Common use of Indemnification by Supplier with Respect to Intellectual Property Clause in Contracts

Indemnification by Supplier with Respect to Intellectual Property. Supplier shall, at its expense, indemnify, defend, and hold harmless the CARIAD Indemnitees from any Third-Person claims made against CARIAD or any of its Affiliates and their respective Personnel in full against all loss, liability, damages, costs and expenses, including attorney fees, settlements, professional fees, expert fees, and judgments arising from any claims, actions, or lawsuits alleging that any Goods or Services infringe a Third Person’s copyright, patent, trademark, trade secret or other intellectual property or proprietary right (“Intellectual Property Claim”). CARIAD shall notify Supplier promptly in writing and furnish Supplier with such information and assistance as Supplier may reasonably request to evaluate the Intellectual Property Claim. Supplier shall then, at its own expense and option, either (i) settle the Intellectual Property Claim, or (ii) procure for CARIAD and its Affiliates, as applicable, the right to use the alleged infringing Good or Service, or (iii) replace or modify the alleged infringing Good or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Good or Service and refund the prices (including transportation costs) paid by CARIAD and its Affiliates, as applicable, to Supplier less a reasonable amount directly proportionate to CARIAD’s, and its Affiliates’, as applicable, actual usage of the infringing Good or Service, or (v) litigate the Intellectual Property Claim; provided, however, prior to Supplier taking any of the foregoing responses, the Parties shall meet to discuss the action or actions which Supplier proposes to take in response to the Intellectual Property Claim. If the Parties are unable to agree upon the action or actions to take in response to the Intellectual Property Claim, CARIAD may, at its sole option and without liability, elect to terminate the Order, or any part thereof, as to any alleged infringing Good or Service upon five (5) days prior written notice to Supplier. Regardless of Supplier’s response to the Intellectual Property Claim or CARIAD’s election to terminate the Order, or any part thereof, as to any alleged infringing Good or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or CARIAD and its Affiliates, as applicable, based upon the Intellectual Property Claim. Supplier shall have no obligation to indemnify CARIAD against any Third-Person claims made against CARIAD or any of its Personnel or Affiliates if it is finally determined that liability is the sole result of (i) a modification made to a Good by CARIAD which has not been approved by Supplier or (ii) the use by CARIAD of a Good in combination with goods that are not provided to CARIAD by Supplier and which use is not contemplated by the Order and infringes the Third-Person’s copyright, patent or trade secret.

Indemnification by Supplier with Respect to Intellectual Property. 21.2.1 Supplier shallwill, at its expense, indemnify, defend, defend and hold harmless the CARIAD VWLLC Indemnitees from any Third-Third Person claims made against CARIAD or VWLLC, any of its Affiliates and their respective and/or Personnel in full against all loss, liability, damages, costs and expenses, including attorney fees, settlements, professional fees, expert fees, and judgments arising from any claims, actions, or lawsuits alleging that any Goods or Services infringe Software, Hardware and/or Service infringes a Third Person’s copyright, patent, trademark, patent or trade secret or other intellectual property or proprietary right (“"Intellectual Property Claim”"). CARIAD VWLLC shall notify Supplier promptly in writing and furnish Supplier with such information and assistance as Supplier may reasonably request to evaluate the Intellectual Property Claim. Supplier shall then, at its own expense and option, either (i) settle the Intellectual Property Claim, or (ii) procure for CARIAD and its Affiliates, as applicable, VWLLC the right to use the alleged infringing Good or Software, Hardware and/or Service, or (iii) replace or modify the alleged infringing Good or Software, Hardware and/or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Good or Software, Hardware and/or Service and refund the prices Fees (including transportation costs) paid by CARIAD and its Affiliates, as applicable, VWLLC to Supplier less a reasonable amount directly proportionate to CARIAD’s, and its Affiliates’, as applicable, VWLLC's actual usage of the infringing Good or Software, Hardware and/or Service, or (v) litigate the Intellectual Property Claim; provided, however, prior to Supplier taking any of the foregoing responses, the Parties shall meet to discuss the action or actions which Supplier proposes to take in response to the Intellectual Property Claim. If the Parties are unable to agree upon the action or actions to take in response to the Intellectual Property Claim, CARIAD VWLLC may, at its sole option and without liabilityoption, elect to terminate the Orderterminate, or any part thereof, as to any alleged infringing Good or Service for its convenience and without liability upon five (5) days prior written notice to Supplier, this Agreement as to any alleged infringing Software, Hardware and/or Service. Regardless of Supplier’s 's response to the Intellectual Property Claim or CARIAD’s VWLLC's election to terminate the Order, or any part thereof, this Agreement as to any alleged infringing Good or Software, Hardware and/or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or CARIAD and its Affiliates, as applicable, VWLLC based upon the Intellectual Property Claim. . 21.2.2 Supplier shall have no obligation to indemnify CARIAD VWLLC against any Third-Person claims made against CARIAD VWLLC or any of its Personnel or Affiliates if it is finally determined that liability is the sole result of (i) a modification made to a Good by CARIAD VWLLC which has not been approved by Supplier or (ii) the use by CARIAD VWLLC of a Good in combination with goods that are not provided to CARIAD VWLLC by Supplier and which use is not contemplated by the Order and infringes the Third-Person’s copyright, patent or trade secret.

