Common use of Patent Indemnity Clause in Contracts

Patent Indemnity. The Contractor shall protect, defend and hold the Owner, its officers, employees, agents and consultants (collectively the "Indemnitees") harmless from and against all claims, losses, costs, damages, and expenses, including attorney fees, court costs or other expenses (collectively the "Claims"), incurred by the Indemnitees, or any of them, respectively, as a result of or in connection with any claims or actions based upon infringement or alleged infringement of any patent and arising out of the use of the equipment or materials furnished under the Contract by the Contractor, or out of the processes or actions employed by, or on behalf of, the Contractor in connection with the performance of the Contract. The Contractor shall, at its sole expense, promptly defend against any such claim or action unless directed otherwise by the Indemnitees; provided that the Indemnitees shall have notified the Contractor upon becoming aware of such claims or actions, and provided further that the Contractor's aforementioned obligations shall not apply to equipment, materials or processes furnished or specified by the Indemnitees. In order to avoid such claims or actions, the Contractor shall have the right, at its expense, to substitute non-infringing equipment, materials or processes, or to modify such infringing equipment, materials and processes so they become non- infringing, or to obtain the necessary licenses authorizing the use of the infringing equipment, material or processes, provided that such substituted and modified equipment, materials and processes shall meet the requirements of this Contract.

Patent Indemnity. The Contractor XXXX hereby indemnifies and shall protect, defend and hold the Owner, harmless OWNER and its officersagents, employees, agents and consultants (collectively members of the "Indemnitees") harmless Board of Trustees respectively from and against all claims, losses, costs, damages, and expenses, including attorney attorney’s fees, court costs or other expenses (collectively the "Claims"), incurred by OWNER and its agents, employees, and members of the Indemnitees, or any Board of them, Trustees respectively, as a result of or in connection with any claims or actions based upon infringement or alleged infringement of any patent and arising out of the use of the equipment or materials furnished under the Contract by the ContractorXXXX, or out of the processes or actions employed by, or on behalf of, the Contractor of XXXX in connection with the performance of the Contract. The Contractor XXXX shall, at its sole expense, promptly defend against any such claim or action unless directed otherwise by the Indemnitees; OWNER or its representatives provided that the Indemnitees OWNER or its representatives shall have notified the Contractor XXXX upon becoming aware of such claims or actions, and provided further that the Contractor's XXXX’x aforementioned obligations shall not apply to equipment, materials materials, or processes furnished or specified by OWNER or and its agents, employees, and members of the IndemniteesBoard of Trustees. In XXXX shall have the right, in order to avoid such claims or actions, the Contractor shall have the right, to substitute at its expense, to substitute expense non-infringing equipment, materials materials, or processes, or to modify such infringing equipment, materials and processes so they become non- non-infringing, or to obtain the necessary licenses authorizing the to use of the infringing equipment, material or processes, provided that such substituted and modified equipment, materials and processes shall meet all the requirements and be subject to all the provisions of this Contract.

Patent Indemnity. The Contractor shall protectpay all licenses, defend copyrights, fees, and hold royalties and assume all costs incident to the Owneruse and performance of the work, or the incorporation in the work, of any invention, design, process, product, or device that is the subject of patent rights or copyrights held by others. The Contractor shall indemnify, defend, and save harmless the District, its officers, directors, employees, agents representatives, and consultants (collectively the "Indemnitees") harmless agents, and each of them from and against all claims, losses, costs, damages, consequential damages, and expenses, including attorney attorneys' fees, court costs or other expenses (collectively the "Claims"), incurred by the IndemniteesDistrict, or any of themits officers, respectivelydirectors, employees, representatives, and agents as a result of or in connection with any claims or actions based upon infringement or alleged infringement of any patent and/or copyright and arising out of the use of the equipment or materials materials, equipment, and/or products furnished under the Contract by the Contractor, or out of the processes or actions employed by, or on behalf of, the Contractor in connection with the performance of the Contract. The Contractor shall, at its sole expense, promptly defend against any such claim or action unless directed otherwise by the Indemnitees; action, whether or not well founded in fact or in law, provided that the Indemnitees District shall have notified the Contractor upon becoming aware of such claims or actions, and provided further that the Contractor's aforementioned obligations shall not apply to equipment, materials or processes materials, and/or products furnished or specified by the IndemniteesDistrict. In The Contractor shall have the right, in order to avoid such claims or actions, the Contractor shall have the right, to substitute at its expense, to substitute non-infringing expense noninfringing equipment, materials or processesmaterials, and/or products, or to modify at its expense such infringing equipment, materials and processes materials, and/or products so they become non- infringing, or to obtain the necessary licenses authorizing the use of the infringing equipment, material or processesnoninfringing, provided that such substituted and modified equipment, materials and processes materials, and/or products shall meet all the requirements and be subject to all the provisions of this the Contract.