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

Indemnification by Supplier with Respect to Intellectual Property. 21.2.1 Supplier will, at its expense, indemnify, defend and hold harmless the VWGOA Indemnitees from any Third Person claims made against VWGOA, any of its Affiliates and/or Personnel alleging that any Software, Hardware and/or Service infringes a Third Person’s copyright, patent or trade secret ("Intellectual Property Claim"). 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 VWGOA the right to use the alleged infringing Software, Hardware and/or Service, or (iii) replace or modify the alleged infringing Software, Hardware and/or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Software, Hardware and/or Service and refund the Fees (including transportation costs) paid by VWGOA to Supplier less a reasonable amount directly proportionate to VWGOA's actual usage of the infringing 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, VWGOA may, at its sole option, elect to terminate, 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 response to the Intellectual Property Claim or VWGOA's election to terminate this Agreement as to any alleged infringing 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 VWGOA based upon the Intellectual Property Claim.

Indemnification by Supplier with Respect to Intellectual Property. 21.2.1 8.2.1 Supplier willshall, at its expense, indemnify, defend defend, and hold harmless the VWGOA VGCA Indemnitees from any Third Third-Person claims made against VWGOA, VGCA or any of its Affiliates and/or and their respective Personnel in full against all loss, liability, damages, costs and expenses, including legal costs (on a full indemnity basis), settlements, professional fees, expert fees, and judgments arising from any claims, actions, or lawsuits alleging that any Software, Hardware and/or Service infringes Goods or Services infringe a Third Person’s copyright, patent or patent, trademark, trade secret or other intellectual property or proprietary right ("“Intellectual Property Claim"”). VWGOA 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 VWGOA VGCA and its Affiliates, as applicable, the right to use the alleged infringing Software, Hardware and/or Good or Service, or (iii) replace or modify the alleged infringing Software, Hardware and/or Good or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Software, Hardware and/or Good or Service and refund the Fees prices (including transportation costs) paid by VWGOA VGCA and its Affiliates, as applicable, to Supplier less a reasonable amount directly proportionate to VWGOA's VGCA’s, and its Affiliates’, as applicable, actual usage of the infringing Software, Hardware and/or 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, VWGOA VGCA may, at its sole optionoption and without liability, elect to terminateterminate the Order, for its convenience and without liability or any part thereof, as to any alleged infringing Good or Service 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 VWGOA's VGCA’s election to terminate this Agreement the Order, or any part thereof, as to any alleged infringing Software, Hardware and/or Good or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or VWGOA VGCA and its Affiliates, as applicable, based upon the Intellectual Property Claim.

Indemnification by Supplier with Respect to Intellectual Property. 21.2.1 Supplier will, at its expense, indemnify, defend and hold harmless the VWGOA VWLLC Indemnitees from any Third Person claims made against VWGOAVWLLC, any of its Affiliates and/or Personnel alleging that any Software, Hardware and/or Service infringes a Third Person’s copyright, patent or trade secret ("Intellectual Property Claim"). VWGOA 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 VWGOA VWLLC the right to use the alleged infringing Software, Hardware and/or Service, or (iii) replace or modify the alleged infringing Software, Hardware and/or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Software, Hardware and/or Service and refund the Fees (including transportation costs) paid by VWGOA VWLLC to Supplier less a reasonable amount directly proportionate to VWGOAVWLLC's actual usage of the infringing 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, VWGOA VWLLC may, at its sole option, elect to terminate, 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 response to the Intellectual Property Claim or VWGOAVWLLC's election to terminate this Agreement as to any alleged infringing 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 VWGOA VWLLC based upon the Intellectual Property Claim.

Indemnification by Supplier with Respect to Intellectual Property. 21.2.1 Supplier willshall, at its expense, indemnify, defend defend, and hold harmless the VWGOA CARIAD Indemnitees from any Third Third-Person claims made against VWGOA, CARIAD or any of its Affiliates and/or 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 Software, Hardware and/or Service infringes Goods or Services infringe a Third Person’s copyright, patent or patent, trademark, trade secret or other intellectual property or proprietary right ("“Intellectual Property Claim"”). VWGOA 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 VWGOA CARIAD and its Affiliates, as applicable, the right to use the alleged infringing Software, Hardware and/or Good or Service, or (iii) replace or modify the alleged infringing Software, Hardware and/or Good or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Software, Hardware and/or Good or Service and refund the Fees prices (including transportation costs) paid by VWGOA CARIAD and its Affiliates, as applicable, to Supplier less a reasonable amount directly proportionate to VWGOA's CARIAD’s, and its Affiliates’, as applicable, actual usage of the infringing Software, Hardware and/or 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, VWGOA CARIAD may, at its sole optionoption and without liability, elect to terminateterminate the Order, for its convenience and without liability or any part thereof, as to any alleged infringing Good or Service 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 VWGOA's CARIAD’s election to terminate this Agreement the Order, or any part thereof, as to any alleged infringing Software, Hardware and/or Good or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or VWGOA 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 8.2.1 Supplier willshall, at its expense, indemnify, defend defend, and hold harmless the VWGOA Scout Indemnitees from any Third Third-Person claims made against VWGOA, Scout or any of its Affiliates and/or 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 SoftwareGoods or Services, Hardware and/or Service infringes or any product or service into which such Goods or Services are incorporated, infringe a Third Person’s copyright, patent, patent or 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"”). VWGOA 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 VWGOA Scout and its Affiliates, as applicable, the right to use the alleged infringing Software, Hardware and/or Good or Service, or (iii) replace or modify the alleged infringing Software, Hardware and/or Good or Service in order to avoid the Intellectual Property Claim, or (iv) remove the alleged infringing Software, Hardware and/or Good or Service and refund the Fees prices (including transportation costs) paid by VWGOA Scout and its Affiliates, as applicable, to Supplier less a reasonable amount directly proportionate to VWGOA's Scout’s, and its Affiliates’, as applicable, actual usage of the infringing Software, Hardware and/or 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, VWGOA Scout may, at its sole optionoption and without liability, elect to terminateterminate the Order, for its convenience and without liability or any part thereof, as to any alleged infringing Good or Service 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 VWGOA's Scout’s election to terminate this Agreement the Order, or any part thereof, as to any alleged infringing Software, Hardware and/or Good or Service, Supplier shall remain obligated to defend the Intellectual Property Claim and to pay any final judgments awarded against Supplier and/or VWGOA Scout and its Affiliates, as applicable, based upon the Intellectual Property Claim.