PATENT/COPYRIGHT INDEMNITY. 19.1 Contractor shall indemnify and hold Buyer harmless against any liability or expense as a result of claims, actions, or proceedings against Buyer alleging the infringement of any trademarks, United States Copyright or mask work, United States Letters Patent, any other intellectual property rights, by any article fabricated by Contractor and delivered to Buyer pursuant to this Contract as set forth below. 19.2 Contractor agrees to defend at its own expense any claim, action, proceeding or request for royalty payments or any claim for equitable relief or damages against Buyer, its officers, employees, agents, or subsidiaries based on an allegation that the manufacture of any item under this Contract or the use, lease, or sale thereof infringes any United States Letters Patent trademark, United States Copyright or mask work or any other intellectual property right, and to pay any royalties and other costs related to the settlement of such claim, action, proceeding or request and to pay the costs and damages, including reasonable attorney's fees finally awarded as the result of any claim, action or proceeding based on such request, provided that Contractor is given prompt written notice of such request or claim by Buyer and given authority and such assistance and information as is available to Buyer for resisting such request or for the defense of such claim, action or proceeding. Any such assistance or information which is furnished by Buyer at the written request of Contractor is to be at Contractor's expense. 19.3 In the event that, as a result of any such claim, action, proceeding or request: a) prior to delivery, the manufacture of any item is enjoined; or b) after delivery, the use, lease or sale thereof is enjoined, Contractor agrees to utilize its best effort to either: (1) negotiate a license or other agreement with plaintiff so that such item is no longer infringing; or (2) modify such item suitably or substitute a suitable item therefore, which modified or substituted item is not subject to such injunction, and to extend the provisions of this Article thereto. In the event that neither of the foregoing alternatives is suitably accomplished by Contractor, Contractor shall be liable to Buyer for Buyer's additional costs and damages arising as a result of such injunction; provided however, that in no event shall Contractor's entire liability under this Article exceed [***************] for each Spacecraft. The existence of one or more claims, actions, proceedings or lawsuits shall not extend such amount. 19.4 The foregoing indemnity shall not apply to any infringement resulting from a modification or addition, by other than Contractor, to an item after delivery. 19.5 If the infringement results from the compliance by Contractor with the Buyer's directed designs, specifications or instructions, the Buyer will defend or settle, at its expense, any such suit against the Contractor. 19.6 The foregoing constitutes the Parties' entire obligation with respect to claims for infringement. [***] Filed separately with the Commission pursuant to a request for confidential treatment.
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PATENT/COPYRIGHT INDEMNITY. 19.1 Contractor shall indemnify and hold Buyer harmless against any liability or expense as a result of claims, actions, or proceedings against Buyer alleging the infringement of any trademarks, United States Copyright or mask work, United States Letters Patent, any other intellectual property rights, by any article fabricated by Contractor and delivered to Buyer pursuant to this Contract as set forth below.
19.2 Contractor agrees to defend at its own expense any claim, action, proceeding or request for royalty payments or any claim for equitable relief or damages against Buyer, its subsidiaries, and the officers, employees, agents, or consultants and advisors of Buyer and its subsidiaries (each such party entitled to indemnification being referred to herein as a "Buyer Indemnitee") based on an allegation that the manufacture of any item under this Contract or the use, lease, or sale thereof infringes any United States Letters Patent trademark, United States Copyright or mask work or any other intellectual property right, and to pay any royalties and other costs related to the settlement of such claim, action, proceeding or request and to pay the costs and damages, including reasonable attorney's fees finally awarded as the result of any claim, action or proceeding based on such request, provided that Contractor is given prompt written notice of such request or claim by Buyer and given authority and such assistance and information as is available to Buyer for resisting such request or for the defense of such claim, action or proceeding, and provided that such Buyer Indemnitee has not intentionally done and shall not intentionally do anything to prejudice materially the defense of such claim, action or proceeding. PanAmSat and Boeing Proprietary Information Subject to restrictions on Contract title page 61 Buyer ____ Contractor ____ [***] Filed separately with the Commission pursuant to a request for confidential treatment. Any such assistance or information which is furnished by Buyer at the written request of Contractor is to be at Contractor's expense.
