Common use of Intellectual Property Warranty and Indemnification Clause in Contracts

Intellectual Property Warranty and Indemnification. 11.1.1 Supplier represents and warrants to Buyer that: (x) it has not received any notice claiming that any of Products and services directly or indirectly infringes any third party IPR; and (y) to the best of its knowledge, all Products delivered hereunder do not directly or indirectly infringe, misappropriate, or otherwise violate any third party IPR. Supplier shall defend, indemnify and hold harmless Buyer Indemnitees from and against all liabilities, costs, damages and expenses, including reasonable attorneys’ fees, arising from or related to any claim that Products, in whole or in part, directly or indirectly infringe, misappropriate, or otherwise violate any IPR of a Third Party. If Supplier does not diligently pursue resolution of the claim against Buyer Indemnitees or provide reasonable assurances that it shall diligently pursue resolution, then the Buyer Indemnitee against who such claim has been advanced may, without in any way limiting its other rights and remedies, defend against the claim at Supplier’s expense. If the use of a Product is found to (or believed by Supplier to) directly or indirectly infringe, misappropriate, or otherwise violate any Third Party IPR, Supplier shall, without in any way limiting its foregoing obligations, and at its sole expense: (a) procure the necessary rights so that Products are not subject to any such claim; (b) replace or modify Product with a product of equivalent performance so that it avoids such claim; or Philips & Profound (c) if the options under subclasses a) or b) above are not possible, refund to Buyer in full all costs paid by Buyer for the relevant Products and pay all reasonable additional costs incurred by Buyer as a result of Supplier’s action under sub clauses a), b) or c). If the Parties foresee that the Parties will jointly develop any Intellectual Property Rights in connection with this Agreement, such development will be reviewed by the joint streering committee (as contemplated by the Purchase Agreement) and appropriate legal documentation will be put in place to address such joint development, in a form approved by such joint steering committee.

Intellectual Property Warranty and Indemnification. 11.1.1 Supplier A. ATG represents and warrants to Buyer that: (x) it has not received any notice claiming that any of Products and services directly or indirectly infringes any third party IPR; and (y) , to the best of its ATG's knowledge, all Products delivered any Developed Software produced hereunder do does not directly or indirectly infringeviolate any patent, misappropriatemask work rights, copyright, trade secret, trademark, or otherwise violate other proprietary right of any third party, and that ATG has the right to make disclosure and use of all such information used by ATG in the performance of the Services. B. If any claim of infringement is made by any third party IPR. Supplier against Sun, exclusively due to Sun's use of any Work Product provided by ATG hereunder, Sun shall promptly notify ATG and ATG shall defend, indemnify and hold Sun harmless Buyer Indemnitees from against any and against all liabilitiesliability, costslosses, damages and expensesclaims, expenses (including reasonable attorneys’ attorney's fees), demand or damages of any kind arising from out of or related to any such claim, whether or not that claim that Productsis successful, provided that: (i) Sun promptly notifies ATG in writing of the claim; and (ii) ATG has control of the defense and all related settlements negotiations, provided that, ATG agrees to submit to Sun the terms of any settlement litigation ("Proposed Settlement") covered by this Section 13 in which Sun is named as a party. If within five (5) business days of Sun's receipt of the Proposed Settlement, ATG does not receive in writing a disapproval of the Proposed Settlement, the Proposed Settlement shall be deemed approved by Sun. If within five (5) business days of Sun's receipt of the Proposed Settlement, ATG receives from Sun a disapproval of the Proposed Settlement, ATG shall not enter into the settlement in Sun's name (but may enter into the settlement as it applies to ATG or any other third parties), and in such event ATG shall not be required to indemnify Sun for any final judgment thereafter entered against Sun in excess of the dollar amount of the Proposed Settlement. Notwithstanding the above, if the Proposed Settlement imposes any obligation other than (a) to cease using the infringing Work Product, (b) to