Common use of Intellectual Property Indemnification Clause in Contracts

Intellectual Property Indemnification. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s, affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, that the manufacture or furnishing of Products under this AGREEMENT, or the sale or use of such Products constitutes an infringement of any patent, trade secret, trademark, service mark, copyright, or related application, or other intellectual property or proprietary information infringement. If any Product is enjoined in any manner due to such infringement, Seller shall, at its own expense and at its option, either: (i) procure for Buyer and its customers the right to continue using said Products; (ii) replace the infringing item with a non-infringing equivalent; (iii) modify the item so that it becomes non-infringing; or (iv) upon showing an inability to do any of the foregoing, remove the Product and refund the purchase price and any related transportation and installation costs. Seller shall at all times maintain such intellectual property insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. If any Product is so enjoined, Xxxxxx agrees to be liable and to reimburse Buyer for any costs incurred by Buyer caused by such infringement, including for any delays, and to indemnify and hold harmless Buyer for any claims made against it by Xxxxx’s customer caused by such infringement, including for any delays.

Intellectual Property Indemnification. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s, affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, that the manufacture or furnishing of Products under this AGREEMENT, or that the sale or use of such Products constitutes an infringement of any patent, trade secret, trademark, service markxxxx, copyright, or related application, or other intellectual property or proprietary information infringement. If any Product is enjoined in any manner due to such infringement, Seller shall, at its own expense and at its option, either: (i) procure for Buyer and its customers the right to continue using said Products; , (ii) replace the infringing item with a non-infringing equivalent; , (iii) modify the item so that it becomes non-infringing; , or (iv) upon showing an inability to do any of the foregoing, remove the Product and refund the purchase price and any related transportation and installation costs. Seller shall at all times maintain such intellectual property insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. If any Product is so enjoined, Xxxxxx Seller agrees to be liable and to reimburse Buyer for any costs incurred by Buyer caused by such infringement, including for any delays, and to indemnify and hold harmless Buyer for any claims made against it by XxxxxBuyer’s customer caused by such infringement, including for any delays.

Intellectual Property Indemnification. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s, affiliates, agents, and customers from any and all damagesdamages and expenses including reasonable counsel fees, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, that the manufacture or furnishing of Products under this AGREEMENT, or the sale or use of such Products constitutes an infringement of any patent, trade secret, trademark, service mark, copyright, or related application, or other intellectual property or proprietary information infringement. If any Product is enjoined in any manner due to such infringement, Seller shall, at its own expense and at its option, either: (i) procure for Buyer and its customers the right to continue using said Products; (ii) replace the infringing item with a non-infringing equivalent; (iii) modify the item so that it becomes non-infringing; or (iv) upon showing an inability to do any of the foregoing, remove the Product and refund the purchase price and any related transportation and installation costs. Seller shall at all times maintain such intellectual property insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. If any Product is so enjoined, Xxxxxx agrees to be liable and to reimburse Buyer for any costs incurred by Buyer caused by such infringement, including for any delays, and to indemnify and hold harmless Buyer for any claims made against it by Xxxxx’s customer caused by such infringement, including for any delays.

Intellectual Property Indemnification. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s, ’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, that the manufacture or furnishing of Products under this AGREEMENTAgreement, or that the sale or use of such Products constitutes an infringement of any patent, trade secret, trademark, service mark, copyright, or related application, or other intellectual property or proprietary information infringement. If any Product is enjoined in any manner due to such infringement, Seller shall, at its own expense and at its option, either: (i) procure for Buyer and its customers the right to continue using said Products; , (ii) replace the infringing item with a non-infringing equivalent; , (iii) modify the item so that it becomes non-non infringing; , or (iv) upon showing an inability to do any of the foregoing, remove the Product and refund the purchase price and any related transportation and installation costs. Seller shall at all times maintain such intellectual property insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. If any Product is so enjoinedinsurance or other documentation as requested, Xxxxxx agrees to be liable and to reimburse Buyer for any costs incurred by Buyer caused by such infringement, including for any delays, and to indemnify and hold harmless Buyer for any claims made against it by Xxxxx’s customer caused by such infringement, including for any delays.Buyer

