Common use of Patent or Copyright Infringement Clause in Contracts

Patent or Copyright Infringement. The contractor shall report to the Commonwealth promptly and in reasonable written detail, each notice of claim of patent or copyright infringement based on the performance of this Contract of which the contractor has knowledge. The Commonwealth agrees to notify the contractor promptly, in writing, of any such claim, suit or proceeding, and at the contractor's expense give the contractor proper and full information needed to settle and/or defend any such claim, suit or proceeding. If, in the contractor's opinion, the equipment, materials, or information mentioned in the paragraphs above is likely to or does become the subject of a claim or infringement of a United States patent or copyright, then without diminishing the contractor's obligation to satisfy any final award, the contractor may, with the Commonwealth's written consent, substitute other equally suitable equipment, materials, and information, or at the contractor's options and expense, obtain the right for the Commonwealth to continue the use of such equipment, materials, and information. The Commonwealth agrees that the contractor has the right to defend, or at its option, to settle and the contractor agrees to defend at its own expense, or at its option to settle, any claim, suit or proceeding brought against the Commonwealth on the issue of infringement of any United States patent or copyright or any product, or any part thereof, supplied by the contractor to the Commonwealth under this agreement. The contractor agrees to pay any final judgment entered against the Commonwealth on such issue in any suit or proceeding defended by the contractor. If principles of governmental or public law are involved, the Commonwealth may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of the contractor without the contractor's written consent. The contractor shall have no liability for any infringement based upon: A. the combination of such product or part with any other product or part not furnished to the Commonwealth by the contractor B. the modification of such product or part unless such modification was made by the contractor C. the use of such product or part in a manner for which it was not designed

Patent or Copyright Infringement. The contractor shall report to the Commonwealth promptly and in reasonable written detail, each notice of claim of patent or copyright infringement based on the performance of this Contract contract of which the contractor has knowledge. The Commonwealth agrees to notify the contractor promptly, in writing, of any such claim, suit or proceeding, and at the contractor's expense give the contractor proper and full information needed to settle and/or defend any such claim, suit or proceeding. If, in the contractor's opinion, the equipment, materials, or information mentioned in the paragraphs above is likely to or does become the subject of a claim or infringement of a United States patent or copyright, then without diminishing the contractor's obligation to satisfy any final award, the contractor may, with the Commonwealth's written consent, substitute other equally suitable equipment, materials, and information, or at the contractor's options and expense, obtain the right for the Commonwealth to continue the use of such equipment, materials, and information. The Commonwealth agrees that the contractor has the right to defend, or at its option, to settle and the contractor agrees to defend at its own expense, or at its option to settle, any claim, suit or proceeding brought against the Commonwealth on the issue of infringement of any United States patent or copyright or any product, or any part thereof, supplied by the contractor to the Commonwealth under this agreement. The contractor agrees to pay any final judgment entered against the Commonwealth on such issue in any suit or proceeding defended by the contractor. If principles of governmental or public law are involved, the Commonwealth may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of the contractor without the contractor's written consent. The contractor shall have no liability for any infringement based upon: A. the combination of such product or part with any other product or part not furnished to the Commonwealth by the contractor B. the modification of such product or part unless such modification was made by the contractor C. the use of such product or part in a manner for which it was not designed

