Infringement Indemnification. A. In lieu of any other warranty by Seller to Buyer against intellectual property infringement, statutory or otherwise, express or implied, Seller will defend, indemnify, and hold harmless Buyer, Xxxxx’s officers, agents, employees, and customers against all suits or actions, claims and liabilities, including costs, based on a claim that use or sale of any Products delivered under this Order infringes any patent, trade secret, copyright, or other intellectual property right of third parties. B. Buyer shall notify Seller in writing of such claim and Buyer shall provide Seller with reasonable information and assistance, at Seller’s expense, for the defense thereof. C. If the use or sale of the Product is enjoined as a result of a suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customer the right to use and sell the Product or shall substitute an equivalent Product acceptable to Buyer and extend this indemnification thereto. D. Seller’s obligation shall not apply to Products manufactured by Seller pursuant to detailed designs developed by Buyer and furnished to Seller under an Order, which does not require research, development, or design work by Seller. Seller’s obligation shall also not apply to any infringement arising from the use or sale of Products in combination with Products not delivered by Seller if such infringement would not have occurred but for such combined use unless such combination was reasonably foreseeable. E. Notwithstanding the foregoing, when this Order is performed under the authorization and consent of the U.S. Government to infringe United States Patents, Seller’s liability for Seller’s patent infringement under this Order shall be coextensive with Buyer’s liability.
Appears in 5 contracts
Samples: Purchase Order Terms and Conditions Services Contract – Government, Purchase Order Terms and Conditions Services Contract – Government, Purchase Order Terms and Conditions Services Contract – Government
Infringement Indemnification. A. In lieu of any other warranty by Seller to Buyer against intellectual property infringement, statutory statu- tory or otherwise, express or implied, Seller will defend, indemnify, and hold harmless Buyer, Xxxxx’s officers, agents, employees, and customers custom- ers against all suits or actions, claims and liabilitiesliabili- ties, including costs, based on a claim that use or sale of any Products delivered under this Order infringes any patent, trade secret, copyright, or other intellectual property right of third parties.
B. Buyer shall notify Seller in writing of such claim and Buyer shall provide Seller with reasonable information and assistance, at Seller’s expense, for the defense thereof.
C. If the use or sale of the Product is enjoined as a result of a suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customer the right to use and sell the Product or shall substitute an equivalent Product acceptable to Buyer and extend this indemnification thereto.
D. Seller’s obligation shall not apply to Products manufactured by Seller pursuant to detailed designs developed by Buyer and furnished to Seller under an Order, which does not require research, development, or design work by Seller. Seller’s obligation shall also not apply to any infringement arising from the use or sale of Products in combination with Products not delivered deliv- ered by Seller if such infringement would not have occurred but for such combined use unless such combination was reasonably foreseeable.
E. Notwithstanding the foregoing, when this Order is performed under the authorization and consent of the U.S. Government to infringe United States Patents, Seller’s liability for Seller’s patent infringement under this Order shall be coextensive with BuyerXxxxx’s liability.
Appears in 4 contracts
Samples: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions Services Contract, Purchase Order Terms and Conditions
Infringement Indemnification. A. In lieu of any other warranty by Seller to Buyer against intellectual property infringement, statutory statu- tory or otherwise, express or implied, Seller will defend, indemnify, and hold harmless Buyer, Xxxxx’s officers, agents, employees, and customers cus- tomers against all suits or actions, claims and liabilities, including costs, based on a claim that use or sale of any Products delivered under this Order infringes any patent, trade secret, copyright, or other intellectual property right of third parties.
B. Buyer shall notify Seller in writing of such claim and Buyer shall provide Seller with reasonable information and assistance, at Seller’s expense, for the defense thereof.
C. If the use or sale of the Product is enjoined as a result of a suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customer the right to use and sell the Product or shall substitute an equivalent Product acceptable to Buyer and extend this indemnification thereto.
D. Seller’s obligation shall not apply to Products manufactured by Seller pursuant to detailed designs developed by Buyer and furnished to Seller under an Order, which does not require research, development, or design work by Seller. Seller’s obligation shall also not apply to any infringement arising from the use or sale of Products in combination with Products not delivered deliv- ered by Seller if such infringement would not have occurred but for such combined use unless such combination was reasonably foreseeable.
E. Notwithstanding the foregoing, when this Order is performed under the authorization and consent of the U.S. Government to infringe United States Patents, Seller’s liability for Seller’s patent infringement under this Order shall be coextensive with BuyerXxxxx’s liability.