destroy or return the infringing Work Product, and/or (c) to pay a third party or parties monies, then if Sun rejects the Proposed Settlement within the time period specified above, ATG shall still be required to defend Sun in the dispute and to indemnify Sun for any final judgment in such suit. (iii) Sun fully cooperates with ATG, at ATG's cost, in whole the defense or in part, directly or indirectly infringe, misappropriatesettlement of such actions. C. If Sun is enjoined, or otherwise violate likely to be enjoined, from using any IPR of the Work Product because of a Third Party. If Supplier does not diligently pursue resolution claim of the claim against Buyer Indemnitees or provide reasonable assurances that it shall diligently pursue resolutioninfringement of proprietary rights of any third party, then the Buyer Indemnitee against who such claim has been advanced may, without in any way limiting its other rights and remedies, defend against the claim at Supplier’s expense. If the use of a Product is found to (or believed by Supplier to) directly or indirectly infringe, misappropriate, or otherwise violate any Third Party IPR, Supplier ATG shall, without in any way limiting its foregoing obligations, and at its sole own expense: (ai) procure obtain for Sun the necessary rights so that Products are not subject right to any continue using such claimWork Product; (bii) replace or modify the Work Product with a product to make it non-infringing, so long as the replacement or modification conforms to the Statement of equivalent Work and does not adversely impact functionality or performance so that it avoids such claimof the Work Product running in Sun's production environment; or Philips & Profoundor (ciii) if the options under subclasses a) or b) above are not possible, terminate this PSA and refund to Buyer in full all costs paid payments made by Buyer for the relevant Products and pay all reasonable additional costs incurred by Buyer as a result of Supplier’s action under sub clauses a), b) or c). If the Parties foresee that the Parties will jointly develop any Intellectual Property Rights in connection with this Agreement, such development will be reviewed by the joint streering committee (as contemplated by the Purchase Agreement) and appropriate legal documentation will be put in place to address such joint development, in a form approved by such joint steering committeeSun herein.

Intellectual Property Warranty and Indemnification. 11.1.1 Supplier represents and warrants to Buyer that: (x) it has not received any notice claiming that any of Products and services directly or indirectly infringes any third party IPR; and (y) to the best of its knowledge, all Products delivered hereunder do not directly or indirectly infringe, misappropriate, or otherwise violate any third party IPR. Supplier shall defend, indemnify and hold harmless Buyer Indemnitees from and against all liabilities, costs, damages and expenses, including reasonable attorneys’ fees, arising from or related to any claim that Products, in whole or in part, directly or indirectly infringe, misappropriate, or otherwise violate any IPR of a Third Party. If Supplier does not diligently pursue resolution of the claim against Buyer Indemnitees or provide reasonable assurances that it shall diligently pursue resolution, then the Buyer Indemnitee against who such claim has been advanced may, without in any way limiting its other rights and remedies, defend against the claim at Supplier’s expense. If the use of a Product is found to (or believed by Supplier to) directly or indirectly infringe, misappropriate, or otherwise violate any Third Party IPR, Supplier shall, without in any way limiting its foregoing obligations, and at its sole expense:: Philips & Profound (a) procure the necessary rights so that Products are not subject to any such claim; (b) replace or modify Product with a product of equivalent performance so that it avoids such claim; or Philips & Profoundor (c) if the options under subclasses a) or b) above are not possible, refund to Buyer in full all costs paid by Buyer for the relevant Products and pay all reasonable additional costs incurred by Buyer as a result of Supplier’s action under sub clauses a), b) or c). If the Parties foresee that the Parties will jointly develop any Intellectual Property Rights in connection with this Agreement, such development will be reviewed by the joint streering committee (as contemplated by the Purchase Agreement) and appropriate legal documentation will be put in place to address such joint development, in a form approved by such joint steering committee.

