Infringement Indemnities. Seller shall indemnify, defend and hold All Points and All Points’ customers (hereinafter collectively referred to as “All Points”) harmless from and against any claim, suit or proceeding (“claim”) brought against All Points asserting that the goods or services, or any part thereof, furnished under this Order, or All Points use (including resale) thereof, constitutes an infringement of any patent, trademark, trade secret, copyright or other intellectual property right, and Seller shall pay all damages and costs awarded against and reasonable expenses incurred by All Points in connection with such claim including reasonable attorneys’ fees. In the event such goods or services or use thereof are enjoined in whole or in part, Seller shall at its expense and option undertake one of the following:
(i) obtain for All Points the right to continue the use of such goods or services; (ii) in a manner acceptable to All Points, substitute equivalent goods or services or make modifications thereto so as to avoid such infringement and extend this indemnity thereto; or (iii) refund to All Points an amount equal to the purchase price for such goods or services plus any excess costs or expenses incurred in obtaining substitute goods or services from another source.
Infringement Indemnities. Seller shall indemnify, defend and hold Buyer harmless from and against any claim, suit or proceeding (“Claim”) brought against Buyer asserting that the goods or services, or any part thereof, furnished under this Agreement, or Buyer's use (including resale) thereof, constitutes an infringement of any patent, trademark, trade secret, copyright or other intellectual property right, and Seller shall pay all damages and costs awarded against and reasonable expenses incurred by Buyer in connection with such Claim including reasonable attorneys’ fees. In the event such goods or services or use thereof are enjoined in whole or in part, Seller shall at its expense and option undertake one of the following: (i) obtain for Buyer the right to continue the use of such goods or services; (ii) in a manner acceptable to Buyer, substitute equivalent goods or services or make modifications thereto so as to avoid such infringement and extend this indemnity thereto; or (iii) refund to Buyer an amount equal to the purchase price for such goods or services plus any excess costs or expenses incurred in obtaining substitute goods or services from another source.
Infringement Indemnities. 6.1 The Supplier shall, at its own expense indemnify and keep indemnified the Buyer, and at its option, defend or settle any action brought against the Buyer from any claim that its use of the Service, as provided by the Supplier to the Buyer under this Licence and used within the scope of this Licence, infringes any worldwide Intellectual Property Rights of any third party, and will pay any losses, costs, damages and reasonable professional legal fees incurred by the Buyer and attributable to such claim that are fully and finally awarded by a court of competent jurisdiction, without opportunity for appeal, against the Buyer, provided that the Buyer:
(a) promptly notifies the Supplier in writing of the claim;
(b) grants the Supplier sole control of the defence and settlement of the claim; and
(c) provides the Supplier, at the Supplier’s expense, with all assistance, information and authority reasonably required for the defence or settlement of the claim.
6.2 Notwithstanding the terms of clause 6.1, the Supplier will have no obligation of indemnity or liability otherwise for any infringement claim of any kind to the extent that it results from:
(a) modifications to the Software or Service made by a party other than the Supplier (otherwise than in accordance with this Licence);
(b) the combination, operation or use of the Software with equipment, devices, other services, software or data not supplied by the Supplier otherwise than in accordance with this Licence, if a claim would not have occurred but for such combination, operation or use;
(c) the Buyer’s failure to use updated or modified Software or Service provided by the Supplier to avoid a claim;
(d) the Supplier’s compliance with any configurations, designs or specifications required by the Buyer; or
(e) Buyer’s use of the Service or Software other than in accordance with this Licence or the Supplier Terms.
Infringement Indemnities. If an Indemnifying Party knows or becomes aware of any Claim that results in, or any circumstances in which a Claim in respect of such provision is threatened or reasonably anticipated that would result in, a Claim for infringement of a Third Party’s Intellectual Property Rights, it may, in its sole discretion, (a) procure, at its expense, the right for the Indemnified Party to use the allegedly infringing materials, as the case may be, or such infringing part thereof, (b) replace or modify, at its expense, the allegedly infringing materials with materials of at least comparable functionality that does not breach this Agreement, or (c) if the removal of such allegedly infringing materials, as the case may be, would not be a breach of this Agreement, remove (or require the Indemnified Party to return or destroy, as the case may be) such materials.
Infringement Indemnities
