Common use of INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 10.1 The Supplier shall indemnify and hold harmless Fujitsu, its affiliates and its customers against any and all claims, liabilities, direct, indirect or consequential losses (including loss of profits, loss of business, depletion of goodwill and similar losses whether of a direct, indirect or consequential nature), costs and expenses (including legal fees) howsoever arising which Fujitsu, its affiliates or its customers may incur or suffer as a result of a claim by a third party arising from any infringement, actual or alleged, whether or not under English law, of any Intellectual Property Rights resulting from the possession, use, licensing, sale or other exploitation of the Supplies. 10.2 Where the Supplier generates any Intellectual Property Rights in performing Services, or creating or customising Products to Fujitsu’s specification (including without limitation by the creation or customisation of a Program or marketing, technical or training material or the internal or external design of an article), all such Intellectual Property Rights shall, on their creation, vest in Fujitsu exclusively and in consideration of the Charges the Supplier hereby, by way of future assignment with full title guarantee, assigns all such rights to Fujitsu. 10.3 The Supplier shall, promptly at Fujitsu's request, do or procure to be done all such further acts and things and the execution of all such other documents as Fujitsu may from time to time require for the purpose of securing for Fujitsu the full benefit of this Agreement, including all right, title and interest in and to the Intellectual Property Rights assigned to Fujitsu in accordance with Clause 10.2.

INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 10.1 The Supplier shall indemnify and hold harmless Fujitsu, its affiliates and its customers against any and all claims, liabilities, direct, indirect or consequential losses (including loss of profits, loss of business, depletion of goodwill and similar losses whether of a direct, indirect or consequential nature), costs and expenses (including legal fees) howsoever arising which Fujitsu, its affiliates or its customers may incur or suffer as a result of a claim by a third party arising from any infringement, actual or alleged, whether or not under English Irish law, of any Intellectual Property Rights resulting from the possession, use, licensing, sale or other exploitation of the Supplies. 10.2 Where the Supplier generates any Intellectual Property Rights in performing Services, or creating or customising Products to Fujitsu’s specification (including without limitation by the creation or customisation of a Program or marketing, technical or training material or the internal or external design of an article), all such Intellectual Property Rights shall, on their creation, vest in Fujitsu exclusively and in consideration of the Charges the Supplier hereby, by way of future assignment with full title guarantee, assigns all such rights to Fujitsu. 10.3 The Supplier shall, promptly at Fujitsu's request, do or procure to be done all such further acts and things and the execution of all such other documents as Fujitsu may from time to time require for the purpose of securing for Fujitsu the full benefit of this Agreement, including all right, title and interest in and to the Intellectual Property Rights assigned to Fujitsu in accordance with Clause 10.2.