Common use of Patent/Copyright Infringement Indemnification Clause in Contracts

Patent/Copyright Infringement Indemnification. The Contractor shall defend, indemnify and hold harmless the State of Iowa, the Department, its employees and agents from any and all liabilities, damages, settlements, penalties, judgments, fines and claims, and all related costs and expenses, including reasonable attorney’s fees of the Attorney General’s office, and the reasonable attorney’s fees of other counsel required to defend the Department, incurred in connection with any action or proceeding based on a claim that any piece of equipment, software, commodity, or service infringes any United States or foreign patent, copyright, trademark, trade secret supplied or used by the Contractor or any subcontractor to perform this Contract, or the operation of such equipment, software, commodity or service, or the use or reproduction of any documentation provided with such equipment, software, commodity or service, or other proprietary right of any person or entity, which right is enforceable under the laws of the United States. In addition, should the equipment, software, commodity, or service, or operation thereof, become the subject of a claim of infringement, the Contractor shall at the Contractor’s sole expense: Procure for the Department the right to continue using the equipment, software, commodity, or service, or, if such option is not reasonably available to the Contractor, Replace or modify the same with equipment, software, commodity, or service of equivalent function and performance so that it no longer infringes, or, if such option is not reasonably available to the Contractor, Accept its return by the Department with appropriate credits to the Department against the Contractor’s charges and reimburse the Department for any losses or costs incurred as a consequence of the Department ceasing its use and returning it. The above remedies shall be in addition to and not exclusive of other remedies provided by this agreement or by law. The provisions of this Subsection shall survive the termination or expiration of the Contract.

Patent/Copyright Infringement Indemnification. The Contractor shall defend, indemnify and hold harmless the State of Iowa, the Department, its employees and agents from any and all liabilities, damages, settlements, penalties, judgments, fines and claims, and all related costs and expenses, including reasonable attorney’s fees of the Attorney General’s office, and the reasonable attorney’s fees of other counsel required to defend the Department, incurred in connection with any action or proceeding based on a claim that any piece of equipment, software, commodity, or service infringes any United States or foreign patent, copyright, trademark, trade secret supplied or used by the Contractor or any subcontractor to perform this Contract, or the operation of such equipment, software, commodity or service, or the use or reproduction of any documentation provided with such equipment, software, commodity or service, or other proprietary right of any person or entity, which right is enforceable under the laws of the United States. In addition, should the equipment, software, commodity, or service, or operation thereof, become the subject of a claim of infringement, the Contractor shall at the Contractor’s sole expense: Procure for the Department the right to continue using the equipment, software, commodity, or service, or, if such option is not reasonably available to the Contractor, Replace or modify the same with equipment, software, commodity, or service of equivalent function and performance so that it no longer infringes, or, if such option is not reasonably available to the Contractor, Accept its return by the Department with appropriate credits to the Department against the Contractor’s charges and reimburse the Department for any losses or costs incurred as a consequence of the Department ceasing its use and returning it. The above remedies shall be in addition to and not exclusive of other remedies provided by this agreement or by law. The provisions of this Subsection shall survive the termination or expiration of the Contract.