Common use of Infringement of Intellectual Property Rights Clause in Contracts

Infringement of Intellectual Property Rights. Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

Infringement of Intellectual Property Rights. a) The Seller shall, subject to the Procurer compliance with Article 11.5.1b), indemnify and hold harmless the Procurer and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of whatsoever nature, including attorney’s fees and expenses, which the Procurer may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright or other intellectual property right registered or otherwise existing at the date of the Agreement by reason of the setting up of the Power Station by the ….. [Insert “Seller” in case Successful Bidder is for Captive Mode or otherwise “Developer”] . Such indemnity shall not cover any use of the Power Station or any part thereof other than for the purpose indicated by or to be reasonably inferred from the Agreement, any infringement resulting from the misuse of the Power Station or any part thereof, or any products produced in association or combination with any other equipment, plant or materials not supplied by the …. [Insert [Insert “Seller” in case Successful Bidder is for Captive Mode or otherwise “Developer], pursuant to the Agreement. b) If any proceedings are brought or any claim is made against the Procurer arising out of the matters referred to in Article 11.5.1 (a), the Procurer shall promptly give the Seller a notice thereof, and the Seller shall at its own expense take necessary steps and attend such proceedings or its supplierclaim and any negotiations for the settlement of any such proceedings or claim. The Seller shall promptly notify the Procurer of all actions taken in such proceedings or claims. c) If the Seller fails to notify the Procurer within twenty-eight (28) days after receipt of such notice from the Procurer under Article 11.5.1b) above, that it intends to attend any such proceedings or claim, then the Procurer shall be free to attend the same on their own behalf at the cost of the Seller. Unless the Seller has so failed to notify the Procurer within the twenty eight (28) days period, the Procurer shall make no admission that may be prejudicial to the defence of any such proceedings or claims. d) The Procurer shall, at the Seller’s request, afford all available assistance to the Seller in attending to such proceedings or claim, and shall be reimbursed by the Seller for all reasonable expenses incurred in so doing. a) The Procurer, subject to the Seller’s compliance with Article 11.5.2 (b) shall indemnify and hold Purchaser harmless the Seller and its employees, officers from and against an award any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs and expenses of damages whatsoever nature, including attorney’s fees and costs against Purchaser by a final judgment of a court of last resort in the country in expenses, which the Equipment is originally installed Seller may suffer as a result of any infringement by Seller resulting from actual the Procurer or alleged patent infringement relating in of any way to use patent, utility model, registered design, trademark, copyright or sale other intellectual property right registered.. b) If any proceedings are brought or any claim is made against the Seller arising out of the Equipmentmatters referred to in Article 11.5.2 (a) the Seller shall promptly give the Procurer a notice thereof, and the Procurer shall at its own expense take necessary steps and attend such proceedings or claim and any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing negotiations for the settlement of any suit such proceedings or claim for infringement against Purchaserclaim. The Procurer shall promptly notify the Seller of all actions taken in such proceedings or claims. c) If the Procurer fails to notify the Seller within twenty-eight (28) days after receipt of such notice from the Seller under Article 11.5.2 (b) above, (ii) permits Seller (or its supplier) that it intends to control the defense of attend any suit such proceedings or claim, and (iii) gives then the Seller (or shall be free to attend the same on its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in own behalf at the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use cost of the Equipment, or of any component thereof, Procurer. Unless the Procurer has so failed to notify the Seller shall, at its option and expense, either (i) procure for Purchaser within the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.twenty

Infringement of Intellectual Property Rights. Seller (a) SP confirms that there shall be no infringement of any patent or its supplier) intellectual & industrial property rights as per the applicable laws of relevant jurisdictions, having requisite competence, in respect of the Assets or any part thereof, supplied under this Agreement. SP shall indemnify and hold Purchaser harmless the MCA against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting all cost/claims/legal claims/liabilities arising from actual or alleged patent infringement relating in third party claim at any way to use or sale time on account of the Equipmentinfringement or unauthorised use of patent or intellectual & industrial property rights of any such parties, whether such claims arise in respect of manufacture or use. Without prejudice to the aforesaid indemnity, SP shall be responsible for the completion of the development and uninterrupted use of such Asset or any component part thereof furnished hereunderby the MCA and persons authorised by the MCA, provided that Purchaser irrespective of the fact of claims of infringement of any or all the rights mentioned above. b) If, as a result of such claim, the MCA is injuncted from using such Asset or any part thereof or in is likely to be injuncted, SP, at its expense, shall (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchasermodify such Asset (provided its functionality is not impaired) so that it is no longer infringing and obtains a certificate to the said effect from the party claiming infringement, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume replace such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If Asset with a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use functionally equivalent of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringessame, or (iii) repurchase obtain the Equipment upon its return right for the MCA to Sellercontinue using such Assets. c) SP shall not use the Data for any purpose other than providing the Services under this Agreement. Further, less reasonable depreciation SP shall not use the Data to provide services for the benefit of 2% per month any third party, as a service bureau. d) SP shall indemnify, defend and hold harmless MCA and their respective officers, employees, successors and assigns, from date and against any and all losses arising from claims by third parties that any deliverable (or the access, use or other rights thereto) created by SP pursuant to this Agreement or any equipment, software, information, methods of installationoperation or other intellectual property (or the access, for use, damage, use or obsolescence. Seller shall have no liability whatsoever other rights thereto) provided by SP or sub-contractors to Purchaser if any such patent infringement or claim thereof is based upon or arises from the SP pursuant to this Agreement (i) the use of any Equipment infringes a copyright enforceable in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringementIndia, (ii) the use of any Equipment infringes a patent issued in a manner for which it was neither designed nor contemplatedIndia, or (iii) constitutes misappropriation or unlawful disclosure or use of another Party's trade secret under the laws of the India (collectively, "Infringement Claims"); provided, however, that this will not apply to any modification Deliverable (or the access, use or other rights thereto) created by (A) MCA; (B) third parties (i.e., other than SP or SP's sub-contractors) at the direction of any Equipment MCA. e) For a third party product supplied by PurchaserSP, or SP shall pass on to MCA all the indemnities offered by Seller at Purchaser’s request, or by any the third party. f) Materials — including but not limited to software, tools, processes, policies, and documentation — developed by the Service Provider or its subcontractors under the Agreement will be considered "works made for hire" for MCA ("Developed Materials"). Such Developed Materials shall belong exclusively to MCA. The Service Provider may use such Developed Materials solely to provide the Services during the Term. g) The Service Provider shall irrevocably assign, transfer, and convey to MCA all right, title, interest and ownership in such Developed Materials. h) The Service Provider shall promptly disclose in writing toMCA each instance of Developed Materials that is developed as a result of Services. With respect to each disclosure, the Service Provider shall indicate the features or concepts that it believes to be new or different. i) For any Developed Materials, which causes are Software and for which the Equipment Source Code is not generally available to become infringingMCA, a current copy of such Source Code shall be maintained in escrow.