Intellectual Property Warranty and Indemnification. 11.1.1 Supplier represents ‌ (a) Seller warrants that the Goods and warrants to Buyer that: (x) it has not received any notice claiming that any Services shall be delivered free of Products and services directly or indirectly infringes the rightful claim of any third party IPR; and (y) to the best person of its knowledge, all Products delivered hereunder do not directly or indirectly infringe, misappropriate, or otherwise violate any third party IPRinfringement. Supplier Seller shall defend, indemnify and hold harmless Buyer Indemnitees Buyer, Buyer’s Customers, Affiliates, and subsidiaries, their agents, directors, officers, and employees, and each subsequent purchaser or user of Goods or Services, from and against all liabilitiesany losses, costs, damages damages, and expensesliabilities, including reasonable attorneys’ including, without limitation, any attorney’s fees, court costs and fines, arising from any potential or actual claim, suit, injunction, action, proceeding, or investigation alleging infringement or violation of any Intellectual Property rights or license, related to the manufacture, use, sale, offer for sale, import or other exploitation of any claim that Products, Goods or Services delivered or performed in whole or in part, directly or indirectly infringe, misappropriate, or otherwise violate any IPR of a Third Party. If Supplier does not diligently pursue resolution of connection with the claim against Buyer Indemnitees or provide reasonable assurances that it shall diligently pursue resolution, then the Buyer Indemnitee against who such claim has been advanced may, without in any way limiting its other rights and remedies, defend against the claim at Supplier’s expense. If the use of a Product is found to Order (or believed by Supplier to) directly or indirectly infringe, misappropriate, or otherwise violate any Third Party IPR, Supplier shall, without in any way limiting its foregoing obligations, and at its sole expense: (a) procure the necessary rights so that Products are not subject to any such claim;“Claim”). (b) replace or modify Product Seller shall not be liable for any Claim based on Seller’s compliance with any specification created by the Buyer, unless: (i) Seller could have complied with Buyer’s specification using a product solution that was non-infringing; (ii) the relevant portion of equivalent performance so that it avoids such claim; or Philips & Profoundthe specification (c) Seller shall, upon written notice from Buyer of a Claim, promptly assume and diligently conduct the entire defense of a Claim at its own expense. Insofar as the Buyer’s interests are affected, the Buyer shall have the right, at its own expense and without releasing any obligation of the Seller, to participate and intervene in a Claim. Buyer shall have the right to reasonably reject counsel selected by Seller. Seller shall not enter into any settlement without Buyer’s prior written consent, which shall not be unreasonably withheld. (d) Buyer may supersede Seller in the defense of any Claim and assume and conduct the defense at Buyer’s sole discretion. In such an event, Seller shall be released from any obligation to pay for attorneys’ fees and court costs, but not settlement or damages, and any such release is expressly conditioned on Seller’s complete cooperation with Buyer in Buyer’s defense of such Claim at Buyer’s expense. Buyer shall not enter into any settlement without Seller’s prior written consent, which shall not be unreasonably withheld. (e) If the manufacture, use, sale, offer for sale, import, export or other exploitation of any of the Goods or Services is enjoined by a court, if delivery is precluded by a government entity, or should Seller refuse to provide or supply any Goods or Services to avoid a potential third party claim, Seller shall avoid any disruption to Buyer and shall (i) secure for Buyer the options under subclasses aright to provide, use or sell such Goods or Services; (ii) modify or breplace such Goods or Services with equivalent non-infringing Goods or Services; or (iii) above are not possibleprovide such other solution acceptable to Buyer. Seller shall reimburse Buyer for Buyer’s costs incurred in obtaining all internal, external and Buyer’s Customer approvals, qualifications, certifications, and the like, necessary for making, using and selling alternate non-infringing Goods or Services. Seller shall refund to Buyer in full all costs paid by the purchase price of any such Goods or Services that Buyer is prohibited from providing, using, selling offering for the relevant Products and pay all reasonable additional costs incurred by Buyer as a result of Supplier’s action under sub clauses a)sale, b) importing, exporting, or c). If the Parties foresee that the Parties will jointly develop any Intellectual Property Rights in connection with this Agreement, such development will be reviewed by the joint streering committee (as contemplated by the Purchase Agreement) and appropriate legal documentation will be put in place to address such joint development, in a form approved by such joint steering committeeotherwise exploiting.

