Common use of Intellectual Property Warranty and Indemnification Clause in Contracts

Intellectual Property Warranty and Indemnification. Except as otherwise set forth below, WHOLESALER warrants that any materials, software or products produced by WHOLESALER will not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party. In the event of any such claim by any third party against MMCAP Infuse, MMCAP Infuse will promptly notify WHOLESALER. WHOLESALER, at its own expense, will indemnify; defend to the extent permitted by the Minnesota Attorney General's Office, and hold harmless MMCAP Infuse against any loss, cost, expense, or liability (including reasonable legal fees) arising out of such a claim, whether or not such claim is successful against MMCAP Infuse. 16.4.1 If such a claim has occurred, or in the WHOLESALER's opinion is likely to occur, the WHOLESALER will either procure for MMCAP Infuse the right to continue using the materials or products or replacement or modified materials or products. If an option satisfactory to MMCAP Infuse is not reasonably available, MMCAP Infuse will return the materials or products to the WHOLESALER, upon written request of the WHOLESALER and at the WHOLESALER’s expense. This remedy is in addition to any other remedy provided by law. 16.4.2 In the event of a third party claim of infringement by any material, software or product provided by WHOLESALER or utilized by WHOLESALER in the performance of this Contract, but produced by a third party, WHOLESALER’s indemnification obligations set forth in Section 13.4 shall apply to the extent that the third party’s indemnification obligation to the WHOLESALER is available to MMCAP Infuse or WHOLESALER will assist MMCAP Infuse in tender of such claim directly to the manufacturer of such material, software or product.

Intellectual Property Warranty and Indemnification. Except as otherwise set forth below, WHOLESALER Vendor warrants that any materials, software software, or products produced by WHOLESALER Vendor will not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party. In the event of any such claim by any third party against MMCAP Infuse, MMCAP Infuse will promptly notify WHOLESALERVendor. WHOLESALERVendor, at its own expense, will indemnify; defend to the extent permitted by the Minnesota Attorney General's Office, and hold harmless MMCAP Infuse against any loss, cost, expense, or liability (including reasonable legal fees) arising out of such a claim, whether or not such claim is successful against MMCAP Infuse. 16.4.1 A. If such a claim has occurred, or in the WHOLESALER's Vendor’s opinion is likely to occur, the WHOLESALER Vendor will either procure for MMCAP Infuse the right to continue using the materials or products or replacement or modified materials or products. If an option satisfactory to MMCAP Infuse is not reasonably available, MMCAP Infuse will return the materials or products to the WHOLESALERVendor, upon written request of the WHOLESALER Vendor and at the WHOLESALERVendor’s expense. This remedy is in addition to any other remedy provided by law. 16.4.2 B. In the event of a third party claim of infringement by any material, software or product provided by WHOLESALER Vendor or utilized by WHOLESALER Vendor in the performance of this ContractAgreement, but produced by a third party, WHOLESALERVendor’s indemnification obligations set forth in Section 13.4 this Article shall apply to the extent that the third party’s indemnification obligation to the WHOLESALER Vendor is available to MMCAP Infuse or WHOLESALER Vendor will assist MMCAP Infuse in tender of such claim directly to the manufacturer of such material, software software, or product.

Intellectual Property Warranty and Indemnification. Except as otherwise set forth below, WHOLESALER warrants that any materials, software or products produced by WHOLESALER will not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party. In the event of any such claim by any third party against MMCAP InfuseMMCAP, MMCAP Infuse will promptly notify WHOLESALER. WHOLESALER, at its own expense, will indemnify; defend to the extent permitted by the Minnesota Attorney General's Office, and hold harmless MMCAP Infuse against any loss, cost, expense, or liability (including reasonable legal fees) arising out of such a claim, whether or not such claim is successful against MMCAP InfuseMMCAP. 16.4.1 13.4.1 If such a claim has occurred, or in the WHOLESALER's opinion is likely to occur, the WHOLESALER will either procure for MMCAP Infuse the right to continue using the materials or products or replacement or modified materials or products. If an option satisfactory to MMCAP Infuse is not reasonably available, MMCAP Infuse will return the materials or products to the WHOLESALER, upon written request of the WHOLESALER and at the WHOLESALER’s expense. This remedy is in addition to any other remedy provided by law. 16.4.2 13.4.2 In the event of a third party claim of infringement by any material, software or product provided by WHOLESALER or utilized by WHOLESALER in the performance of this Contract, but produced by a third party, WHOLESALER’s indemnification obligations set forth in Section 13.4 shall apply to the extent that the third party’s indemnification obligation to the WHOLESALER is available to MMCAP Infuse or WHOLESALER will assist MMCAP Infuse in tender of such claim directly to the manufacturer of such material, software or product.

