Common use of Infringement Claims Clause in Contracts

Infringement Claims. 5.1 XXXX will, at its expense, defend, indemnify and hold Customer harmless from any claim or suit brought against Customer alleging that a Product infringes a patent, copyright or trade secret, and XXXX will pay all costs and damages in a settlement or award resulting therefrom, if Customer promptly notifies XXXX of the claim and gives XXXX reasonably requested information and cooperation and sole authority to defend and settle the claim. 5.2 In handling the claim, XXXX may obtain, at no additional charge to Customer, the right for Customer to continue using the Product at issue, or replace or modify it so that it becomes non-infringing. If XXXX is unable to reasonably secure those remedies, and if Customer must discontinue use of an infringing Product then, in addition to providing the defense and indemnification set forth above, XXXX may terminate the license to the infringing Product and refund to Customer, on a pro rata basis, the share of any license fees prepaid by Customer for the future portion of the term that would have remained but for such termination. 5.3 XXXX’x indemnification does not apply, and Customer correspondingly will defend, indemnify and hold XXXX harmless, to the extent that the alleged infringement is caused by: (i) use of a Product in connection with goods, computer code, or services not furnished by XXXX; (II) if the Product is combined with other non-XXXX products, applications or processes not authorized by XXXX, but solely to the extent the alleged infringement is caused by such combination ;(iii) XXXX'x compliance with Customer’s instructions, designs or specifications; or (iv)modifications by anyone other than XXXX or its contractors. 5.4 Each party’s obligations and liabilities to the other for third party intellectual property infringement claims, and each party’s rights and remedies against the other for such claims, are solely and exclusively set forth in this Section of the Agreement.

Infringement Claims. 5.1 XXXX Xxxx will, at its expense, defend, indemnify and hold Customer harmless from any claim or suit brought against Customer alleging that a Product infringes a patent, copyright or trade secret, and XXXX Xxxx will pay all costs and damages in a settlement or award resulting therefrom, if Customer promptly notifies XXXX Xxxx of the claim and gives XXXX Xxxx reasonably requested information and cooperation and sole authority to defend and settle the claim. 5.2 In handling the claim, XXXX Xxxx may obtain, at no additional charge to Customer, the right for Customer to continue using the Product at issue, or replace or modify it so that it becomes non-infringing. If XXXX Xxxx is unable to reasonably secure those remedies, and if Customer must discontinue use of an infringing Product then, in addition to providing the defense and indemnification set forth above, XXXX Xxxx may terminate the license to the infringing Product and refund to Customer, on a pro rata basis, the share of any license fees prepaid by Customer for the future portion of the term that would have remained but for such termination. 5.3 XXXX’x Xxxx’x indemnification does not apply, and Customer correspondingly will defend, indemnify and hold XXXX Xxxx harmless, to the extent that the alleged infringement is caused by: (i) use of a Product in connection with goods, computer code, or services not furnished by XXXXXxxx; (II) if the Product is combined with other non-XXXX Xxxx products, applications or processes not authorized by XXXXXxxx, but solely to the extent the alleged infringement is caused by such combination ;(iii) XXXX'x Xxxx'x compliance with Customer’s instructions, designs or specifications; or (iv)modifications by anyone other than XXXX Xxxx or its contractors. 5.4 Each party’s obligations and liabilities to the other for third party intellectual property infringement claims, and each party’s rights and remedies against the other for such claims, are solely and exclusively set forth in this Section of the Agreement.