Common use of INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 25.1 Subject to the provisions set forth hereinafter and in Article 26. NON-INFRINGEMENT OF RIGHTS clause herein, TAEC shall defend, indemnify, and hold Customer harmless from and against all damages, obligations, causes of action, suits, or injuries of any kind arising from any actual or claimed infringement of United States, Canada, Mexico, Japan and European Community patents, mask work rights, or copyrights with respect to TAEC’s design or TAEC’s manufacturing of the Prototypes or Products; provided that: a. Customer shall promptly notify TAEC in writing of any claim of infringement; and b. TAEC shall have sole control of both the defense of any action on such claim and all negotiations for its settlement or compromise; and c. Customer shall provide all reasonably necessary authority, information, and assistance to TAEC and its counsel for the defense of such claim. 25.2 Notwithstanding the foregoing, TAEC shall have no liability or obligation to Customer with respect to any intellectual property results infringement or claims thereof based on: a. TAEC’s compliance with designs, plans, specifications, or other information provided by Customer; b. Use of the Prototypes or Products in combination with devices or products not purchased hereunder where the Products would not in themselves be infringing; c. Use of the Prototypes or Products in an application or environment for which such Products were not designed or contemplated; d. Modifications or additions to Prototypes or Products by Customer; e. Any claims of infringement of a patent in which Customer, or any affiliate or customer of Customer, has an interest or a license; or f. Should the owner of such intellectual property rights wish to grant a license to Customer with respect to a claim of patent infringement when the claimant declines to offer a license to TAEC but insists upon dealing only with Customer, notwithstanding TAEC’s good faith efforts to resolve the claim. 25.3 If any Product is held to constitute an infringement or its use is enjoined, TAEC, at its option and at its own expense, may: a. Procure for Customer the right to continue using such Product royalty-free; or b. Replace such Product to Customer’s reasonable satisfaction with non-infringing product of equivalent quality and performance; or c. If (a) and/or (b) above are impracticable, accept the return of such Product for credit, allowing for a reasonable deduction for depreciation.