Patent or Copyright Infringement. The contractor shall report to the Commonwealth promptly and in reasonable written detail, each notice of claim of patent or copyright infringement based on the performance of this Contract contract of which the contractor has knowledge. The Commonwealth agrees to notify the contractor promptly, in writing, of any such claim, suit or proceeding, and at the contractor's expense give the contractor proper and full information needed to settle and/or defend any such claim, suit or proceeding. If, in the contractor's opinion, the equipment, materials, or information mentioned in the paragraphs above is likely to or does become the subject of a claim or infringement of a United States patent or copyright, then without diminishing the contractor's obligation to satisfy any final award, the contractor may, with the Commonwealth's written consent, substitute other equally suitable equipment, materials, and information, or at the contractor's options and expense, obtain the right for the Commonwealth to continue the use of such equipment, materials, and information. The Commonwealth agrees that the contractor has the right to defend, or at its option, to settle and the contractor agrees to defend at its own expense, or at its option to settle, any claim, suit or proceeding brought against the Commonwealth on the issue of infringement of any United States patent or copyright or any product, or any part thereof, supplied by the contractor to the Commonwealth under this agreement. The contractor agrees to pay any final judgment entered against the Commonwealth on such issue in any suit or proceeding defended by the contractor. If principles of governmental or public law are involved, the Commonwealth may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of the contractor without the contractor's written consent. The contractor shall have no liability for any infringement based upon: A. the combination of such product or part with any other product or part not furnished to the Commonwealth by the contractor B. the modification of such product or part unless such modification was made by the contractor C. the use of such product or part in a manner for which it was not designeddesigned Contractor will have the obligation and right to defend any claim, action, suit or proceeding ("IPR Claim") brought against the Commonwealth so far as it is based on a claim that any Product supplied under this Contract infringes Third Party IPR (as defined below). Contractor will indemnify the Commonwealth against any final judgment entered in respect of such an IPR Claim by a court of competent jurisdiction and against any settlements arising out of such an IPR Claim. Contractor's obligations to defend the IPR Claim and indemnify the Commonwealth are conditional upon: - The Commonwealth notifying Contractor promptly in writing of the IPR Claim or threat thereof; - The Commonwealth giving Contractor full and exclusive authority for the conduct of the defense and settlement of the IPR Claim and any subsequent appeal; and - The Commonwealth giving the Contractor all information and assistance reasonably requested by Contractor in connection with the conduct of the defense and settlement of the IPR Claim and any subsequent appeal. Third Party IPR means a United States copyright existing as at the Effective Date or a United States patent issued as at the Effective Date. If an IPR Claim has been made, or in Contractor's opinion is likely to be made, the Commonwealth agrees to permit Contractor, at Contractor's option and expense, either to: (a) procure for the Commonwealth the right to continue using the Product; (b) replace or modify the Product so that there is no longer an infringement; or (c) immediately terminate both parties' respective rights and obligations under this Agreement with regard to the Product, in which case the Commonwealth will promptly return the Product to Contractor and Contractor will refund to the Commonwealth the price originally paid by the Commonwealth to Contractor for the Product, as depreciated or amortized by an equal annual amount on a straight line basis over three years from date of original shipment. Notwithstanding the foregoing, Contractor has no obligation or liability for, and to the extent permitted under Kentucky Law, the Commonwealth will defend and indemnify Contractor against, any IPR Claim arising from: - the combination, operation, or use of a Product supplied under this Agreement with any product, device, or software not supplied by Contractor; - the amount or duration of use which the Commonwealth makes of the Product, revenue earned by the Commonwealth from services it provides that use the Product, or services offered by the Commonwealth to external or internal customers; - the alteration or modification of any Product supplied under this Agreement; - Contractor's compliance with the Commonwealth's designs, specifications, requests, or instructions; or - the Commonwealth's use of the Product after Contractor has recommended to the Commonwealth modifications or changes in or to the Product required to avoid such an IPR Claim. This Section states the entire obligation of Contractor and its suppliers, and the exclusive remedy of the Commonwealth, in respect of any infringement or alleged infringement of any intellectual property rights or proprietary rights. This indemnity obligation and remedy are given to the Commonwealth solely for its benefit and in lieu of, and Contractor disclaims, all warranties, conditions and other terms of non-infringement or title with respect to any Product.

Patent or Copyright Infringement. The contractor Contractor shall report to the Commonwealth promptly and in reasonable written detail, each notice of claim of patent or copyright infringement based on the performance of this Contract of which the contractor Contractor has knowledge. The Commonwealth agrees to notify the contractor Contractor promptly, in writing, of any such claim, suit or proceeding, and at the contractorContractor's expense give the contractor Contractor proper and full information needed to settle and/or defend any such claim, suit or proceeding. If, in the contractorContractor's opinion, the equipment, materials, or information mentioned in the paragraphs above is likely to or does become the subject of a claim or infringement of a United States patent or copyright, then without diminishing the contractorContractor's obligation to satisfy any final award, the contractor Contractor may, with the Commonwealth's written consent, substitute other equally suitable equipment, materials, and information, or at the contractorContractor's options and expense, obtain the right for the Commonwealth to continue the use of such equipment, materials, and information. The Commonwealth agrees that the contractor Contractor has the right to defend, or at its option, to settle and the contractor Contractor agrees to defend at its own expense, or at its option to settle, any claim, suit or proceeding brought against the Commonwealth on the issue of infringement of any United States patent or copyright or any product, or any part thereof, supplied by the contractor Contractor to the Commonwealth under this agreement. The contractor Contractor agrees to pay any final judgment entered against the Commonwealth on such issue in any suit or proceeding defended by the contractorContractor. If principles of governmental or public law are involved, the Commonwealth may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of the contractor Contractor without the contractorContractor's written consent. The contractor Contractor shall have no liability for any infringement based upon: A. the combination of such product or part with any other product or part not furnished to the Commonwealth by the contractor Contractor B. the modification of such product or part unless such modification was made by the contractor Contractor C. the use of such product or part in a manner for which it was not designed