19.3 In the event that, as a result of any such claim, action, proceeding or request: a) prior to delivery, the manufacture of any item is enjoined; or b) after delivery, the use, lease or sale thereof is enjoined, Contractor agrees to utilize its best effort to either: (1) negotiate a license or other agreement with plaintiff so that such item is no longer infringing; or (2) modify such item suitably or substitute a suitable item therefore, which modified or substituted item is not subject to such injunction, and to extend the provisions of this Article thereto. In the event that neither of the foregoing alternatives is suitably accomplished by Contractor, Contractor shall be liable to Buyer for Buyer's additional costs and damages arising as a result of such injunction; provided however, that in no event shall Contractor's entire liability under this Article exceed [***************] for each Spacecraft. The existence of one or more claims, actions, proceedings or lawsuits shall not extend such amount.
19.4 The foregoing indemnity shall not apply to any infringement resulting from a modification or addition, by other than Contractor, to an item after delivery.
19.5 If To the extent that an infringement of an intellectual property right results solely from the compliance by Contractor with an express direction of Buyer in a Change Order Request to employ a particular design not provided in the Buyer's directed designsoriginal Spacecraft Specification for such Spacecraft, specifications or instructions, the then Buyer will shall defend or settle, at its expense, any such suit against Contractor, subject to the same conditions, liability cap and other limitations provided in this Article 19 that are applicable to Contractor.
19.6 The foregoing constitutes the Parties' entire obligation with respect 's indemnification obligations. PanAmSat and Boeing Proprietary Information Subject to claims for infringement. restrictions on Contract title page 62 Buyer ____ Contractor ____ [***] Filed separately with the Commission pursuant to a request for confidential treatment.
19.6 The foregoing constitutes the Parties' entire obligation with respect to claims for infringement described in this Article 19. PanAmSat and Boeing Proprietary Information Subject to restrictions on Contract title page 63 Buyer ____ Contractor ____ [***] Filed separately with the Commission pursuant to a request for confidential treatment.
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PATENT/COPYRIGHT INDEMNITY. 19.1 Contractor shall indemnify and hold Buyer harmless against any liability or expense as a result of claims, actions, or proceedings against Buyer alleging the infringement of any trademarks, United States Copyright or mask work, United States Letters Patent, any other intellectual property rights, by any article fabricated by Contractor and delivered to Buyer pursuant to this Contract as set forth below.
19.2 Contractor agrees to defend at its own expense any claim, action, proceeding or request for royalty payments or any claim for equitable relief or damages against Buyer, its officers, employees, agents, or subsidiaries based on an allegation that the manufacture of any item under this Contract or the use, lease, or sale thereof infringes any United States Letters Patent trademark, United States Copyright or mask work or any other intellectual property right, and to pay any royalties and other costs related to the settlement of such claim, action, proceeding or request and to pay the costs and damages, including reasonable attorney's fees finally awarded as the result of any claim, action or proceeding based on such request, provided that Contractor is given prompt written notice of such request or claim by Buyer and given authority and such assistance and information as is available to Buyer for resisting such request or for the defense of such claim, action or proceeding. Any such assistance or information which is furnished by Buyer at the written request of Contractor is to be at Contractor's expense.
19.3 In the event that, as a result of any such claim, action, proceeding or request: a) prior to delivery, the manufacture of any item is enjoined; or b) after delivery, the use, lease or sale thereof is enjoined, Contractor agrees to utilize its best effort to either: (1) negotiate a license or other agreement with plaintiff so that such item is no longer infringing; or (2) modify such item suitably or substitute a suitable item therefore, which modified or substituted item is not subject to such injunction, and to extend the provisions of this Article thereto. In the event that neither of the foregoing alternatives is suitably accomplished by Contractor, Contractor shall be liable to Buyer for Buyer's additional costs and damages arising as a result of such injunction; provided however, that in no event shall Contractor's entire liability under this Article exceed [****************************************] for each Spacecraft. The existence of one or more claims, actions, proceedings or lawsuits shall not extend such amount.
19.4 The foregoing indemnity shall not apply to any infringement resulting from a modification or addition, by other than Contractor, to an item after delivery.
19.5 If the infringement results from the compliance by Contractor with the Buyer's directed designs, specifications or instructions, the Buyer will defend or settle, at its expense, any such suit against the Contractor.
19.6 The foregoing constitutes the Parties' entire obligation with respect to claims for infringement. [***] Filed separately with the Commission pursuant to a request for confidential treatment.
