Common use of Infringement of Proprietary Rights Clause in Contracts

Infringement of Proprietary Rights. a) The Seller shall indemnify and hold harmless the Buyer against any and all losses, liabilities and expenses, by reason of any third party claim, suit, action or proceeding for alleged infringement of any copyright, trademark or patent of the Buyer's Country or alleged conversion of any trade secret resulting from or arising in connection with the manufacture, installation, use or sale of the Supplies or any part thereof including any and all judgments or decrees which may be rendered against the Buyer (and reasonable attorney's fees if Seller should fail to defend as provided in subsection b) hereof, and settlements made arising out of any such claim, suit, action or proceeding provided, however that this indemnity shall not extend to any infringement resulting from a breach by the Buyer of this Agreement or of the Seller's instructions for the operation of the Supplies. The Seller shall however not be liable for any infringement or claim based upon the use of the Supplies or any portion of the documentation in combination with other equipment or technology not supplied by the Seller or resulting from any modification made by the Buyer, without approval or instruction by Seller. b) The Seller shall defend at its own expense all suits, actions or proceedings brought against the Buyer with respect to the matters listed in subsection a) above. The Buyer shall have the right at its option and at its sole expense, to participate in the defense of any such claim, suit, action or proceeding, without relieving the Seller of any obligation hereunder. The Buyer shall promptly notify the Seller in writing after any such claim is made or suit is brought and shall cooperate with Seller in the defense thereof as requested by the Seller, and the Seller agrees to reimburse the Buyer for its reasonable out-of-pocket expenses incurred at Seller's specific request in connection with such cooperation. The Buyer shall immediately notify the Seller of any infringement claim made or threatened and shall refrain from any admission of liability, and will not negotiate or enter into any settlement without the Seller's prior consent. c) If, however, as a consequence of a final determination of any suit for infringement or any court decision involving any injunction resulting from or arising in connection with the manufacture or sale of the Supplies or any part thereof furnished or employed by the Seller hereunder, the Buyer is enjoined or limited in any material manner in the use of said Supplies or part, Seller shall, at its option and at its own expense either i) procure for the Buyer the right to continue use of said Supplies or part, ii) so modify the Supplies or part so as to render them non-infringing without any significant effect to use thereof, or iii) replace the Supplies or part with an equivalent non-infringing product.

Infringement of Proprietary Rights. a) The To the extent that the goods supplied under this Agreement are not manufactured to detailed designs and specifications originated and furnished by Buyer, Seller represents and warrants that the sale or use of such goods will not infringe any United States or foreign patent, copyright, trademark, industrial design right or other proprietary right. Seller shall indemnify indemnify, defend and hold Buyer, its successors, assigns, shareholders, officers, directors, employees, agents, customers and those persons selling or using any of Buyer’s products and any affiliated company of Buyer, its shareholders, officers, directors, employees, agents and customers, harmless the Buyer from and against any damage, liability, claims, loss, costs, expenses and all losses, liabilities and expenses, by reason fees (including reasonable attorneys’ fees) which may be incurred on account of any third party claim, suit, action infringement or proceeding for alleged infringement of any United States or foreign patent, copyright, trademark trademark, industrial design right or patent of the Buyer's Country or alleged conversion of any trade secret resulting from or arising in connection with the manufacture, installation, use or sale of the Supplies or any part thereof including any and all judgments or decrees which may be rendered against the Buyer (and reasonable attorney's fees if Seller should fail to defend as provided in subsection b) hereof, and settlements made arising out of any such claim, suit, action or proceeding provided, however that this indemnity shall not extend to any infringement resulting from a breach other proprietary right by the Buyer of this Agreement goods or of the Seller's instructions for the operation of the Supplies. The Seller shall however not be liable for any infringement or claim based upon the use of the Supplies or any portion of the documentation in combination with other equipment or technology not goods supplied by the Seller or resulting from any modification made by the Buyer, without approval or instruction by Seller. b) The Seller shall defend at its own expense all suits, actions or proceedings brought against the Buyer with respect to the matters listed in subsection a) aboveunder this Agreement. The Buyer shall have the right at its option to employ counsel separate from counsel employed by Seller in any proceeding for which Xxxxx may be indemnified by Xxxxxx and at its sole expense, to participate in the defense thereof, but the expense of such counsel employed by Xxxxx shall be borne by Xxxxx unless Xxxxxx has failed to assume the defense of Buyer or employ satisfactory counsel. Seller shall reimburse Buyer on an on-going, periodic basis for all fees, costs and expenses incurred by Xxxxx promptly after submission of statements of expenses of Buyer during the pendency of any such claimproceeding. In addition to all other rights and remedies Buyer has at law, suitat equity or under this Agreement, action or proceeding, without relieving the Seller of any obligation hereunder. The Buyer shall promptly notify the Seller in writing after any such claim is made or suit is brought and shall cooperate with Seller in the defense thereof as requested by event Buyer, its customers or anyone selling or using Buyer’s products are enjoined from the Selleruse, and the Seller agrees to reimburse the Buyer for its reasonable out-of-pocket expenses incurred at Seller's specific request in connection with such cooperation. The Buyer shall immediately notify the Seller of any infringement claim made sale or threatened and shall refrain from any admission of liability, and will not negotiate or enter into any settlement without the Seller's prior consent. c) If, however, as a consequence of a final determination of any suit for infringement or any court decision involving any injunction resulting from or arising in connection with the manufacture or sale other disposition of the Supplies goods, conditionally or any part thereof furnished or employed by the Seller hereunder, the Buyer is enjoined or limited in any material manner in the use of said Supplies or partotherwise, Seller shall, at its option no additional cost to Buyer, repurchase the goods at their purchase price and/or Buyer’s products at their purchase price, and at its own expense either i) procure for the Buyer the right to continue use repay all costs of said Supplies or part, ii) so modify the Supplies or part so as to render them non-infringing without any significant effect to use thereof, or iii) replace the Supplies or part with an equivalent non-infringing productall shipments of such goods and products incurred by Buyer.