Intellectual Property Indemnification. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s, ’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, that the manufacture or furnishing of Products under this AGREEMENTAgreement, or that the sale or use of such Products constitutes an infringement of any patent, trade secret, trademark, service markxxxx, copyright, or related application, or other intellectual property or proprietary information infringement. If any Product is enjoined in any manner due to such infringement, Seller shall, at its own expense and at its option, either: (i) procure for Buyer and its customers the right to continue using said Products; , (ii) replace the infringing item with a non-infringing equivalent; , (iii) modify the item so that it becomes non-non infringing; , or (iv) upon showing an inability to do any of the foregoing, remove the Product and refund the purchase price and any related transportation and installation costs. Seller shall at all times maintain such intellectual property insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. If any Product is so enjoinedinsurance or other documentation as requested, Xxxxxx agrees to be liable and to reimburse Buyer for any costs incurred by Buyer caused by such infringement, including for any delays, and to indemnify and hold harmless Buyer for any claims made against it by Xxxxx’s customer caused by such infringement, including for any delays.Buyer

Intellectual Property Indemnification. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s, Xxxxx’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, that the manufacture or furnishing of Products under this AGREEMENTAgreement, or that the sale or use of such Products constitutes an infringement of any patent, trade secret, trademark, service mark, copyright, or related application, or other intellectual property or proprietary information infringement. If any Product is enjoined in any manner due to such infringement, Seller shall, at its own expense and at its option, either: (i) procure for Buyer and its customers the right to continue using said Products; , (ii) replace the infringing item with a non-infringing equivalent; , (iii) modify the item so that it becomes non-infringing; , or (iv) upon showing an inability to do any of the foregoing, remove the Product and refund the purchase price and any related transportation and installation costs. Seller shall at all times maintain such intellectual property insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. If any Product is so enjoinedinsurance or other documentation as requested, Xxxxxx agrees to be liable and to reimburse Buyer for any costs incurred by Buyer caused by such infringement, including for any delays, and to indemnify and hold harmless Buyer for any claims made against it by Xxxxx’s customer caused by such infringement, including for any delaysBuyer.

Intellectual Property Indemnification. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s, affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, that the manufacture or furnishing of Products under this AGREEMENT, or that the sale or use of such Products constitutes constit utes an infringement of any patent, trade secret, trademark, service markxxxx, copyright, or related application, or other intellectual property or proprietary information infringement. If any Product is enjoined in any manner due to such infringement, Seller shall, at its own expense and at its option, either: (i) procure for Buyer and its customers the right to continue using said Products; , (ii) replace the infringing item with a non-infringing equivalent; , (iii) modify the item so that it becomes non-infringing; , or (iv) upon showing an inability to do any of the foregoing, remove the Product and refund the purchase price and any related transportation and installation costs. Seller shall at all times maintain such intellectual property insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. If any Product is so enjoined, Xxxxxx Seller agrees to be liable and to reimburse Buyer for any costs incurred by Buyer caused by such infringement, including for any delays, and to indemnify and hold harmless Buyer for any claims made against it by XxxxxBuyer’s customer caused by such infringement, including for any delays.

Intellectual Property Indemnification. Seller shall defend, indemnify, and hold harmless Buyer and Buyer’s, ’s affiliates, agents, and customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of the same, that the manufacture or furnishing of Products under this AGREEMENTAgreement, or that the sale or use of such Products constitutes an infringement of any patent, trade secret, trademark, service markxxxx, copyright, or related application, or other intellectual property or proprietary information infringement. If any Product is enjoined in any manner due to such infringement, Seller shall, at its own expense and at its option, either: (i) procure for Buyer and its customers the right to continue using said Products; , (ii) replace the infringing item with a non-infringing equivalent; , (iii) modify the item so that it becomes non-infringing; , or (iv) upon showing an inability to do any of the foregoing, remove the Product and refund the purchase price and any related transportation and installation costs. Seller shall at all times maintain such intellectual property insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and upon Buyer’s request shall supply certificates of insurance. If any Product is so enjoinedinsurance or other documentation as requested, Xxxxxx agrees to be liable and to reimburse Buyer for any costs incurred by Buyer caused by such infringement, including for any delays, and to indemnify and hold harmless Buyer for any claims made against it by Xxxxx’s customer caused by such infringement, including for any delaysBuyer.