Appears in 4 contracts
Samples: Purchase Order Terms and Conditions Services Contract, Purchase Order Terms and Conditions Services Contract – Government, Purchase Order Terms and Conditions Services Contract
Infringement Indemnification. A. In lieu of any other warranty by Seller to Buyer against intellectual property infringement, statutory statu- tory or otherwise, express or implied, Seller will defend, indemnify, and hold harmless Buyer, Xxxxx’s officers, agents, employees, and customers custom- ers against all suits or actions, claims and liabilitiesliabili- ties, including costs, based on a claim that use or sale of any Products delivered under this Order infringes any patent, trade secret, copyright, or other intellectual property right of third parties.
B. Buyer shall notify Seller in writing of such claim and Buyer shall provide Seller with reasonable information and assistance, at Seller’s expense, for the defense thereof.
C. If the use or sale of the Product is enjoined as a result of a suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customer the right to use and sell the Product or shall substitute an equivalent Product acceptable to Buyer and extend this indemnification thereto.
D. Seller’s obligation shall not apply to Products manufactured by Seller pursuant to detailed designs developed by Buyer and furnished to Seller under an Order, which does not require research, development, or design work by Seller. Seller’s obligation shall also not apply to any infringement arising from the use or sale of Products in combination with Products not delivered deliv- ered by Seller if such infringement would not have occurred but for such combined use unless such combination was reasonably foreseeable.
E. Notwithstanding the foregoing, when this Order is performed under the authorization and consent of the U.S. Government to infringe United States Patents, Seller’s liability for Seller’s patent infringement under this Order shall be coextensive with Buyer’s liability.
Appears in 3 contracts
Samples: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions, Purchase Order Terms and Conditions
Infringement Indemnification. A. In lieu of any other warranty by Seller to Buyer against intellectual property infringement, statutory statu- tory or otherwise, express or implied, Seller will defend, indemnify, and hold harmless Buyer, Xxxxx’s officers, agents, employees, and customers cus- tomers against all suits or actions, claims and liabilities, including costs, based on a claim that use or sale of any Products delivered under this Order infringes any patent, trade secret, copyright, or other intellectual property right of third parties.
B. Buyer shall notify Seller in writing of such claim and Buyer shall provide Seller with reasonable information and assistance, at Seller’s expense, for the defense thereof.
C. If the use or sale of the Product is enjoined as a result of a suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customer the right to use and sell the Product or shall substitute an equivalent Product acceptable to Buyer and extend this indemnification thereto.
D. Seller’s obligation shall not apply to Products manufactured by Seller pursuant to detailed designs developed by Buyer Xxxxx and furnished to Seller under an Order, which does not require research, development, or design work by Seller. Seller’s obligation shall also not apply to any infringement arising from the use or sale of Products in combination with Products not delivered deliv- ered by Seller if such infringement would not have occurred but for such combined use unless such combination was reasonably foreseeable.
E. Notwithstanding the foregoing, when this Order is performed under the authorization and consent of the U.S. Government to infringe United States Patents, Seller’s liability for Seller’s patent infringement under this Order shall be coextensive with BuyerXxxxx’s liability.
Appears in 2 contracts
Samples: Purchase Order Terms and Conditions Services Contract, Purchase Order Terms and Conditions Services Contract – Government
Infringement Indemnification. A. In lieu of any other warranty by Seller to Buyer against intellectual property infringement, statutory statu- tory or otherwise, express or implied, Seller will defend, indemnify, and hold harmless Buyer, Xxxxx’s officers, agents, employees, and customers custom- ers against all suits or actions, claims and liabilitiesliabili- ties, including costs, based on a claim that use or sale of any Products delivered under this Order infringes any patent, trade secret, copyright, or other intellectual property right of third parties.
B. Buyer X. Xxxxx shall notify Seller in writing of such claim and Buyer shall provide Seller with reasonable information and assistance, at Seller’s expense, for the defense thereof.
C. If the use or sale of the Product is enjoined as a result of a suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customer the right to use and sell the Product or shall substitute an equivalent Product acceptable to Buyer and extend this indemnification thereto.
D. Seller’s obligation shall not apply to Products manufactured by Seller pursuant to detailed designs developed by Buyer Xxxxx and furnished to Seller under an Order, which does not require research, development, or design work by Seller. Seller’s obligation shall also not apply to any infringement arising from the use or sale of Products in combination with Products not delivered deliv- ered by Seller if such infringement would not have occurred but for such combined use unless such combination was reasonably foreseeable.