Patent or Copyright Infringement. The contractor Contractor shall report to the Commonwealth promptly and in reasonable written detail, each notice of claim of patent or copyright infringement based on the performance of this Contract of which the contractor Contractor has knowledge. The Commonwealth agrees to notify the contractor Contractor promptly, in writing, of any such claim, suit or proceeding, and at the contractorContractor's expense give the contractor Contractor proper and full information needed to settle and/or defend any such claim, suit or proceeding. If, in the contractorContractor's opinion, the equipment, materials, or information mentioned in the paragraphs above is likely to or does become the subject of a claim or infringement of a United States patent or copyright, then without diminishing the contractorContractor's obligation to satisfy any final award, the contractor Contractor may, with the Commonwealth's written consent, substitute other equally suitable equipment, materials, and information, or at the contractorContractor's options and expense, obtain the right for the Commonwealth to continue the use of such equipment, materials, and information. DocuSign Envelope ID: EFF9FDB8-6B01-4D41-8B0D-67E05D712EF5 The Commonwealth agrees that the contractor Contractor has the right to defend, or at its option, to settle and the contractor Contractor agrees to defend at its own expense, or at its option to settle, any claim, suit or proceeding brought against the Commonwealth on the issue of infringement of any United States patent or copyright or any product, or any part thereof, supplied by the contractor Contractor to the Commonwealth under this agreement. The contractor Contractor agrees to pay any final judgment entered against the Commonwealth on such issue in any suit or proceeding defended by the contractorContractor. If principles of governmental or public law are involved, the Commonwealth may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of the contractor Contractor without the contractorContractor's written consent. The contractor Contractor shall have no liability for any infringement based upon: A. the combination of such product or part with any other product or part not furnished to the Commonwealth by the contractor Contractor B. the modification of such product or part unless such modification was made by the contractor Contractor C. the use of such product or part in a manner for which it was not designed

Patent or Copyright Infringement. The contractor Contractor shall report to the Commonwealth promptly and in reasonable written detail, each notice of claim of patent or copyright infringement based on the performance of this Contract of which the contractor Contractor has knowledge. The Commonwealth agrees to notify the contractor Contractor promptly, in writing, of any such claim, suit or proceeding, and at the contractorContractor's expense give the contractor Contractor proper and full information needed to settle and/or defend any such claim, suit or proceeding. If, in the contractorContractor's opinion, the equipment, materials, or information mentioned in the paragraphs above is likely to or does become the subject of a claim or infringement of a United States patent or copyright, then without diminishing the contractorContractor's obligation to satisfy any final award, the contractor Contractor may, with the Commonwealth's written consent, substitute other equally suitable equipment, materials, and information, or at the contractorContractor's options and expense, obtain the right for the Commonwealth to continue the use of such equipment, materials, and information. The Commonwealth agrees that the contractor Contractor has the right to defend, or at its option, to settle and the contractor Contractor agrees to defend at its own expense, or at its option to settle, any claim, suit or proceeding brought against the Commonwealth on the issue of infringement of any United States patent or copyright or any product, or any part thereof, supplied by the contractor Contractor to the Commonwealth under this agreement. The contractor Contractor agrees to pay any final judgment entered against the Commonwealth on such issue in any suit or proceeding defended by the contractor. If principles of governmental or public law are involved, the Commonwealth may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of the contractor Contractor without the contractor's written consent. The contractor Contractor shall have no liability for any infringement based upon: A. the combination of such product or part with any other product or part not furnished to the Commonwealth by the contractor Contractor B. the modification of such product or part unless such modification was made by the contractor Contractor C. the use of such product or part in a manner for which it was not designed