Common use of Infringement of Industrial Property Rights of Third Parties Clause in Contracts

Infringement of Industrial Property Rights of Third Parties. 14.5.1 ARIANESPACE shall indemnify and hold CUSTOMER harmless with respect to any cost, and expense resulting from an infringement or claim of infringement of patent rights or any other industrial or intellectual property rights of any third party which may arise from CUSTOMER’s use of ARIANESPACE’s Services, including, without limitation, the use of any and all products, processes, articles of manufacture, supporting equipment, facilities, and services by ARIANESPACE in connection with said Services; provided however, that this indemnification shall not apply to an infringement of rights as set forth above that have been mainly caused by an infringement of a right of a third party for which CUSTOMER is liable pursuant to Sub-paragraph 14.5.2 of Article 14 of this Agreement. 14.5.2 CUSTOMER shall indemnify and hold ARIANESPACE harmless with respect to any cost, and expense resulting from an infringement or claim of infringement of the patent rights or any other industrial or intellectual property rights of any third party arising out of or relating to CUSTOMER with respect to the design or manufacture of the Satellite, or ARIANESPACE’s compliance with specifications furnished by CUSTOMER with respect to the Launch Mission and the Satellite Mission. 14.5.3 The rights to indemnification provided hereunder shall be subject to the following conditions : 14.5.3.1 The Party seeking indemnification shall promptly advise the other Party of the filing of any suit, or of any written or oral claim against it, alleging an infringement of any third party’s rights, which it may receive relating to this Agreement, and upon the receipt thereof, shall provide the Party required to indemnify, at such Party’s request and expense, with copies of all relevant documentation 14.5.3.2 The Party seeking indemnification shall not make any admission, nor shall it reach a compromise or settlement, without the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed. 14.5.3.3 The Party required to indemnify, defend and hold the other harmless shall assist in and shall have the right to assume, when not contrary to the governing rules of procedure, the defense of any claim or suit or settlement thereof, and shall pay all reasonable litigation and administrative costs and expenses, including legal counsel fees and expenses, incurred in connection with the defense of any such suit, shall satisfy any judgments rendered by a court of competent jurisdiction in such suits, and shall make all settlement payments.

Infringement of Industrial Property Rights of Third Parties. 14.5.1 ARIANESPACE shall indemnify and hold CUSTOMER harmless with respect to any damage, cost, and expense resulting from an infringement or claim of infringement of patent rights or any other industrial or intellectual property rights of any third party which may arise from CUSTOMER’s use of ARIANESPACE’s Services, including, without limitation, the use of any and all products, processes, articles of manufacture, supporting equipment, facilities, and services by ARIANESPACE in connection with said Services; provided however, that this indemnification shall not apply to an infringement of rights as set forth above that have been mainly caused by an infringement of a right of a third party for which CUSTOMER is liable pursuant to Sub-paragraph 14.5.2 of Article 14 of this Agreement. 14.5.2 CUSTOMER shall indemnify and hold ARIANESPACE harmless with respect to any damage, cost, and expense resulting from an infringement or claim of infringement of the patent rights or any other industrial or intellectual property rights of any third party arising out of or relating to CUSTOMER with respect to the design or manufacture of the Satellite, or ARIANESPACE’s compliance with specifications furnished by CUSTOMER with respect to the Launch Mission and the Satellite Mission. 14.5.3 The rights to indemnification provided hereunder shall be subject to the following conditions conditions: 14.5.3.1 The Party seeking indemnification shall promptly advise the other Party of the filing of any suit, or of any written or oral claim against it, alleging an infringement of any third party’s rights, which it may receive relating to this Agreement, and upon the receipt thereof, shall provide the Party required to indemnify, at such Party’s request and expense, with copies of all relevant documentation. 14.5.3.2 The Party seeking indemnification shall not make any admission, nor shall it reach a compromise or settlement, without the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed. 14.5.3.3 The Party required to indemnify, defend and hold the other harmless shall assist in and shall have the right to assume, when not contrary to the governing rules of procedure, the defense of any claim or suit or settlement thereof, and shall pay all reasonable litigation and administrative costs and expenses, including legal counsel fees and expenses, incurred in connection with the defense of any such suit, shall satisfy any judgments rendered by a court of competent jurisdiction in such suits, and shall make all settlement payments. 14.5.3.4 The Party seeking indemnification may participate in any defense at its own expense, using counsel reasonably acceptable to the Party required to indemnify, provided that there is no conflict of interest and that such participation does not otherwise adversely affect the conduct of the proceedings. 14.5.4 In the event that ARIANESPACE, with respect to the Launch, and CUSTOMER, with respect to the Satellite, shall be the subject of the same court action or the same proceedings based on alleged infringements of patent rights or any other industrial or intellectual property rights of a third party pursuant to both Sub-paragraphs 14.5.1 and 14.5.2 hereof, ARIANESPACE and CUSTOMER shall jointly assume the defense and shall bear all damages, costs and expenses pro rata according to their respective liability. In the event of any problems in the implementing the pro rata allocation of the amounts referred to in the immediately preceding sentence, the Parties shall undertake in good faith to resolve such problems. 14.5.5 Neither Party’s execution or performance of this Agreement grants any rights to or under any of either Party’s respective patents, proprietary information, and/or data, to the other Party or to any third party, unless such grant is expressly recited in a separate written document duly executed by or on behalf of the granting Party.

