Common use of Intellectual Property Claims Clause in Contracts

Intellectual Property Claims. Sun will defend or settle at its option and expense any legal proceeding brought against Reseller, to the extent that it is based on a claim that the use of the replacement parts, software updates, product releases, new releases, maintenance releases, patches and/or SunSolve knowledge database (“Materials”) provided to Reseller by Sun infringe a trade secret, trademark, copyright or a U.S. patent. Sun will pay all damages and costs awarded by a court of final appeal attributable to such claim, provided that Reseller: (i) gives written notice of the claim promptly to Sun; (ii) gives Sun sole control of the defense and settlement of the claim; (iii) provides to Sun all available information and assistance; and (iv) has not compromised or settled such claim. If any Materials are found to infringe, Sun will: (i) obtain for Reseller the right to use such Materials; (ii) replace or modify such Materials so that they become non-infringing; or if neither of these alternatives is reasonably available, (iii) remove such Materials and refund Reseller’s net book value for these Materials. Sun has no obligation under this Section 7 for any claim which results from: (i) use of Materials in combination with any equipment, software or data not provided by Sun; (ii) Sun’s compliance with designs or specifications of Reseller; (iii) modification of Materials other than at Sun’s directions; or (iv) use of an allegedly infringing version of any Materials, if the alleged infringement could be avoided by the use of a different version made available to Reseller. THIS SECTION 7 STATES THE ENTIRE LIABILITY OF SUN AND THE EXCLUSIVE REMEDIES OF RESELLER FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. Sun will indemnify Partner for its reasonable expenses and will defend or settle at its Sun’s option and expense any legal proceeding brought against ResellerPartner, to the extent that it is based on a claim that the use of the replacement parts, software updates, product releases, new releases, maintenance releases, patches and/or SunSolve knowledge database (“Materials”) provided to Reseller by Sun Products infringe a trade secret, a trademark, a mask work, a copyright or a U.S. patent. Sun will pay all damages and costs awarded by a the court of final appeal attributable to such claimwhich finally determines the case or are incurred in the settlement thereof, provided that ResellerPartner: (ia) gives written notice of the claim promptly to Sun; (iib) gives Sun sole control of the defense and settlement of the claim; (iiic) provides to Sun all available information and assistance; and (ivd) has not compromised or settled such claim. If any Products or Materials are found to infringe, or in Sun’s opinion are likely to be found to infringe, Sun willmay elect to: (ia) obtain for Reseller Partner the right to use such Products and/or Materials; (iib) replace or modify such Products and/or Materials so that they become non-infringing; or if neither of these alternatives is reasonably available, (iiic) remove such Products and/or Materials and refund ResellerPartner’s net book value for these Products and/or Materials. Sun has no obligation under this Section 7 10 for any claim which results from: (ia) use of Products and/or Materials in combination with any equipment, software or data not provided by Sun; (iib) Sun’s compliance with designs or specifications of ResellerPartner; (iiic) modification of Materials other than at Sun’s directionsProducts and/or Materials; or (ivd) use of an allegedly infringing version of any Products and/or Materials, if the alleged infringement could be avoided by the use of a different version made available to ResellerPartner. THIS SECTION 7 10 STATES THE ENTIRE LIABILITY OF SUN AND THE EXCLUSIVE REMEDIES OF RESELLER Partner FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. Sun will indemnify GSP for its reasonable expenses and will defend or settle at its Sun's option and expense any legal proceeding brought against ResellerGSP, to the extent that it is based on a claim that the use of the replacement parts, software updates, product releases, new releases, maintenance releases, patches and/or SunSolve knowledge database (“Materials”) provided to Reseller by Sun Products infringe a trade secret, a trademark, a mask work, a copyright or a U.S. patent. patent Sun will pay all damages and costs awarded by a the court of final appeal attributable to such claimwhich finally determines the case or are incurred in the settlement thereof, provided that ResellerGSP: (ia) gives written notice of the claim promptly to Sun; (iib) gives Sun sole control of the defense and settlement of the claim; (iiic) provides to Sun all available information and assistance; and (ivc) has not compromised or settled such claim. If any Products or Materials are found to infringe, or in Sun's opinion are likely to be found to infringe, Sun willmay elect to: (ia) obtain for Reseller GSP the right to use such Products and/or Materials; (iib) replace or modify such Products and/or Materials so that they become non-infringing; , or if neither of these alternatives is reasonably available, (iiic) remove such Products and/or Materials and refund Reseller’s GSP's net book value for these Products and/or Materials. Sun has no obligation under this Section 7 10 for any claim which results from: (ia) use of Products and/or Materials in combination with any equipment, software or data not provided by Sun; (iib) Sun’s 's compliance with designs or specifications of