Common use of Intellectual Property Rights Indemnities Clause in Contracts

Intellectual Property Rights Indemnities. Supplier warrants and represents that (i) it owns or has obtained valid licenses or rights to all Intellectual Property Rights in the Products, Services and Documentation; and (ii) the sale of the Products, Services and Documentation hereunder and Fujitsu’s use and distribution thereof shall not infringe the Intellectual Property Rights of any third party. Supplier shall at its own expense defend, indemnify and hold Fujitsu and its affiliates and customers (collectively, “Fujitsu Indemnitees”) harmless from any and all claims, costs, expenses, damages or other liabilities, including court costs, reasonable attorneys' fees and settlement costs (collectively “Costs”), arising out of or relating to the infringement or suspected infringement of any Intellectual Property Rights or the misappropriation or suspected misappropriation of trade secrets or other proprietary rights, arising out of or relating to the manufacture, use, transfer, sale or other distribution of the Products, Services or Documentation, whether alone or in combination with other items. If the manufacture, use, transfer, sale or other distribution of any of the Products, Services or Documentation by a Fujitsu Indemnitee constitutes an infringement or misappropriation or is enjoined, Supplier shall, at its own expense and option, (a) procure for all Fujitsu Indemnitees the right to continue using, transferring, selling, and otherwise distributing such Product, Service or Documentation; (b) modify such Product, Service or Documentation so that it becomes non-infringing, while conforming to the applicable specifications; or (c) replace such Product, Service or Documentation with a non-infringing substitute, which conforms to the applicable specifications.

Intellectual Property Rights Indemnities. Supplier warrants and represents that (i) it owns or has obtained valid licenses or rights to all the necessary Intellectual Property Rights in the Products, Services and Documentation; and (ii) the Documentation related to their sale of the Products, Services and Documentation hereunder and Fujitsu’s 's use and distribution thereof shall not infringe the Intellectual Property Rights thereof, free and clear of any third partyencumbrances, and has procured the necessary consents in relation to moral rights or otherwise necessary to make this warranty. Supplier shall at its own expense shall defend, indemnify and hold Fujitsu and its affiliates and customers (collectivelycollectively hereafter in this Clause, “"Fujitsu Indemnitees”") harmless from any and all claims, costs, expenses, damages or other liabilities, including court costs, costs and reasonable attorneys' fees and settlement costs (collectively “Costs”)fees, arising out of or relating to the any patent, trademark, copyright or other intellectual property infringement claims or suspected infringement of any Intellectual Property Rights or the misappropriation or suspected claims based on misappropriation of trade secrets secret or other proprietary rights, rights arising out of or relating to the manufacture, use, transfer, sale or other distribution of the Products, Products [Services or Documentation, whether alone or in combination with other items. .] If the manufacture, use, transfer, sale or other distribution of any of the Products, Products [Services or Documentation ] by a Fujitsu Indemnitee constitutes an infringement or misappropriation or is enjoined, Supplier shall, at its own expense and option, (ai) procure for all Fujitsu Indemnitees the right to continue using, transferring, selling, and otherwise distributing such Product, Product [Service or Documentation; ], (bii) modify such Product, Product [Service or Documentation Documentation] so that it becomes non-infringing, while conforming to the applicable specifications; , or (ciii) replace such Product, Product [Service or Documentation Documentation] with a non-infringing substitute, which conforms to the applicable specifications. The rights of Fujitsu Indemnitees under this Section shall not become time-barred.

Intellectual Property Rights Indemnities. Supplier warrants and represents that (i) it owns or has obtained valid licenses or rights to all the necessary Intellectual Property Rights in the Products, Services and Documentation; and (ii) the Documentation related to their sale of the Products, Services and Documentation hereunder and Fujitsu’s Positek's use and distribution thereof shall not infringe the Intellectual Property Rights thereof, free and clear of any third partyencumbrances, and has procured the necessary consents in relation to moral rights or otherwise necessary to make this warranty. Supplier shall at its own expense shall defend, indemnify and hold Fujitsu Positek and its affiliates and customers (collectivelycollectively hereafter in this Clause, “Fujitsu "Positek Indemnitees”") harmless from any and all claims, costs, expenses, damages or other liabilities, including court costs, costs and reasonable attorneys' fees and settlement costs (collectively “Costs”)fees, arising out of or relating to the any patent, trademark, copyright or other intellectual property infringement claims or suspected infringement of any Intellectual Property Rights or the misappropriation or suspected claims based on misappropriation of trade secrets secret or other proprietary rights, rights arising out of or relating to the manufacture, use, transfer, sale or other distribution of the Products, Products [Services or Documentation, whether alone or in combination with other items. .] If the manufacture, use, transfer, sale or other distribution of any of the Products, Products [Services or Documentation ] by a Fujitsu Positek Indemnitee constitutes an infringement or misappropriation or is enjoined, Supplier shall, at its own expense and option, (ai) procure for all Fujitsu Positek Indemnitees the right to continue using, transferring, selling, and otherwise distributing such Product, Product [Service or Documentation; ], (bii) modify such Product, Product [Service or Documentation Documentation] so that it becomes non-infringing, while conforming to the applicable specifications; or (c) replace such Product, Service or Documentation with a non-infringing substitute, which conforms to the applicable specifications.or