Common use of Indemnification of 3D Line Clause in Contracts

Indemnification of 3D Line. Subject to the provisions of Section 7.4, ViewRay will defend, indemnify, and hold harmless ViewRay and its Affiliates, officers, directors, employees, agents, and their successors and assigns (each, in such capacity, each an “3D Line Indemnified Party”) from and against any Losses arising from any third party claim or proceeding against the 3D Line Indemnified Party(ies) by any third party to the extent that such claim or proceeding is based on: (a) any third party allegation of infringement of third party Intellectual Property Rights, where such claim is based upon the combination, operation or use of the 60-Leaf MLCs with non-3D Line technology and/or products in a manner not expressly contemplated by this Agreement if such claim of infringement would have been avoided but for such combination, operation or use; or (b) any third party allegation of product liability or personal injury arising from or relating to the 60-Leaf MLCs or other ViewRay products or services (other than due to a manufacturing defect by 3D Line with respect to the 60-Leaf MLCs). The foregoing indemnification action shall not apply in the event and to the extent that such Losses arose as a result of any 3D Line Indemnified Party’s negligence, intentional misconduct or breach of this Agreement.

Indemnification of 3D Line. Subject to the provisions of Section 7.4, ViewRay will defend, indemnify, and hold harmless ViewRay and its Affiliates, officers, directors, employees, agents, and their successors and assigns (each, in such capacity, each an “3D Line Indemnified Party”) from and against any Losses arising from any third party claim or proceeding against the 3D Line Indemnified Party(ies) by any third party to the extent that such claim or proceeding is based on: (a) any third party allegation of infringement of third party Intellectual Property Rights, where such claim is based upon the combination, operation or use of the 60-Leaf [***] MLCs with non-3D Line technology and/or products in a manner not expressly contemplated by this Agreement if such claim of infringement would have been avoided but for such combination, operation or use; or (b) any third party allegation of product liability or personal injury arising from or relating to the 60-Leaf [***] MLCs or other ViewRay products or services (other than due to a manufacturing defect by 3D Line with respect to the 60-Leaf [***] MLCs). The foregoing indemnification action shall not apply in the event and to the extent that such Losses arose as a result of any 3D Line Indemnified Party’s negligence, intentional misconduct or breach of this Agreement. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.