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PATENT/COPYRIGHT INDEMNITY. 19.1 Contractor shall indemnify and hold Buyer harmless against any liability or expense as a result of claims, actions, or proceedings against Buyer alleging the infringement of any trademarks, United States Copyright or mask work, United States Letters Patent, any other intellectual property rights, by any article fabricated by Contractor and delivered to Buyer pursuant to this Contract as set forth below.
19.2 Contractor agrees to defend at its own expense any claim, action, proceeding or request for royalty payments or any claim for equitable relief or damages against Buyer, its subsidiaries, and the officers, employees, agents, or consultants and advisors of Buyer and its subsidiaries (each such party entitled to indemnification being referred to herein as a "Buyer Indemnitee") based on an allegation that the manufacture of any item under this Contract or the use, lease, or sale thereof infringes any United States Letters Patent trademark, United States Copyright or mask work or any other intellectual property right, and to pay any royalties and other costs related to the settlement of such claim, action, proceeding or request and to pay the costs and damages, including reasonable attorney's fees finally awarded as the result of any claim, action or proceeding based on such request, provided that Contractor is given prompt written notice of such request or claim by Buyer and given authority and such assistance and information as is available to Buyer for resisting such request or for the defense of such claim, action or proceeding. Any , and provided that such assistance or information which is furnished by Buyer at Indemnitee has not intentionally done and shall not intentionally do anything to prejudice materially the written request defense of Contractor is to be at Contractor's expense.
19.3 In the event that, as a result of any such claim, action, proceeding action or request: a) prior to delivery, the manufacture of any item is enjoined; or b) after delivery, the use, lease or sale thereof is enjoined, Contractor agrees to utilize its best effort to either: (1) negotiate a license or other agreement with plaintiff so that such item is no longer infringing; or (2) modify such item suitably or substitute a suitable item therefore, which modified or substituted item is not subject to such injunction, and to extend the provisions of this Article thereto. In the event that neither of the foregoing alternatives is suitably accomplished by Contractor, Contractor shall be liable to Buyer for Buyer's additional costs and damages arising as a result of such injunction; provided however, that in no event shall Contractor's entire liability under this Article exceed [***************] for each Spacecraft. The existence of one or more claims, actions, proceedings or lawsuits shall not extend such amount.
19.4 The foregoing indemnity shall not apply to any infringement resulting from a modification or addition, by other than Contractor, to an item after delivery.
19.5 If the infringement results from the compliance by Contractor with the Buyer's directed designs, specifications or instructions, the Buyer will defend or settle, at its expense, any such suit against the Contractor.
19.6 The foregoing constitutes the Parties' entire obligation with respect to claims for infringement. [***] Filed separately with the Commission pursuant to a request for confidential treatment.PANAMSAT AND XXXXXX PROPRIETARY INFORMATION SUBJECT TO RESTRICTIONS ON CONTRACT TITLE PAGE
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PATENT/COPYRIGHT INDEMNITY. 19.1 Contractor shall indemnify and hold Buyer HCG harmless against any liability or expense as a result of claims, actions, or proceedings against Buyer HCG alleging the infringement of any trademarks, United States Copyright or mask work, United States Letters Patent, or copyright of any other intellectual property rightsdata, by any or article fabricated by Contractor and delivered to Buyer HCG pursuant to this Contract as set forth below.
19.2 Contractor agrees to defend at its own expense any claim, action, proceeding or request for royalty payments or any claim for equitable relief or damages against BuyerHCG, its officers, employees, agents, or subsidiaries based on an allegation that the manufacture of any item under this Contract or the use, lease, or sale thereof infringes any United States Letters Patent trademark, United States Copyright or mask work or any other intellectual property rightPatent, and to pay any royalties and other costs related to the settlement of such claim, action, proceeding or request and to pay the costs and damages, including reasonable attorney's fees finally awarded as the result of any claim, action or proceeding suit based on such requestclaim, provided that Contractor is given prompt written notice of such request or claim by Buyer HCG and given authority and such assistance and information as is available to Buyer HCG for resisting such request or for the defense of such claim, action or proceeding. Any such assistance or information which is furnished by Buyer HCG at the written request of Contractor is to be at Contractor's expense.
19.3 In the event that, as a result of any such claim, action, proceeding or requestsuit: a) prior to delivery, the manufacture of any item is enjoined; or b) after delivery, the use, lease or sale thereof is enjoined, Contractor agrees to utilize its best effort to either: (1) negotiate a license or other agreement with plaintiff so that such item is no longer infringing; or (2) modify such item suitably or substitute a suitable item therefore, which modified or substituted item is not subject to such injunction, and to extend the provisions of this Article thereto. In the event that neither of the foregoing alternatives is suitably accomplished by Contractor, Contractor shall be liable to Buyer HCG for BuyerHCG's additional costs and damages arising as a result of such injunction; provided however, that in no event shall Contractor's entire liability under this Article exceed [********* U.S. Dollars (***************] for each Spacecraft. The existence of one or more claims, actions, proceedings or lawsuits shall not extend such amount).
19.4 The foregoing indemnity shall not apply to any infringement resulting from a modification or addition, by other than Contractor, to an item after delivery.
19.5 If the infringement results from the compliance by Contractor with the Buyer's directed designs, specifications or instructions, the Buyer will defend or settle, at its expense, any such suit against the Contractor.
19.6 The foregoing constitutes the Parties' entire obligation with respect to claims for infringement. [***] Filed separately with the Commission pursuant to a request for confidential treatment.
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PATENT/COPYRIGHT INDEMNITY. 19.1 18.1 Contractor shall indemnify and hold Buyer HCG harmless against any liability or expense as a result of claims, actions, or proceedings against Buyer HCG alleging the infringement of any trademarks, United States Copyright or mask work, United States Letters Patent, any other intellectual property rights, by any article fabricated by Contractor and delivered to Buyer HCG pursuant to this Contract as set forth below.
19.2 18.2 Contractor agrees to defend at its own expense any claim, action, proceeding or request for royalty payments or any claim for equitable relief or damages against BuyerHCG, its officers, employees, agents, or subsidiaries based on an allegation that the manufacture of any item under this Contract or the use, lease, or sale thereof infringes any United States Letters Patent trademark, United States Copyright or mask work or any other intellectual property right, and to pay any royalties and other costs related to the settlement of such claim, action, proceeding or request and to pay the costs and damages, including reasonable attorney's fees finally awarded as the result of any claim, action or proceeding based on such request, provided that Contractor is given prompt written notice of such request or claim by Buyer HCG and given authority and such assistance and information as is available to Buyer HCG for resisting such request or for the defense of such claim, action or proceeding. Any such assistance or information which is furnished by Buyer HCG at the written request of Contractor is to be at Contractor's expense.
19.3 18.3 In the event that, as a result of any such claim, action, proceeding or request: a) prior to delivery, the manufacture of any item is enjoined; or b) after delivery, the use, lease or sale thereof is enjoined, Contractor agrees to utilize its best effort to either: (1) negotiate a license or other agreement with plaintiff so that such item is no longer infringing; or (2) modify such item suitably or substitute a suitable item therefore, which modified or substituted item is not subject to such injunction, and to extend the provisions of this Article thereto. In the event that neither of the foregoing alternatives is suitably accomplished by Contractor, Contractor shall be liable to Buyer HCG for BuyerHCG's additional costs and damages arising as a result of such injunction; provided however, that in no event shall Contractor's entire liability under this Article exceed [***************] for each Spacecraft]. The existence of one or more claims, actions, proceedings or lawsuits shall not extend such amount.
19.4 18.4 The foregoing indemnity shall not apply to any infringement resulting from a modification or addition, by other than Contractor, to an item after delivery.
19.5 18.5 If the infringement results from the compliance by Contractor with the Buyer's directed designs, specifications or instructions, the Buyer will defend or settle, at its expense, any such suit against the Contractor.
19.6 18.6 The foregoing constitutes the Parties' entire obligation with respect to claims for infringement. [***] Filed separately with the Commission pursuant to a request for confidential treatment.
Appears in 1 contract
PATENT/COPYRIGHT INDEMNITY. 19.1 Contractor shall indemnify and hold Buyer harmless against any liability or expense as a result of claims, actions, or proceedings against Buyer alleging the infringement of any trademarks, United States Copyright or mask work, United States Letters Patent, any other intellectual property rights, by any article fabricated by Contractor and delivered to Buyer pursuant to this Contract as set forth below.
