Common use of Partner Indemnification Clause in Contracts

Partner Indemnification. Partner shall defend RN and its directors, officers, agents, employees and representatives, in any third party action for infringement by, or alleged infringement by the Partner Products of any trademark, service xxxx, patent, copyright, or misappropriation of any trade secret by the Partner Products, and will pay any final judgments awarded or settlements entered into in any such action. RN agrees that it shall notify Partner of all threats, claims and proceedings related to any such suit promptly after such threat, claim or proceeding comes to the attention of RN. Partner shall have sole control of the defense and/or settlement of any such suit, and RN shall furnish to Partner, upon request, information available to RN for such defense, and shall provide Partner with such assistance in defending such suits as is requested by Partner, at Partner's expense. If RN's use of the Partner Products under the terms of this Agreement is, or in Partner's opinion is likely to be, enjoined due to the type of infringement or misappropriation specified above, then Partner may, at its sole option and expense, either (i) procure for RN the right to continue using the Partner Products under the terms of this Agreement; or (ii)replace or modify the affected Partner Products so that it is noninfringing and substantially equivalent in function to the enjoined Partner Products. The foregoing obligation of Partner does not apply (i) with respect to versions of the Partner Products or portions or components thereof: (a)that are modified after shipment, if the alleged infringement relates to such modification, and if such modification was not authorized, expressly permitted or performed by Partner; (b)that are combined with other products, processes or materials, if the alleged infringement relates to such combination and if Partner did not authorize or expressly permit the combination; or (c) where RN's use of the Partner Products is not in accordance with the license granted under this Agreement; or (ii) for use or distribution of Partner Products or otherwise not in accordance with the terms and conditions of this Agreement.

Partner Indemnification. Partner shall defend RN and its directors, officers, agents, employees and representatives, in any third party action for infringement by, or alleged infringement by the Partner Products of any trademark, service xxxxmark, patentxxxent, copyright, or misappropriation of any trade secret by the Partner Products, and will pay any final judgments awarded or settlements entered into in any such action. RN agrees that it shall notify Partner of all threats, claims and proceedings related to any such suit promptly after such threat, claim or proceeding comes to the attention of RN. Partner shall have sole control of the defense and/or settlement of any such suit, and RN shall furnish to Partner, upon request, information available to RN for such defense, and shall provide Partner with such assistance in defending such suits as is requested by Partner, at Partner's expense. If RN's use of the Partner Products under the terms of this Agreement is, or in Partner's opinion is likely to be, enjoined due to the type of infringement or misappropriation specified above, then Partner may, at its sole option and expense, either (i) procure for RN the right to continue using the Partner Products under the terms of this Agreement; or (ii)replace or modify the affected Partner Products so that it is noninfringing and substantially equivalent in function to the enjoined Partner Products. The foregoing obligation of Partner does not apply (i) with respect to versions of the Partner Products or portions or components thereof: (a)that are modified after shipment, if the alleged infringement relates to such modification, and if such modification was not authorized, expressly permitted or performed by Partner; (b)that are combined with other products, processes or materials, if the alleged infringement relates to such combination and if Partner did not authorize or expressly permit the combination; or (c) where RN's use of the Partner Products is not in accordance with the license granted under this Agreement; or (ii) for use or distribution of Partner Products or otherwise not in accordance with the terms and conditions of this Agreement.