E. Notwithstanding the foregoing, when this Order is performed under the authorization and consent of the U.S. Government to infringe United States Patents, Seller’s liability for Seller’s patent infringement under this Order shall be coextensive with Buyer’s liability.
Appears in 2 contracts
Samples: Purchase Order Terms and Conditions Services Contract – Commercial, Purchase Order Terms and Conditions Services Contract
Infringement Indemnification. A. In lieu of any other warranty by Seller to Buyer against intellectual property infringement, statutory statu- tory or otherwise, express expressed or implied, Seller will defend, indemnify, and hold harmless Buyer, Xxxxx’s officers, agents, employees, and customers cus- tomers against all suits or actions, claims and liabilities, including costs, based on a claim that use or sale of any Products delivered under this Order infringes any patent, trade secret, copyright, or other intellectual property right of third parties.
B. Buyer shall notify Seller in writing of such claim and Buyer shall provide Seller with reasonable information and assistance, at Seller’s expense, for the defense thereof.
C. If the use or sale of the Product is enjoined as a result of a suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customer the right to use and sell the Product or shall substitute an equivalent Product acceptable to Buyer and extend this indemnification thereto.
D. Seller’s obligation shall not apply to Products manufactured by Seller pursuant to detailed designs developed by Buyer Xxxxx and furnished to Seller under an Order, which does not require research, development, or design work by Seller. Seller’s obligation shall also not apply to any infringement arising from the use or sale of Products in combination with Products not delivered deliv- ered by Seller if such infringement would not have occurred but for such combined use unless such combination was reasonably foreseeable.
E. Notwithstanding the foregoing, when this Order is performed under the authorization and consent of the U.S. Government to infringe United States Patents, Seller’s liability for Seller’s patent infringement under this Order shall be coextensive with BuyerXxxxx’s liability.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Infringement Indemnification. A. In lieu of any other warranty by Seller to Buyer against intellectual property infringement, statutory statu- tory or otherwise, express expressed or implied, Seller will defend, indemnify, and hold harmless Buyer, Xxxxx’s officers, agents, employees, and customers custom- ers against all suits or actions, claims and liabilitiesliabili- ties, including costs, based on a claim that use or sale of any Products delivered under this Order infringes any patent, trade secret, copyright, or other intellectual property right of third parties.
B. Buyer shall notify Seller in writing of such claim and Buyer shall provide Seller with reasonable information and assistance, at Seller’s expense, for the defense thereof.
C. If the use or sale of the Product is enjoined as a result of a suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customer the right to use and sell the Product or shall substitute an equivalent Product acceptable to Buyer and extend this indemnification thereto.
D. Seller’s obligation shall not apply to Products manufactured by Seller pursuant to detailed designs developed by Buyer Xxxxx and furnished to Seller under an Order, which does not require research, development, or design work by Seller. Seller’s obligation shall also not apply to any infringement arising from the use or sale of Products in combination with Products not delivered deliv- ered by Seller if such infringement would not have occurred but for such combined use unless such combination was reasonably foreseeable.
E. Notwithstanding the foregoing, when this Order is performed under the authorization and consent of the U.S. Government to infringe United States Patents, Seller’s liability for Seller’s patent infringement under this Order shall be coextensive with BuyerXxxxx’s liability.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions Services Contract
Infringement Indemnification. A. In lieu of any other warranty by Seller to Buyer against intellectual property infringement, statutory statu- tory or otherwise, express or implied, Seller will defend, indemnify, and hold harmless Buyer, Xxxxx’s officers, agents, employees, and customers custom- ers against all suits or actions, claims and liabilitiesliabili- ties, including costs, based on a claim that use or sale of any Products delivered under this Order infringes any patent, trade secret, copyright, or other intellectual property right of third parties.
B. Buyer shall notify Seller in writing of such claim and Buyer shall provide Seller with reasonable information and assistance, at Seller’s expense, for the defense thereof.
C. If the use or sale of the Product is enjoined as a result of a suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customer the right to use and sell the Product or shall substitute an equivalent Product acceptable to Buyer and extend this indemnification thereto.
D. Seller’s obligation shall not apply to Products manufactured by Seller pursuant to detailed designs developed by Buyer Xxxxx and furnished to Seller under an Order, which does not require research, development, or design work by Seller. Seller’s obligation shall also not apply to any infringement arising from the use or sale of Products in combination with Products not delivered deliv- ered by Seller if such infringement would not have occurred but for such combined use unless such combination was reasonably foreseeable.