Infringement of Industrial Property Rights of Third Parties. 14.5.1 14.5.1. ARIANESPACE shall undertakes to indemnify and hold CUSTOMER Customer harmless with respect to any injury, cost, and expense expenditure resulting from an infringement or claim of infringement of patent rights or any other industrial or intellectual property rights of any a third party which may arise from CUSTOMER’s Customer's use of ARIANESPACE’s 's Services, including, including without limitation, limitation the use of any and all products, processes, articles of manufacture, supporting equipment, facilities, and services by ARIANESPACE in connection with said Services; provided however, that this indemnification shall not apply to an Services unless the infringement of rights as set forth above that shall have been mainly caused by an infringement of a right of a third party for which CUSTOMER Customer is liable pursuant to Sub-paragraph 14.5.2 Paragraph 14.5.2. of Article 14 of this Agreement. 14.5.2 CUSTOMER shall 14.5.2. Customer undertakes to indemnify and hold ARIANESPACE harmless with respect to any injury, cost, and expense expenditure resulting from an infringement or claim of infringement of the patent rights or any other industrial or intellectual property rights of any a third party arising out of or relating to CUSTOMER which shall have been caused by Customer with respect to the design or manufacture of the Satellite, or by ARIANESPACE’s 's compliance with specifications furnished by CUSTOMER Customer with respect to the Launch Mission and the Satellite MissionMission unless such infringement of rights set forth hereabove shall have been mainly caused by an infringement of a right of a third party for which ARIANESPACE is liable pursuant to Paragraph 14.5.1. of this Agreement. 14.5.3 14.5.3. The rights to indemnification provided hereunder shall be subject to the observance of the following conditions conditions: 14.5.3.1 14.5.3.1. The Party seeking indemnification shall promptly advise the other Party of the filing of any suit, or of any written or oral claim against itclaim, alleging an infringement of any the third party’s 's rights, which it may receive relating in relation to the execution of this Agreement, and upon the receipt thereof, shall provide the Party required to indemnify, at such Party’s request and expense, with copies of all relevant documentation. 14.5.3.2 14.5.3.2. The Party seeking indemnification sued or against whom the claim is otherwise made shall not make any admissiontake no steps in the dispute with the third party, nor shall it reach a compromise or settlementcompromise, without the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed. 14.5.3.3 14.5.4. The Party required to indemnify, defend and hold the other harmless shall assist in and shall have the right to assume, when not contrary to the governing rules of procedure, the defense of any claim or suit or and/or settlement thereof, shall take all other steps which it may reasonably be expected to take, given the circumstances on the one hand, and on the other hand the obligations incurred by it under the preceding provisions, to avoid, settle, or otherwise terminate the dispute under Article 14 of this Agreement on the other hand, and shall pay all reasonable litigation and administrative costs and expenses, including legal counsel fees and expenses, expenses incurred in connection with the defense of any such suit, shall satisfy any judgments rendered by a court of competent jurisdiction in such suits, and shall make all settlement payments. 14.5.5. In the event that ARIANESPACE, with respect to the Launch, and Customer, with respect to the Satellite, shall be the subject of the same court action or the same proceedings based on alleged infringements of patent rights or any other industrial or intellectual property rights of a third party pursuant to both Sub-paragraphs 14.5.1. and 14.5.2. of Article 14 of this Agreement, ARIANESPACE and Customer shall jointly undertake the defense and shall bear the damages, costs and expenditures pro rata according to their respective liabilities. In the event that the pro rata calculation of this Sub-paragraph 14.5.5. is applicable but should cause a problem, the Parties undertake in good faith to resolve the problem by means of negotiation. 14.5.6. It is expressly understood that neither Party's entry into this Agreement, and either Party's performance of acts required by this Agreement, grants any rights to or under any of either Party's respective patents, proprietary information, and/or data, to each other or to any third party, unless such grant is expressly recited in a separate written document duly executed by or on behalf of the granting Party.