ResellerGSP; (iiic) modification of Materials other than at Sun’s directionsProducts and/or Materials; or (ivd) use of an allegedly infringing version of any Products and/or Materials, if the alleged infringement could be avoided by the use of a different version made available to ResellerGSP. THIS SECTION 7 10 STATES THE ENTIRE LIABILITY OF SUN AND THE EXCLUSIVE REMEDIES OF RESELLER GSP FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. Sun will defend or settle at its option and expense any legal proceeding brought against ResellerCustomer, to the extent that it is based on a claim that the use of the replacement parts, software updates, product releases, new releases, maintenance releases, patches and/or SunSolve knowledge database (“Materials”) provided to Reseller Customer by Sun infringe a trade secret, copyright, trademark, copyright or a U.S. patent. Sun will pay all damages and costs awarded by a court of final appeal attributable to such claim, provided that ResellerCustomer: (i) gives written notice of the claim promptly to Sun; (ii) gives Sun sole control of the defense and settlement of the claim; (iii) provides to Sun all available information and assistance; and (iv) has not compromised or settled such claim. If any Materials are found to infringe, Sun will: (i) obtain for Reseller Customer the right to use such Materials; (ii) replace or modify such Materials so that they become non-infringing; or if neither of these alternatives is reasonably available, (iii) remove such Materials and refund ResellerCustomer’s net book value for these Materials. Sun has no obligation under this Section 7 11 for any claim which results from: (i) use of Materials in combination with any equipment, software or data not provided by Sun; (ii) Sun’s compliance with designs or specifications of ResellerCustomer; (iii) modification of Materials other than at Sun’s directions; or (iv) use of an allegedly infringing version of any Materials, if the alleged infringement could be avoided by the use of a different version made available to ResellerCustomer. THIS SECTION 7 11 STATES THE ENTIRE LIABILITY OF SUN AND THE EXCLUSIVE REMEDIES OF RESELLER CUSTOMER FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. Sun will defend or settle at its option and expense any legal proceeding brought against ResellerService Provider, to the extent that it is based on a claim that Products (or the use of the replacement parts, software updates, product releases, new releasesenhancements, maintenance releases, and patches and/or SunSolve knowledge database (“"Materials”") provided to Reseller Service Provider by Sun Sun) directly infringe a trade secret, trademark, copyright or a U.S. or Canadian patent. Sun , and will pay all damages and costs awarded by a court of final appeal attributable to such claim, provided that Reseller: Service Provider (i) gives written notice of the claim promptly to Sun; (ii) gives Sun sole control of the defense and settlement of the claim; (iii) provides to Sun all available information and assistance; and (iv) has not compromised or settled such claim. If any Products or Materials are found to infringe, or in Sun's opinion are likely to be found to infringe, Sun willmay elect to: (i) obtain for Reseller Service Provider the right to use such Products and/or Materials; (ii) replace or modify such Products and/or Materials so that they become non-infringing; or if neither of these alternatives is reasonably available, (iii) remove such Products and/or Materials and refund Reseller’s Service Provider's net book value for these Products and/or Materials. Sun has no obligation under this Section 7 10 for any claim which results from: (i) use of Products and/or Materials in combination with any equipment, software or data not software or data not provided by Sun; (ii) Sun’s 's compliance with designs or specifications of ResellerService Provider; (iii) modification of Materials other than at Sun’s directionsProducts and/or Materials; or (iv) use of an allegedly infringing version of any Products and/or Materials, if the alleged infringement could be avoided by the use of a different version made available to ResellerService Provider. THIS SECTION 7 STATES THE ENTIRE LIABILITY OF SUN AND THE EXCLUSIVE EXCLUSIVELY REMEDIES OF RESELLER SERVICE PROVIDER FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. Sun will defend or settle at its option and expense any legal proceeding brought against ResellerCustomer, to the extent that it is based on a claim that the use of Product (or the use of the replacement parts, software updates, product releases, new releasesenhancements, maintenance releases, and patches and/or SunSolve knowledge database (“"Materials”") provided to Reseller Customer by Sun Sun) directly infringe a trade secret[*], trademark, copyright or a U.S. patent. Sun and will pay all damages and costs awarded by a court of final appeal attributable to such claim, provided that ResellerCustomer: (ia) gives written notice of the claim promptly to Sun; (iib) gives Sun sole control of the defense and settlement of the claim; (iiic) provides to Sun all available information and assistance; and (ivd) has not compromised or settled such claim. If any Product or Materials are found to infringe, or in Sun's opinion are likely to be found to infringe, Sun willmay elect to: (ia) obtain for Reseller Customer the right to use such Product and/or Materials; (iib) replace or modify such Product and/or Materials so that they become non-infringing; or if neither of these alternatives is reasonably available, (iiic) remove such Product and/or Materials and refund Reseller’s Customer's net book value for these Product and/or Materials. Sun has no obligation under this Section 7 10 for any claim which results from: (ia) use of Product and/or Materials in combination with any equipment, software or data not provided by Sun, provided such infringement claim would have been avoided had the Product not been used in combination with such equipment, software or data; (iib) Sun’s 's compliance with designs or specifications of ResellerCustomer; (iiic) modification of Materials other than at Sun’s directionsProduct and/or Materials; or (ivd) use of an allegedly infringing version of any Product and/or Materials, if the alleged infringement could be avoided by the use of a different version made available to ResellerCustomer. THIS SECTION 7 10 STATES THE ENTIRE LIABILITY OF SUN AND THE EXCLUSIVE REMEDIES OF RESELLER CUSTOMER FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. Sun will defend or settle at its option and expense any legal proceeding brought against ResellerService Provider, to the extent that it is based on a claim that Products (or the use of the replacement parts, software updates, product releases, new releasesenhancements, maintenance releases, and patches and/or SunSolve knowledge database (“"Materials”") provided to Reseller Service Provider by Sun Sun) directly infringe a trade secret, trademark, copyright or a U.S. patent. Sun , and will pay all damages and costs awarded by a court of final appeal attributable to such claim, provided that ResellerService Provider: (i) gives written notice of the claim promptly to Sun; (ii) gives Sun sole control of the defense and settlement of the claim; (iii) provides to Sun all available information and assistance; and (iv) has not compromised or settled such claim. If any Products or Materials are found to infringe, or in Sun's opinion are likely to be found to infringe, Sun willmay elect to: (i) obtain for Reseller Service Provider the right to use such Products and/or Materials; (ii) replace or modify such Products and/or Materials so that they become non-infringing; or if neither of these alternatives is reasonably available, (iii) remove such Products and/or Materials and refund Reseller’s Service Provider's net book value for these Products and/or Materials. Sun has no obligation under this Section 7 10 for any claim which results from: (i) use of Products and/or Materials in combination with any equipment, software or data not provided by Sun; (ii) Sun’s 's compliance with designs or specifications of Reseller; Service Provider, (iii) modification of Materials other than at Sun’s directionsProducts and/or Materials; or (iv) use of an allegedly infringing version of any Products and/or Materials, if the alleged infringement could be avoided by the use of a different version made available to ResellerService Provider. THIS SECTION 7 STATES THE ENTIRE LIABILITY OF SUN AND THE EXCLUSIVE EXCLUSIVELY REMEDIES OF RESELLER SERVICE PROVIDER FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. A. Sun will defend or settle at its option and expense Direct OEM from any legal proceeding brought against ResellerDirect OEM, to the extent that it is based on a claim that the use of the replacement partsSun Product infringes a copyright, software updates, product releases, new releases, maintenance releases, patches and/or SunSolve knowledge database (“Materials”) provided to Reseller by Sun infringe a trade secret, trademark, copyright or a U.S. patent. Sun , or a trade secret and will pay all damages and costs incurred in settlement or awarded by a court of final appeal competent jurisdiction attributable to such claim, provided that ResellerDirect OEM: (i) gives written notice provides Notice of the claim promptly to Sun; (ii) gives Sun sole control of the defense and settlement of the claimsame; (iii) provides to Sun all commercially reasonably available information information, assistance and assistanceauthority to defend; and (iv) has not compromised or settled such claimproceeding without Sun's prior written consent. If *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. - 5 - 6 B. Should any Materials are found Sun Products or any portion thereof become, or in Sun's opinion be likely to infringebecome, the subject of a claim of infringement, Sun willshall, as Direct OEM's sole and exclusive remedy at Sun's expense, elect to: (i) obtain for Reseller Direct OEM the right to use such MaterialsSun Products; (ii) replace or modify such Materials the Sun Products at no cost so that they become non-infringing, provided, however, that any such replacement or modified Products shall be of equivalent performance, features, form, fit and function as the infringing Products; or if neither of these alternatives is reasonably availablein the event that items (i) and (ii) are not commercially reasonable, then (iii) remove such Materials the Sun Products and refund Reseller’s net book value grant Direct OEM credit for these Materials. Sun has no obligation under this Section 7 for any claim which results from: (i) use of Materials in combination with any equipmentthem, software or data not provided by Sun; (ii) Sun’s compliance with designs or specifications of Reseller; (iii) modification of Materials other than at Sun’s directions; or (iv) use of an allegedly infringing version of any Materialsas depreciated on a five-year, if the alleged infringement could be avoided by the use of a different version made available to Reseller. THIS SECTION 7 STATES THE ENTIRE LIABILITY OF SUN AND THE EXCLUSIVE REMEDIES OF RESELLER FOR CLAIMS OF INFRINGEMENTstraight-line basis.