E. Notwithstanding the foregoing, when this Order is performed under the authorization and consent of the U.S. Government to infringe United States Patents, Seller’s liability for Seller’s patent infringement under this Order shall be coextensive with Buyer’s liability.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Infringement Indemnification. A. In lieu of any other warranty by Seller to Buyer against intellectual property infringement, statutory statu- tory or otherwise, express expressed or implied, Seller will defend, indemnify, and hold harmless Buyer, Xxxxx’s officers, agents, employees, and customers custom- ers against all suits or actions, claims and liabilitiesliabili- ties, including costs, based on a claim that use or sale of any Products delivered under this Order infringes any patent, trade secret, copyright, or other intellectual property right of third parties.
B. Buyer X. Xxxxx shall notify Seller in writing of such claim and Buyer shall provide Seller with reasonable information and assistance, at Seller’s expense, for the defense thereof.
C. If the use or sale of the Product is enjoined as a result of a suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customer the right to use and sell the Product or shall substitute an equivalent Product acceptable to Buyer and extend this indemnification thereto.
D. Seller’s obligation shall not apply to Products manufactured by Seller pursuant to detailed designs developed by Buyer Xxxxx and furnished to Seller under an Order, which does not require research, development, or design work by Seller. Seller’s obligation shall also not apply to any infringement arising from the use or sale of Products in combination with Products not delivered deliv- ered by Seller if such infringement would not have occurred but for such combined use unless such combination was reasonably foreseeable.
E. Notwithstanding the foregoing, when this Order is performed under the authorization and consent of the U.S. Government to infringe United States Patents, Seller’s liability for Seller’s patent infringement under this Order shall be coextensive with Buyer’s liability.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Infringement Indemnification. A. In lieu of any other warranty by Seller to Buyer against intellectual property infringement, statutory or otherwise, express or implied, Seller will defend, indemnify, and hold harmless Buyer, Xxxxx’s officers, agents, employees, and customers against all suits or actions, claims and liabilities, including costs, based on a claim that use or sale of any Products delivered under this Order infringes any patent, trade secret, copyright, or other intellectual property right of third parties.
B. Buyer shall notify Seller in writing of such claim and Buyer shall provide Seller with reasonable information and assistance, at Seller’s expense, for the defense thereof.
C. If the use or sale of the Product is enjoined as a result of a suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customer the right to use and sell the Product or shall substitute an equivalent Product acceptable to Buyer and extend this indemnification thereto.
D. Seller’s obligation shall not apply to Products manufactured by Seller pursuant to detailed designs developed by Buyer and furnished to Seller under an Order, which does not require research, development, or design work by Seller. Seller’s obligation shall also not apply to any infringement arising from the use or sale of Products in combination with Products not delivered by Seller if such infringement would not have occurred but for such combined use unless such combination was reasonably foreseeable.
E. Notwithstanding the foregoing, when this Order is performed under the authorization and consent of the U.S. Government to infringe United States Patents, Seller’s liability for Seller’s patent infringement under this Order shall be coextensive with BuyerXxxxx’s liability.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions Services Contract – Government
Infringement Indemnification. A. In lieu of any other warranty by Seller to Buyer against intellectual property infringement, statutory statu- tory or otherwise, express expressed or implied, Seller will defend, indemnify, and hold harmless Buyer, Xxxxx’s officers, agents, employees, and customers custom- ers against all suits or actions, claims and liabilitiesliabili- ties, including costs, based on a claim that use or sale of any Products delivered under this Order infringes any patent, trade secret, copyright, or other intellectual property right of third parties.
B. Buyer shall notify Seller in writing of such claim and Buyer shall provide Seller with reasonable information and assistance, at Seller’s expense, for the defense thereof.
C. If the use or sale of the Product is enjoined as a result of a suit, Seller, at no expense to Buyer, shall obtain for Buyer and its customer the right to use and sell the Product or shall substitute an equivalent Product acceptable to Buyer and extend this indemnification thereto.
D. Seller’s obligation shall not apply to Products manufactured by Seller pursuant to detailed designs developed by Buyer and furnished to Seller under an Order, which does not require research, development, or design work by Seller. Seller’s obligation shall also not apply to any infringement arising from the use or sale of Products in combination with Products not delivered deliv- ered by Seller if such infringement would not have occurred but for such combined use unless such combination was reasonably foreseeable.
E. Notwithstanding the foregoing, when this Order is performed under the authorization and consent of the U.S. Government to infringe United States Patents, Seller’s liability for Seller’s patent infringement under this Order shall be coextensive with BuyerXxxxx’s liability.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions