Common use of INDEMNIFICATION – INTELLECTUAL PROPERTY Clause in Contracts

INDEMNIFICATION – INTELLECTUAL PROPERTY. The Contractor will defend at its expense any suit brought against NASPO, NASPO ValuePoint, Participating State or Purchasing Entity, (“Customer”) to the extent it is based on a third party claim alleging Contractor manufactured equipment or Contractor software (“Contractor Product”) directly infringes a United States patent or copyright (“Intellectual Property Claim”) if Contractor receives reasonably prompt written notice of such claim or suit. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If an Intellectual Property Claim occurs, or in Contractor’s opinion is likely to occur, Contractor may at its option and expense: (a) procure for Customer the right to continue using the Contractor Product; (b) replace or modify the Contractor Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Contractor Product and grant Customer a credit for the Contractor Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards.