settlement of the claim and (iv) give Oxford reasonable information, cooperation and assistance. THIS INDEMNITY IS OXFORD’S ONLY LIABILITY TO CUSTOMER, AND CUSTOMER’S ONLY REMEDY, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY OR IN CONNECTION WITH ANY OF THE GOODS.

Indemnification by Oxford. Subject to these terms and conditions, including, without limitation, the exclusions listed below, Oxford shall defend, indemnify and hold harmless Customer against damages up to one million U.S. Dollars finally awarded in any legal action brought by a third party against the Customer alleging that the GoodsGoods or the Software, when used for Research Use, in accordance with this Agreement, the Documentation and the Goods’ Specifications, infringe the Intellectual Property Rights of a third party which are valid and enforceable under the laws of the U.S. or any Member State of the European Union. Oxford has no obligation to defend, indemnify or hold harmless Customer for any such infringement claim to the extent such infringement arises from: (a) the use of the Goods or the Software in any manner or for any purpose other than Research Use, (b) the use of the Goods or the Software in any manner not in accordance with the Specifications, the Documentation or this Agreement, (c) the use of the Goods or the Software in combination with any other products, materials or services not provided by Oxford, (d) the use of the Goods or the Software to perform any process not supplied by Oxford, (e) Customer’s breach of any terms of this Agreement, (f) Customer’s modification of the Goods or the Software or (g) Customer’s failure to acquire additional Intellectual Property Rights necessary to use the Goods or the Software outside the scope of this Agreement (together, the “Excluded Claims”)Agreement. As a condition to this indemnity, Customer must (i) notify Oxford in writing as soon as Customer becomes aware of any claim, (ii) not admit any liability or take any other action in connection with the claim that could affect a defense, (iii) allow Oxford, at its sole option, to solely control the defense or settlement of the claim and (iv) give Oxford reasonable information, cooperation and assistance. THIS INDEMNITY IS OXFORDXXXXXX’S ONLY LIABILITY TO CUSTOMER, AND CUSTOMER’S ONLY REMEDY, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY OR IN CONNECTION WITH ANY OF THE GOODSGOODS OR SOFTWARE.