Common use of Intellectual Property Warranty and Indemnity Clause in Contracts

Intellectual Property Warranty and Indemnity. Supplier warrants that Products do not infringe any patent, copyright or other intellectual property right of any third party. Supplier shall hold Buyer harmless against and handle, defend or settle any claim, demand, suit or proceeding brought against Buyer or Buyer’s customers that is based on an allegation that any article, apparatus, material, component or part thereof constituting Products, as well as any article, device or process resulting from the intended use thereof or any process or method furnished by Supplier for making or using Products, constitutes an infringement of any patent, copyright or other intellectual property right, and Supplier shall pay all damages and costs awarded therein or all costs incurred and payment due in settlement thereof, including but not limited to any royalties due for the continuing purchase of, or use of Products from Supplier. If any article, apparatus, material, component or part thereof, or any device or process necessarily resulting from the use thereof or process or method for using Products, is held in such suit or proceeding to constitute infringement or misappropriation and the manufacture, sale or use of the article, apparatus, material, component, part, device, process or method is enjoined, Supplier shall, at its own expense and at Buyer’s option, either procure for Buyer the right to continue making, using or selling the article, apparatus, material, component, part, device, process or method, or if the form, fit, function or performance thereof will not be materially adversely affected, replace same with a non-infringing article, apparatus, material, component, part, device, process or method, or modify it so it becomes non-infringing, or remove the article, apparatus or material or component and refund the purchase price and the transportation and installation costs thereof. The provisions of this Section 20 shall survive the termination or expiration of this Contract.

Intellectual Property Warranty and Indemnity. Supplier warrants that Products and/or Services and Deliverables provided hereunder, and Xxxxx’s use, possession, or import of such Products and/or Services and Deliverables, do not infringe any patent, copyright copyright, trademark or other intellectual property right of any third party. Supplier shall hold Buyer harmless against and handle, defend or settle any claim, demand, suit or proceeding brought against Buyer (including its distribution partners and agents) or Buyer’s customers and other users of Products and/or Services and Deliverables that is based on an allegation that any article, apparatus, material, component or part thereof constituting ProductsProducts and/or Services and Deliverables, as well as any article, device or process resulting from the intended use thereof or any process or method furnished by Supplier for making or using ProductsProducts and Deliverables and/or performing Services, constitutes an infringement of any patent, trademark, copyright or other intellectual property right, and Supplier shall pay all damages and costs awarded therein or all costs incurred and payment due in settlement thereof, including but not limited to any royalties due for the continuing purchase of, or use of Products and Deliverables from and/or the performance of Services by Supplier. If any article, apparatus, material, component or part thereof, or any device or process necessarily resulting from the use thereof or process or method for using ProductsProducts and/or Services and Deliverables, is held in such suit or proceeding to constitute infringement or misappropriation and the manufacture, sale or use of the article, apparatus, material, component, part, device, process or method is enjoined, Supplier shall, at its own expense and at Buyer’s option, either procure for Buyer or Buyer’s customers and other users the right to continue making, using or selling the article, apparatus, material, component, part, device, process or method, or if the form, fit, function or performance thereof will not be materially adversely affected, replace same with a non-infringing article, apparatus, material, component, part, device, process or method, or modify it so it becomes non-infringing, or remove the article, apparatus or material or component and refund the purchase price and the transportation and installation costs thereof. The provisions of this Section 20 shall survive the termination or expiration of this Contract.