Infringement of Industrial Property Rights of Third Parties. 14.5.1 ARIANESPACE shall indemnify and hold CUSTOMER harmless with respect to any cost, and expense resulting from an infringement or claim of infringement of patent rights or any other industrial or intellectual property rights of any third party which may arise from CUSTOMER’s use of ARIANESPACE’s 's Services, including, without limitation, the use of any and all products, processes, articles of manufacture, supporting equipment, facilities, and services by ARIANESPACE in connection with said Services; provided howeverhowever , that this indemnification shall not apply to an infringement of rights as set forth above that have been mainly caused by an infringement of a right of a third party for which CUSTOMER is liable pursuant to Sub-paragraph 14.5.2 of Article 14 of this Agreement. 14.5.2 CUSTOMER shall indemnify and hold ARIANESPACE harmless with respect to any cost, and expense resulting from an infringement or claim of infringement of the patent rights or any other industrial or intellectual property rights of any third party arising out of or relating to CUSTOMER with respect to the design or manufacture of the Satellite, or ARIANESPACE’s compliance with specifications furnished by CUSTOMER with respect to the Launch Mission and the Satellite Mission. 14.5.3 The rights to indemnification provided hereunder shall be subject to the following conditions : 14.5.3.1 The Party seeking indemnification shall promptly advise the other Party of the filing of any suit, or of any written or oral claim against it, alleging an infringement of any third party’s 's rights, which it may receive relating to this Agreement, and upon the receipt thereof, shall provide the Party required to indemnify, at such Party’s request and expense, with copies of all relevant documentation 14.5.3.2 The Party seeking indemnification shall not make any admission, nor shall it reach a compromise or settlement, without the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed. 14.5.3.3 The Party required to indemnify, defend and hold the other harmless shall assist in and shall have the right to assume, when not contrary to the governing rules of procedure, the defense of any claim or suit or settlement thereof, and shall pay all reasonable litigation and administrative costs and expenses, including legal counsel fees and expenses, incurred in connection with the defense of any such suit, shall satisfy any judgments rendered by a court of competent jurisdiction in such suits, and shall make all settlement payments.

Infringement of Industrial Property Rights of Third Parties. 14.5.1 ARIANESPACE 14.4.1. STARSEM shall indemnify and hold CUSTOMER GLLC harmless with respect to any injury, cost, and expense expenditure resulting from an infringement or claim of infringement of patent rights or any other industrial or intellectual property rights of any third party a Third Party which may arise from CUSTOMER’s GLLC's use of ARIANESPACE’s STARSEM's Services, including, including without limitation, limitation the use of any and all products, processes, articles of manufacture, supporting equipment, facilities, and services by ARIANESPACE STARSEM in connection with said Services; provided however, however that this indemnification shall not apply to an infringement of rights as set forth above that have been mainly caused by an infringement of a right of a third party Third Party for which CUSTOMER GLLC is liable pursuant to Sub-paragraph 14.5.2 14.4.2 of Article ARTICLE 14 of this Agreement. 14.5.2 CUSTOMER 14.4.2. GLLC shall indemnify and hold ARIANESPACE STARSEM harmless with respect to any injury, cost, and expense expenditure resulting from an infringement or claim of infringement of the patent rights or any other industrial or intellectual property rights of any third party a Third Party arising out of or relating to CUSTOMER GLLC with respect to the design or manufacture of the SatelliteSatellite(s), or ARIANESPACE’s STARSEM's compliance with specifications furnished by CUSTOMER GLLC with respect to the Launch Mission Mission(s) and the Satellite Satellite(s) Mission. 14.5.3 14.4.3. The rights to indemnification provided hereunder shall be subject to the observance of the following conditions conditions: 14.5.3.1 14.4.3.1. The Party seeking indemnification shall promptly advise the other Party of the filing of any suit, or of any written or oral claim against itclaim, alleging an infringement of any third party’s the Third Party's rights, which it may receive relating in relation to this Agreement, and upon the receipt thereof, shall provide the Party required to indemnify, at such Party’s request and expense, with copies of all relevant documentation. 14.5.3.2 14.4.3.2. The Party seeking indemnification sued or against whom the claim is otherwise made shall not make any admissiontake no steps in the dispute with the Third Party, nor shall it reach a compromise or settlement, without the prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed. 14.5.3.3 14.4.4. The Party required to indemnify, defend and hold the other harmless indemnifying shall assist in and shall have the right to assume, when not contrary to the governing rules of procedure, the defense of any claim or suit or and/or settlement thereof, shall take all other steps which it may reasonably be expected to take, given the circumstances on the one hand, and on the other hand the obligations incurred by it under ARTICLE 14 of this Agreement, to avoid, settle, or otherwise terminate the dispute and shall pay all reasonable litigation and administrative costs and expenses, including legal counsel fees and expenses, expenses incurred in connection with the defense of any such suit, including fees and expenses of legal counsel, shall satisfy any judgments rendered by a court of competent jurisdiction in such suits, and shall make all settlement payments. 14.4.5. In the event that STARSEM, with respect to the Launch Services and GLLC, with respect to the Satellite(s), shall be the subject of the same court action or the same proceedings based on alleged infringements of patent rights or any other industrial or intellectual property rights of a Third Party pursuant to both Sub-paragraphs 14.4.1 and 14.4.2 of ARTICLE 14 of this Agreement, STARSEM and GLLC shall jointly assume the defense and shall bear the damages, costs and expenditures pro rata according to their respective liability. In the event that the pro rata allocation is applicable but should cause a problem, the Parties undertake in good faith to resolve the problem by means of negotiation. 14.4.6. It is expressly understood that neither Party's execution or performance of this Agreement, grants any rights to or under any of either Party's respective patents, proprietary information, and/or data, to the other Party or to any Third Party, unless such grant is expressly recited in a separate written document duly executed by or on behalf of the granting Party.