19.2 Contractor agrees to defend at its own expense any claim, action, proceeding or request for royalty payments or any claim for equitable relief or damages against Buyer, its officers, employees, agents, or subsidiaries based on an allegation that the manufacture of any item under this Contract or the use, lease, or sale thereof infringes any United States Letters Patent trademark, United States Copyright or mask work or any other intellectual property right, and to pay any royalties and other costs related to the settlement of such claim, action, proceeding or request and to pay the costs and damages, including reasonable attorney's fees finally awarded as the result of any claim, action or proceeding based on such request, provided that Contractor is given prompt written notice of such request or claim by Buyer and given authority and such assistance and information as is available to Buyer for resisting such request or for the defense of such claim, action or proceeding. Any such assistance or information which is furnished by Buyer at the written request of Contractor is to be at Contractor's expense.
19.3 In the event that, as a result of any such claim, action, proceeding or request: a) prior to delivery, the manufacture of any item is enjoined; or b) after delivery, the use, lease or sale thereof is enjoined, Contractor agrees to utilize its best effort to either: (1) negotiate a license or other agreement with plaintiff so that such item is no longer infringing; or (2) modify such item suitably or substitute a suitable item therefore, which modified or substituted item is not subject to such injunction, and to extend the provisions of this Article thereto. In the event that neither of the foregoing alternatives is suitably accomplished by Contractor, Contractor shall be liable to Buyer for Buyer's additional costs and damages arising as a result of such injunction; provided however, that in no event shall Contractor's entire liability under this Article exceed [***************] for each Spacecraft. The existence of one or more claims, actions, proceedings or lawsuits shall not extend such amount.
19.4 The foregoing indemnity shall not apply to any infringement resulting from a modification or addition, by other than Contractor, to an item after delivery.
19.5 If the infringement results from the compliance by Contractor with the Buyer's directed designs, specifications or instructions, the Buyer will defend or settle, at its expense, any such suit against the Contractor.
19.6 The foregoing constitutes the Parties' entire obligation with respect to claims for infringement. [***] Filed separately with the Commission pursuant to a request for confidential treatment.be
Appears in 1 contract
PATENT/COPYRIGHT INDEMNITY. 19.1 Contractor shall indemnify and hold Buyer HCG harmless against any liability or expense as a result of claims, actions, or proceedings against Buyer HCG alleging the infringement of any trademarks, United States Copyright or mask work, United States Letters Patent, or copyright of any other intellectual property rightsdata, by any or article fabricated by Contractor and delivered to Buyer HCG pursuant to this Contract as set forth below.
19.2 Contractor agrees to defend at its own expense any claim, action, proceeding or request for royalty payments or any claim for equitable relief or damages against BuyerHCG, its officers, employees, agents, or subsidiaries based on an allegation that the manufacture of any item under this Contract or the use, lease, or sale thereof infringes any United States Letters Patent trademark, United States Copyright or mask work or any other intellectual property rightPatent, and to pay any royalties and other costs related to the settlement of such claim, action, proceeding or request and to pay the costs and damages, including reasonable attorney's fees finally awarded as the result of any claim, action or proceeding suit based on such requestclaim, provided that Contractor is given prompt written notice of such request or claim by Buyer HCG and given authority and such assistance and information as is available to Buyer HCG for resisting such request or for the defense of such claim, action or proceeding. Any such assistance or information which is furnished by Buyer HCG at the written request of Contractor is to be at Contractor's expense.
19.3 In the event that, as a result of any such claim, action, proceeding or requestsuit: a) prior to delivery, the manufacture of any item is enjoined; or b) after delivery, the use, lease or sale thereof is enjoined, Contractor agrees to utilize its best effort to either: (1) negotiate a license or other agreement with plaintiff so that such item is no longer infringing; or (2) modify such item suitably or substitute a suitable item therefore, which modified or substituted item is not subject to such injunction, and to extend the provisions of this Article thereto. In the event that neither of the foregoing alternatives is suitably accomplished by Contractor, Contractor shall be liable to Buyer HCG for BuyerHCG's additional costs and damages arising as a result of such injunction; provided however, that in no event shall Contractor's entire liability under this Article exceed [***************] for each Spacecraft. The existence of one or more claims, actions, proceedings or lawsuits shall not extend such amount***.
19.4 The foregoing indemnity shall not apply to any infringement resulting from a modification or addition, by other than Contractor, to an item after delivery.
19.5 If the infringement results from the compliance by Contractor with the Buyer's directed designs, specifications or instructions, the Buyer will defend or settle, at its expense, any such suit against the Contractor.
19.6 The foregoing constitutes the Parties' entire obligation with respect to claims for infringement. [***] Filed separately with the Commission pursuant to a request for confidential treatment.
Appears in 1 contract