Intellectual Property Warranty and Indemnification. 11.1.1 Supplier represents (a) Seller warrants that the Goods and warrants to Buyer that: (x) it has not received any notice claiming that any Services shall be delivered free of Products and services directly or indirectly infringes the rightful claim of any third party IPR; and (y) to the best person of its knowledge, all Products delivered hereunder do not directly or indirectly infringe, misappropriate, or otherwise violate any third party IPRinfringement. Supplier Seller shall defend, indemnify and hold harmless Buyer Indemnitees Buyer, Xxxxx’s Customers, Affiliates, and subsidiaries, their agents, directors, officers, and employees, and each subsequent purchaser or user of Goods or Services, from and against all liabilitiesany losses, costs, damages damages, and expensesliabilities, including reasonable attorneys’ including, without limitation, any attorney’s fees, court costs and fines, arising from any potential or actual claim, suit, injunction, action, proceeding, or investigation alleging infringement or violation of any Intellectual Property rights or license, related to the manufacture, use, sale, offer for sale, import or other exploitation of any claim that Products, Goods or Services delivered or performed in whole or in part, directly or indirectly infringe, misappropriate, or otherwise violate any IPR of a Third Party. If Supplier does not diligently pursue resolution of connection with the claim against Buyer Indemnitees or provide reasonable assurances that it shall diligently pursue resolution, then the Buyer Indemnitee against who such claim has been advanced may, without in any way limiting its other rights and remedies, defend against the claim at Supplier’s expense. If the use of a Product is found to Order (or believed by Supplier to) directly or indirectly infringe, misappropriate, or otherwise violate any Third Party IPR, Supplier shall, without in any way limiting its foregoing obligations, and at its sole expense: (a) procure the necessary rights so that Products are not subject to any such claim;“Claim”). (b) replace Seller shall not be liable for any Claim based on Seller’s compliance with any specification created by the Buyer, unless: (i) Seller could have complied with Buyer’s specification using a solution that was non- infringing; (ii) the relevant portion of the specification was derived from, recommended by, or modify Product with a product of equivalent performance so that it avoids such claimprovided by, Seller; or Philips & Profound(iii) Seller knew or should have known of a Claim or potential Claim and did not promptly notify Buyer in writing. (c) Seller shall, upon written notice from Buyer of a Claim, promptly assume and diligently conduct the entire defense of a Claim at its own expense. Insofar as the Buyer’s interests are affected, the Buyer shall have the right, at its own expense and without releasing any obligation of the Seller, to participate and intervene in a Claim. Buyer shall have the right to reasonably reject counsel selected by Xxxxxx. Seller shall not enter into any settlement without Buyer’s prior written consent, which shall not be unreasonably withheld. (d) Xxxxx may supersede Seller in the defense of any Claim and assume and conduct the defense at Xxxxx’s sole discretion. In such an event, Seller shall be released from any obligation to pay for attorneys’ fees and court costs, but not settlement or damages, and any such release is expressly conditioned on Seller’s complete cooperation with Buyer in Buyer’s defense of such Claim at Buyer’s expense. Buyer shall not enter into any settlement without Seller’s prior written consent, which shall not be unreasonably withheld. (e) If the manufacture, use, sale, offer for sale, import, export or other exploitation of any of the Goods or Services is enjoined by a court, if delivery is precluded by a government entity, or should Seller refuse to provide or supply any Goods or Services to avoid a potential third party claim, Seller shall avoid any disruption to Buyer and shall (i) secure for Buyer the options under subclasses aright to provide, use or sell such Goods or Services; (ii) modify or breplace such Goods or Services with equivalent non-infringing Goods or Services; or (iii) above are not possibleprovide such other solution acceptable to Buyer. Seller shall reimburse Buyer for Xxxxx’s costs incurred in obtaining all internal, external and Buyer’s Customer approvals, qualifications, certifications, and the like, necessary for making, using and selling alternate non-infringing Goods or Services. Seller shall refund to Buyer in full all costs paid by the purchase price of any such Goods or Services that Buyer is prohibited from providing, using, selling offering for the relevant Products and pay all reasonable additional costs incurred by Buyer as a result of Supplier’s action under sub clauses a)sale, b) importing, exporting, or c). If the Parties foresee that the Parties will jointly develop any Intellectual Property Rights in connection with this Agreement, such development will be reviewed by the joint streering committee (as contemplated by the Purchase Agreement) and appropriate legal documentation will be put in place to address such joint development, in a form approved by such joint steering committeeotherwise exploiting.