Indemnification by STRATEC Sample Clauses
Indemnification by STRATEC. STRATEC shall indemnify, defend and hold harmless QTX, its Affiliates, and its respective employees, contractors and agents, from and against any liability, damage, loss, cost or expense (including, but not limited to, reasonable attorneys’ fees and court costs) (collectively, “Losses”), to the extent they arise out of or result from any Third Party claims or suits made or brought against QTX to the extent such Losses arise out of or relate to (i) STRATEC’s gross negligence, recklessness or willful and wanton conduct causing physical property damage, bodily harm or death; (ii) product liability claims causing bodily harm or death to an operational user or owner of the Instruments (not a user or a person relying on any test results generated by the Instrument) (iii) that arise out of a Third Party lawsuit or other legal action alleging infringement or misappropriation of (A) any patents published or validly in existence as of the Effective Date issued in the U.S. (excluding any software patent claims not considered patentable outside the U.S.), by the European Patent Office, or the German Patent Office, (B) copyright, or (iii) trade secret of any Third Party, related to STRATEC deliverables under this Agreement. The foregoing indemnification obligations shall not apply to the extent that any Losses are the result of (1) QTX’s breach, gross negligence, recklessness or willful and wanton conduct, (2) instructions, information, designs or other materials furnished by QTX to STRATEC hereunder, (3) QTX’s continuing the allegedly infringing activity after or after being informed and provided with modifications that would have avoided the alleged infringement. Stratec shall have sole control over the defense of the claim and any negotiation for its settlement or compromise; provided, however, that QTX may, at its expense, employ separate counsel to monitor (but not control) the defense and settlement of any claim. STRATEC’s identity obligation under this Section shall not extend to claims to the extent based on: (x) an unauthorized modification of the Instrument or its included software made by QTX where the software or Instrument without such modification would not be infringing, (y) QTX’s technical contribution during the course of development under the Development or this Agreement (“Technical Contribution”) where the Instrument or software without such QTX’s Technical Contribution would not be infringing; or (z) QTX’s use of superseded or altered version of an...
Indemnification by STRATEC. STRATEC shall indemnify, defend and hold harmless QUOTIENT, its Affiliates, and its respective employees, contractors and agents, from and against any liability, damage, loss, cost or expenses ( including, but not limited to, reasonable attorneys’ fees and court costs) (collectively, “Losses”), (A) to the extent they arise out of or result from any third party claims or suits made or brought against QUOTIENT to the extent such Losses arise out of or relate to STRATEC’s gross negligence, recklessness or willful and wanton conduct causing physical property damage, bodily harm or death; or (B) are awarded against QUOTIENT by a court of competent jurisdiction pursuant to a final judgment in favor of the owner of (i) any published patents issued in the U.S. (excluding any software
Indemnification by STRATEC. 1. STRATEC hereby agrees to defend, indemnify, and hold harmless Gen-Probe and its Affiliates and their officers, directors, employees and agents from all expenses, costs, legal fees, and damages arising out of any claim which results in physical damage to property and/or personal injury (including death) due to any grossly negligent act or omission of STRATEC and, if applicable, its suppliers.
2. To the extent not otherwise provided for and addressed by the Development Agreement, STRATEC hereby agrees to defend, indemnify, and hold harmless Gen-Probe and its Affiliates and their officers, directors, employees and agents from all expenses, costs, legal fees, and damages arising out of any third party claim of patent infringement where the relevant patent was issued prior to completion of development of the Panther Validation Instrument, but the use of the patented technology in the Panther was not disclosed by STRATEC to Gen-Probe. In the event of any third party claim subject to this indemnity obligation, the parties shall meet and confer in good faith and in discuss the claim and potential responses (including implementation of alternative technologies to avoid the claim of infringement). Neither party shall respond to the third party, or take any other legal action beyond the discussions between the parties themselves, for a period of ninety days from receipt, in order to facilitate the discussion of potential responses.
3. STRATEC hereby agrees to defend, indemnify, and hold harmless Gen-Probe and its Affiliates from all additional or incremental expenses, costs and damages arising out of or related to the failure of production instruments manufactured by or on behalf of STRATEC to comply with the Reliability Requirements. For the sake of clarity and the avoidance of doubt, the parties agree that STRATEC’s indemnity obligation shall only include instrument and component failures resulting from instrument hardware and software design and/or manufacturing, and that STRATEC’s indemnity obligation shall not include instrument failures resulting from user error, poor field service, or other causes beyond STRATEC’s direct control. “User error” shall not include failures resulting from operator actions to the extent such failures (A) were reasonably foreseeable and (B) could have been reasonably prevented by software or hardware design (in a manner consistent with (i) the Instrument’s intended use and (ii) industry practices in effect prior to STRATEC’s Relea...
Indemnification by STRATEC. STRATEC shall indemnify, defend and hold harmless QUOTIENT, its Affiliates, and its respective employees, contractors and agents, from and against any liability, damage, loss, cost or expenses (including, but not limited to, reasonable attorneys’ fees and court costs) (collectively, “Losses”) arising out of any claim solely and exclusively, (A) to the extent they arise out of or result from any third party claims or suits made or brought against QUOTIENT to the [***] CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION. extent such Losses arise out of or relate to STRATEC’s sole gross negligence, recklessness or willful and wanton conduct causing physical property damage, bodily harm or death; or (B) are awarded against QUOTIENT by a court of competent jurisdiction pursuant to a final judgment in favor of the owner of (i) any published patents issued in the U.S. (excluding any software patent claims not considered patentable outside the U.S.), by the European Patent Office, or the German Patent Office, (ii) copyright, or (iii) trade secret of any third party, all published or validly in existence as of the Effective Date of the Development Agreement, as a direct result of any claim of infringement of any such patent, copyright or misappropriation of any trade secret related to the Instruments and/or any STRATEC sole deliverables under this Agreement. The foregoing indemnification obligations shall not apply to the extent that any Losses are the result of QUOTIENT’s breach, gross negligence, recklessness or willful and wanton conduct. STRATEC’s indemnity obligation under this Section shall not extend to claims based on: (i) an unauthorized modification of the Instrument or its included software made by QUOTIENT where the software or Instrument without such modification would not be infringing, (ii) QUOTIENT’s agreed upon technical contribution during the course of development under this Agreement (“Technical Contribution”) where the Instrument or software without such QUOTIENT’s Technical Contribution would not be infringing, or (iii) QUOTIENT’s use of superseded or altered version of any Instrument or software if infringement would have been avoided by the use of subsequently revised software or Instrument and provided such new Instrument or software has been provided to QUOTIENT.