Indemnification by Supplier with Respect to Intellectual Property. 8.2.1 Supplier shall, at its expense, indemnify, defend, and hold harmless the CARIAD VGCA Indemnitees from any Third-Person claims made against CARIAD VGCA or any of its Affiliates and their respective Personnel in full against all loss, liability, damages, costs and expenses, including attorney feeslegal costs (on a full indemnity basis), settlements, professional fees, expert fees, and judgments arising from any claims, actions, or lawsuits alleging that any Goods or Services infringe a Third Person’s copyright, patent, trademark, trade secret or other intellectual property or proprietary right (“Intellectual Property Claim”). CARIAD VGCA shall notify Supplier promptly in writing and furnish Supplier with such information and assistance as Supplier may reasonably request to evaluate the Intellectual Property Claim. Supplier shall then, at its own expense and option, either (i) settle the Intellectual Property Claim, or (ii) procure for CARIAD VGCA and its Affiliates, as applicable, the right to use the alleged infringing Good or Service, or (iii) replace or modify the alleged infringing Good or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Good or Service and refund the prices (including transportation costs) paid by CARIAD VGCA and its Affiliates, as applicable, to Supplier less a reasonable amount directly proportionate to CARIADVGCA’s, and its Affiliates’, as applicable, actual usage of the infringing Good or Service, or (v) litigate the Intellectual Property Claim; provided, however, prior to Supplier taking any of the foregoing responses, the Parties shall meet to discuss the action or actions which Supplier proposes to take in response to the Intellectual Property Claim. If the Parties are unable to agree upon the action or actions to take in response to the Intellectual Property Claim, CARIAD VGCA may, at its sole option and without liability, elect to terminate the Order, or any part thereof, as to any alleged infringing Good or Service upon five (5) days prior written notice to Supplier. Regardless of Supplier’s response to the Intellectual Property Claim or CARIADVGCA’s election to terminate the Order, or any part thereof, as to any alleged infringing Good or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or CARIAD VGCA and its Affiliates, as applicable, based upon the Intellectual Property Claim. . 8.2.2 Supplier shall have no obligation to indemnify CARIAD VGCA against any Third-Person claims made against CARIAD VGCA or any of its Personnel or Affiliates if it is finally determined that liability is the sole result of (i) a modification made to a Good by CARIAD VGCA which has not been approved by Supplier or (ii) the use by CARIAD VGCA of a Good in combination with goods that are not provided to CARIAD VGCA by Supplier and which use is not contemplated by the Order and infringes the Third-Person’s copyright, patent or trade secret.

