Indemnity by Federal-Mogul Sample Clauses

Indemnity by Federal-Mogul. Federal-Mogul agrees to indemnify, defend and hold harmless IBM and its Affiliates and their respective officers, directors, employees, contractors, representatives, successors and assigns from any and all Losses and threatened Losses arising from or based on allegations, whenever made, of any of the following: (A) Any third party claims of infringement of any patent, trade secret, copyright or other proprietary rights, alleged to have occurred because of the Federal-Mogul IP, the Federal-Mogul Equipment or other resources provided to IBM by Federal-Mogul (collectively, “Federal-Mogul Provided Resources”) or based upon Federal-Mogul’s activities under any of the Country Agreements, except to the extent that such claim: (1) results from activities which Federal-Mogul was required or instructed in 47 F&A Master Services Agreement writing by IBM to perform; or (2) arises out of: (a) IBM’s modification of the Federal-Mogul Provided Resources (unless such modification was at the written direction of Federal-Mogul); (b) IBM’s combination, operation or use of such Federal-Mogul Provided Resources with products or resources not provided by Federal-Mogul (unless such combination, operation or use was at the written direction of Federal-Mogul); or (c) Federal-Mogul’s compliance with written specifications or directions provided by IBM to Federal-Mogul; (B) Federal-Mogul’s failure to observe or perform any duties or obligations to be observed or performed prior to the applicable Management Date or Assignment Date under any of the applicable Managed Contracts or Assigned Contracts; (C) Federal-Mogul’s breach of its obligations with respect to IBM Confidential Information set forth in Section 18.3;
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Related to Indemnity by Federal-Mogul

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