Common use of JetFax Indemnity Clause in Contracts

JetFax Indemnity. In the countries fisted in Exhibit E, JetFax agrees to indemnify, defend and hold Samsung harmless from any claims, loss or damage arising from any patent infringement by JetFax's Hardware Design and Software. Such obligation to indemnify shall be subject to the condition that: (i) Samsung promptly notifies JetFax in writing of any such claim, loss or damage and permits JetFax, through counsel of choice, to answer the infringement and defend such claim; (ii) JetFax has sole control of the defense and all related settlement negotiations; (iii) the claim does not involve a patent that is already licensed by Samsung in its existing patent license agreements; and (iv) Samsung provides JetFax with the assistance, information, and authority to perform the above. If JetFax is liable for such infringement, JetFax may either modify its design to be non-infringing or obtain a license to continue using JetFax's design at JetFax's expense. If JetFax is unable to obtain a license under reasonable terms and the parties are unable to reasonably design around such patent(s), the parties shall negotiate in good faith a settlement between them to omit the infringing patent from this indemnity provision. If JetFax agrees to settle the suit, both JetFax and Samsung agree not to publicize the settlement nor to permit the party claiming infringement to publicize the settlement. Notwithstanding anything contained herein to the contrary, JetFax's liability under this section of this Agreement shall be limited to an amount not greater than the sum of [*] Notwithstanding the foregoing, JetFax shall have no liability hereunder for any claim, loss or damage based on modifications or other alterations made to the Software or the Hardware Designs by a party other than JetFax or the combination, operation or use of the Software or the Hardware Designs with other hardware or software not furnished or developed by JetFax if such infringement would have been avoided by the use of the Software and the Hardware Designs without such modification or alteration or without such other hardware or software.

JetFax Indemnity. In Subject to the countries fisted in Exhibit Eterms hereof, JetFax agrees to ---------------- indemnify, defend and hold Samsung Xerox harmless from and against any claimsclaim or suit alleging that the Software and/or the Hardware Designs provided by JetFax pursuant to this Agreement when used for their intended purposes in conjunction with any of the following items made by or for, loss Xerox: the Product, the JetFax Product, or damage arising from any Derivative Product, infringes the patent infringement by JetFax's Hardware Design and Software. Such obligation to indemnify shall be subject to the condition that: rights, copyrights or other proprietary rights of any third party ; provided that (i) Samsung promptly Xerox notifies JetFax in writing within fifteen (1 5) business days of any such claim, loss or damage and permits JetFax, through counsel of choice, to answer the infringement and defend such claim; (ii) JetFax has sole control of the defense and all related settlement negotiations; negotiations and (iii) the claim does not involve a patent that is already licensed by Samsung in its existing patent license agreements; and (iv) Samsung Xerox provides JetFax with the assistance, information, information and authority necessary to perform the above. If JetFax is liable for such infringement, JetFax may either modify its design to be non-infringing or obtain a license to continue using JetFax's design at JetFax's expense. If JetFax is unable to obtain a license under reasonable terms and the parties are unable to reasonably design around such patent(s), the parties shall negotiate in good faith a settlement between them to omit the infringing patent from this indemnity provision. If JetFax agrees to settle the suit, both JetFax and Samsung agree not to publicize the settlement nor to permit the party claiming infringement to publicize the settlement. Notwithstanding anything contained herein to the contrary, JetFax's liability under this section of this Agreement shall be limited to an amount not greater than the sum of [*] Notwithstanding the foregoing, JetFax shall have no liability hereunder for any claim, loss claim or damage suit based on (i) modifications or other alterations made to the Software or the Hardware Designs by a party other than by or for JetFax (other than by Xerox or Xerox Affiliates) or the combination, operation or use of the Software or the Hardware Designs with other hardware or software not furnished or developed by or for JetFax (other than by Xerox or Xerox Affiliates) if such infringement would have been avoided by the use of the Software and the Hardware Designs without such modification or alteration or without such other hardware or softwaresoftware or (ii) any Software related to the User Interface (as included in the Xerox Deliverables) or (iii) infringement of any proprietary rights of third parties to the extent and for the time period and activities such proprietary rights are licensed to Xerox (but JetFax shall reimburse Xerox for any reasonable per unit royalties Xerox is obligated to pay and does pay for such license(s) to the extent Xerox incurs greater cost under such license(s) dub to purchase of units by JetFax under the Supply Agreement). In the event that the Software or the Hardware Designs are the subject of a claim of infringement, JetFax may at its option and expense (i) modify the same to be non-infringing or (ii) obtain for Xerox a license (and any royalties required to obtain such license shall be paid by JetFax) to continue using the same. The provisions of this Section 7.3 state the entire liability and obligations of JetFax and the exclusive remedy of Xerox with respect to any infringement or alleged infringement of proprietary rights by the Software or the Hardware Designs. Except as set forth herein, JetFax assumes no liability for, and expressly disclaim,.,, any liability with respect to, any infringement or alleged infringement of any proprietary rights by the Software or the Hardware Designs.