Common use of IPR Clause in Contracts

IPR. The Seller shall fully indemnify the Buyer against any action, claim, demand, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any IPR by the use or sale of the Goods and against all loss and damages which the Buyer may incur thereby, save for any infringement which is due to the Seller having followed a design or instruction furnished by the Buyer or to the use of the Goods in a manner or for a purpose not disclosed to the Seller and not reasonably inferable by the Seller. In the event of any claim being made or action brought against the Buyer arising out of the matters referred to in this clause 15 the Seller shall be notified thereof as soon as possible and may at his own expense assume the conduct of all negotiations for the settlement of the same and of any litigation that may arise therefrom, acting in consultation with the Buyer and taking into account all reasonable observations of the Buyer. The Seller shall within 14 days of such notification inform the Buyer in writing whether or not it will conduct such negotiations and/or litigation. The Buyer shall not, unless and until the Seller shall have failed to take over the conduct of such negotiations and/or litigation, make any admission prejudicial thereto and shall at the request of the Seller afford all available assistance for such purpose and be repaid any expenses incurred in so doing. The Buyer warrants that any design or instructions furnished or given to the Seller shall not be such as may cause the Seller to infringe IPR in the performance of the Order.