Indemnification by Supplier with Respect to Intellectual Property. 8.2.1 Supplier shall, at its expense, indemnify, defend, and hold harmless the CARIAD Scout Indemnitees from any Third-Person claims made against CARIAD Scout or any of its Affiliates and their respective Personnel in full against all loss, liability, damages, costs and expenses, including attorney fees, settlements, professional fees, expert fees, and judgments arising from any claims, actions, or lawsuits alleging that any Goods or Services, or any product or service into which such Goods or Services are incorporated, infringe a Third Person’s copyright, patent, patent application, utility model, industrial design, trademark, moral right, know-how, trade secret or any other intellectual property or proprietary right of any kind or nature whatsoever (“Intellectual Property Claim”). CARIAD Scout shall notify Supplier promptly in writing and furnish Supplier with such information and assistance as Supplier may reasonably request to evaluate the Intellectual Property Claim. Supplier shall then, at its own expense and option, either (i) settle the Intellectual Property Claim, or (ii) procure for CARIAD Scout and its Affiliates, as applicable, the right to use the alleged infringing Good or Service, or (iii) replace or modify the alleged infringing Good or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Good or Service and refund the prices (including transportation costs) paid by CARIAD Scout and its Affiliates, as applicable, to Supplier less a reasonable amount directly proportionate to CARIADScout’s, and its Affiliates’, as applicable, actual usage of the infringing Good or Service, or (v) litigate the Intellectual Property Claim; provided, however, prior to Supplier taking any of the foregoing responses, the Parties shall meet to discuss the action or actions which Supplier proposes to take in response to the Intellectual Property Claim. If the Parties are unable to agree upon the action or actions to take in response to the Intellectual Property Claim, CARIAD Scout may, at its sole option and without liability, elect to terminate the Order, or any part thereof, as to any alleged infringing Good or Service upon five (5) days prior written notice to Supplier. Regardless of Supplier’s response to the Intellectual Property Claim or CARIADScout’s election to terminate the Order, or any part thereof, as to any alleged infringing Good or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or CARIAD Scout and its Affiliates, as applicable, based upon the Intellectual Property Claim. . 8.2.2 Supplier shall have no obligation to indemnify CARIAD Scout against any Third-Third- Person claims made against CARIAD Scout or any of its Personnel or Affiliates if it is finally determined that liability is the sole result of (i) a modification made to a Good by CARIAD Scout which has not been approved by Supplier or (ii) the use by CARIAD Scout of a Good in combination with goods that are not provided to CARIAD Scout by Supplier and which use is not contemplated by the Order and infringes the Third-Person’s copyright, patent or trade secret.

Indemnification by Supplier with Respect to Intellectual Property. 21.2.1 Supplier shallwill, at its expense, indemnify, defend, defend and hold harmless the CARIAD VWGOA Indemnitees from any Third-Third Person claims made against CARIAD or VWGOA, any of its Affiliates and their respective and/or Personnel in full against all loss, liability, damages, costs and expenses, including attorney fees, settlements, professional fees, expert fees, and judgments arising from any claims, actions, or lawsuits alleging that any Goods or Services infringe Software, Hardware and/or Service infringes a Third Person’s copyright, patent, trademark, patent or trade secret or other intellectual property or proprietary right (“"Intellectual Property Claim”"). CARIAD VWGOA shall notify Supplier promptly in writing and furnish Supplier with such information and assistance as Supplier may reasonably request to evaluate the Intellectual Property Claim. Supplier shall then, at its own expense and option, either (i) settle the Intellectual Property Claim, or (ii) procure for CARIAD and its Affiliates, as applicable, VWGOA the right to use the alleged infringing Good or Software, Hardware and/or Service, or (iii) replace or modify the alleged infringing Good or Software, Hardware and/or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Good or Software, Hardware and/or Service and refund the prices Fees (including transportation costs) paid by CARIAD and its Affiliates, as applicable, VWGOA to Supplier less a reasonable amount directly proportionate to CARIAD’s, and its Affiliates’, as applicable, VWGOA's actual usage of the infringing Good or Software, Hardware and/or Service, or (v) litigate the Intellectual Property Claim; provided, however, prior to Supplier taking any of the foregoing responses, the Parties shall meet to discuss the action or actions which Supplier proposes to take in response to the Intellectual Property Claim. If the Parties are unable to agree upon the action or actions to take in response to the Intellectual Property Claim, CARIAD VWGOA may, at its sole option and without liabilityoption, elect to terminate the Orderterminate, or any part thereof, as to any alleged infringing Good or Service for its convenience and without liability upon five (5) days prior written notice to Supplier, this Agreement as to any alleged infringing Software, Hardware and/or Service. Regardless of Supplier’s 's response to the Intellectual Property Claim or CARIAD’s VWGOA's election to terminate the Order, or any part thereof, this Agreement as to any alleged infringing Good or Software, Hardware and/or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or CARIAD and its Affiliates, as applicable, VWGOA based upon the Intellectual Property Claim. . 21.2.2 Supplier shall have no obligation to indemnify CARIAD VWGOA against any Third-Person claims made against CARIAD VWGOA or any of its Personnel or Affiliates if it is finally determined that liability is the sole result of (i) a modification made to a Good by CARIAD VWGOA which has not been approved by Supplier or (ii) the use by CARIAD VWGOA of a Good in combination with goods that are not provided to CARIAD VWGOA by Supplier and which use is not contemplated by the Order and infringes the Third-Person’s copyright, patent or trade secret.