Common use of Owner Intellectual Property Indemnification Clause in Contracts

Owner Intellectual Property Indemnification. (a) Owner shall indemnify, defend, and hold harmless Contractor from any and all Losses arising from, in connection with, or based on any allegations made by third parties that the Work or any part thereof infringes any third-party U.S., Canadian or Mexican Intellectual Property Right to the extent such infringement is based on (i) any Intellectual Property provided by Owner (or by others, other than Contractor or its Subcontractors, acting on behalf of Owner); or (ii) any modification by Owner (or any entity, other than Contractor or its Subcontractors, acting on behalf of Owner), of the Work or any part thereof not intended or reasonably foreseeable by Contractor; or (iii) any written requests, specifications or instructions provided by Owner to the extent the infringement arises from compliance with such written requests, instructions or specifications. (b) Owner's obligations under this Article 18.2 (Owner Intellectual Property Indemnification) shall be subject to Article 20.3 (Indemnification Procedures). (c) The foregoing sets forth Contractor's sole remedy and Owner's sole and entire obligation with respect to any claims of infringement or misappropriation of Intellectual Property Rights arising out of or related to the Work.