Intellectual Property Warranty and Indemnification. Except as otherwise set forth below, WHOLESALER warrants that any materials, software or products produced by WHOLESALER will not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party. In the event of any such claim by any third party against MMCAP InfuseMMCAP, MMCAP Infuse will promptly notify WHOLESALER. WHOLESALER, at its own expense, will indemnify; defend to the extent permitted by the Minnesota Attorney General's Office, and hold harmless MMCAP Infuse against any loss, cost, expense, or liability (including reasonable legal fees) arising out of such a claim, whether or not such claim is successful against MMCAP InfuseMMCAP. 16.4.1 13.4.1 If such a claim has occurred, or in the WHOLESALER's opinion is likely to occur, the WHOLESALER will either procure for MMCAP Infuse the right to continue using the materials or products or replacement or modified materials or products. If an option satisfactory to MMCAP Infuse is not reasonably available, MMCAP Infuse will return the materials or products to the WHOLESALER, upon written request of the WHOLESALER and at the WHOLESALER’s expense. This remedy is in addition to any other remedy provided by law. 16.4.2 13.4.2 In the event of a third party claim of infringement by any material, software or product provided by WHOLESALER or utilized by WHOLESALER in the performance of this Contractcontract, but produced by a third party, WHOLESALER’s indemnification obligations set forth in Section 13.4 shall apply to the extent that the third party’s indemnification obligation to the WHOLESALER is available to MMCAP Infuse or WHOLESALER will assist MMCAP Infuse in tender of such claim directly to the manufacturer of such material, software or product.

Intellectual Property Warranty and Indemnification. Except as otherwise set forth below, WHOLESALER Vendor warrants that any materials, software software, or products produced by WHOLESALER Vendor will not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any third party. In the event of any such claim by any third party against MMCAP InfuseMMCAP, MMCAP Infuse will promptly notify WHOLESALERVendor. WHOLESALERVendor, at its own expense, will indemnify; defend to the extent permitted by the Minnesota Attorney General's Office, and hold harmless MMCAP Infuse against any loss, cost, expense, or liability (including reasonable legal fees) arising out of such a claim, whether or not such claim is successful against MMCAP Infuseto the extent the claim is proximately caused by actual or alleged infringement of any valid patent, copyright, trademark, or other intellectual property right of a third party resulting from MMCAP’s use of the Contracted Items in accordance with the procedures, instructions, and uses provided by Vendor with such Contracted Item, including, without limitation, in any labeling, manual, or package insert. 16.4.1 A. If such a claim has occurred, or in the WHOLESALER's Vendor’s opinion is likely to occur, the WHOLESALER Vendor will either procure for MMCAP Infuse the right to continue using the materials or products or replacement or modified materials or products. If an option satisfactory to MMCAP Infuse is not reasonably available, MMCAP Infuse will return the materials or products to the WHOLESALERVendor, upon written request of the WHOLESALER Vendor and at the WHOLESALERVendor’s expense. This remedy is in addition to any other remedy provided by law. 16.4.2 B. In the event of a third party claim of infringement by any material, software or product provided by WHOLESALER Vendor or utilized by WHOLESALER Vendor in the performance of this ContractAgreement, but produced by a third party, WHOLESALERVendor’s indemnification obligations set forth in Section 13.4 this Article shall apply to the extent that the third party’s indemnification obligation to the WHOLESALER Vendor is available to MMCAP Infuse or WHOLESALER Vendor will assist MMCAP Infuse in tender of such claim directly to the manufacturer of such material, software or product.