Common use of Indemnification by Oxford Clause in Contracts

Indemnification by Oxford. Oxford shall defend, indemnify and hold harmless Customer against damages finally awarded in any legal action brought by a third party against the Customer alleging that the Goods or the Software, when used for the Specific Use, in accordance with this Agreement, the Documentation and the Specifications, infringe the Intellectual Property Rights of a third party which are valid and enforceable under the laws of the U.S., U.K. 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 breach of this Agreement, including other than the Specific Use, Specifications or Documentation (b) the use of the Goods or the Software in combination with any products, primers, materials, work flows, reagents, consumables, software, or services not provided by Oxford, (c) Customer’s modification of the Goods or the Software or (d) Customer’s failure to use of a non-infringing work around made available by Oxford for no additional cost. 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 defence, (iii) allow Oxford, at its sole option, to solely control the defence or settlement of the claim and (iv) give Oxford reasonable information, cooperation, and assistance. This indemnity is the Oxford Group’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 or Software.‌

Indemnification by Oxford. Oxford shall defend, indemnify and hold harmless Customer against damages finally awarded in any legal action brought by a third party against the Customer alleging that the Goods or the Software, when used for the Specific Use, in accordance with this Agreement, the Documentation and the Specifications, infringe the Intellectual Property Rights of a third party which are valid and enforceable under the laws of the U.S., U.K. 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 breach of this Agreement, including other than the Specific Use, Specifications or Documentation (b) the use of the Goods or the Software in combination with any products, primers, materials, work flows, reagents, consumables, software, or services not provided by Oxford, (c) Customer’s modification of the Goods or the Software or (d) Customer’s failure to use of a non-infringing work around made available by Oxford for no additional cost. 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 defence, (iii) allow Oxford, at its sole option, to solely solely‌ control the defence or settlement of the claim and (iv) give Oxford reasonable information, cooperation, and assistance. This indemnity is the Oxford Group’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 or Software.‌Software.

Indemnification by Oxford. Oxford shall defend, indemnify and hold harmless Customer against damages finally awarded in any legal action brought by a third party against the Customer alleging that the Goods or the Software, when used for the Specific Use, in accordance with this Agreement, the Documentation and the Specifications, infringe the Intellectual Property Rights of a third party which are valid and enforceable under the laws of the U.S., U.K. 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 breach of this Agreement, including other than the Specific Use, Specifications or Documentation (b) the use of the Goods or the Software in combination with any products, primers, materials, work flows, reagents, consumables, software, or services not provided by Oxford, (c) Customer’s modification of the Goods or the Software or (d) Customer’s failure to use of a non-infringing work around made available by Oxford for no additional cost. 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 defence, (iii) allow Oxford, at its sole option, to solely control the defence or settlement of the claim and (iv) give Oxford reasonable information, cooperation, and assistance. This indemnity is the Oxford Group’s only liability to CustomerTHIS INDEMNITY IS THE OXFORD GROUP’S ONLY LIABILITY TO CUSTOMER, and Customer’s only remedyAND CUSTOMER’S ONLY REMEDY, for any infringement of Intellectual Property Rights by or in connection with any of the Goods or Software.‌FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY OR IN CONNECTION WITH ANY OF THE GOODS OR SOFTWARE.‌