Common use of PATENT PROTECTION Clause in Contracts

PATENT PROTECTION. Supplier shall defend and hold harmless IES, its subsidiaries and affiliates, and their respective customers, from all expenses, liabilities and losses of any kind (including attorneys’ fees), growing out of claims, suits or proceedings alleging any patent, trademark, or copyright infringement arising from the manufacture, sale or use of any Goods ordered or Services provided hereunder. Supplier shall promptly assume the defense of any such claim, suit or proceeding and shall pay all costs, damages, royalties or profits which may be decreed or awarded against IES, its subsidiaries, affiliates, agents or customers in connection therewith. Supplier shall, at its own cost and expense, either procure for IES the right to continue using the Goods or Services or any part thereof, or modify the Goods or Services so that they become non-infringing, provided that such modified Goods or Services shall conform in every respect to the applicable specifications and terms and conditions of this Purchase Order. If neither of these alternatives is possible, then Supplier shall promptly refund to IES the purchase price paid for such Goods or Services. Supplier shall further indemnify and hold harmless IES, its subsidiaries and affiliates, and their respective officers, directors, employees, agents and customers, from all other claims, demands, liabilities, costs and expenses (including attorneys’ fees) arising from any actual or alleged (i) defect in the Goods or Services provided by Supplier hereunder, (ii) failure of the Goods or Services to comply with all specifications or with the express or implied warranties of Supplier, or (iii) Supplier’s violation of any statute, ordinance, rule or regulation in the manufacture, sale, delivery or completion of the Goods or the provision of the Services. The indemnification and hold harmless obligations of this paragraph shall survive completion, expiration or termination of this Purchase Order.

PATENT PROTECTION. Supplier shall defend and hold harmless IES, its subsidiaries and affiliates, and their respective customers, from all expenses, liabilities and losses of any kind (including attorneys’ fees), growing out of claims, suits or proceedings alleging any patent, trademark, or copyright infringement arising from the manufacture, sale or use of any Goods ordered or Services provided hereunder. Supplier shall promptly assume the defense of any such claim, suit or proceeding and shall pay all costs, damages, royalties or profits which may be decreed or awarded against IES, its subsidiaries, affiliates, agents or customers in connection therewith. Supplier shall, at its own cost and expense, either procure for IES the right to continue using the Goods or Services or any part thereof, or modify the Goods or Services so that they become non-infringing, provided that such modified Goods or Services shall conform in every respect to the applicable specifications and terms and conditions of this Purchase Order. If neither of these alternatives is possible, then Supplier shall promptly refund to IES the purchase price paid for such Goods or Services. Supplier shall further indemnify and hold harmless IES, its subsidiaries and affiliates, and their respective officers, directors, employees, agents and customers, from all other claims, demands, liabilities, costs and expenses (including attorneys’ fees) arising from any actual or alleged alleged (i) defect in the Goods or Services provided by Supplier hereunder, (ii) failure of the Goods or Services to comply with all specifications or with the express or implied warranties of Supplier, or (iii) Supplier’s violation of any statute, ordinance, rule or regulation in the manufacture, sale, delivery or completion of the Goods or the provision of the Services. The indemnification and hold harmless obligations of this paragraph shall survive completion, expiration or termination of this Purchase Order.

PATENT PROTECTION. Supplier shall defend Maintenance Provider will indemnify and hold harmless IESCustomer, its subsidiaries affiliates and affiliateseach of their employees, officers, and their respective customersdirectors (each such person or entity, a "User") from all expensesany loss, liabilities and losses damage, or liability which may be incurred on account of any kind (including attorneys’ fees), growing out actual or alleged infringement of claims, suits or proceedings alleging any patent, copyright, trademark, trade name, or copyright infringement arising from trade secret with respect to the manufactureServices or any Part manufactured by Maintenance Provider or furnished by third party vendors or manufacturers to the extent manufactured or designed by Maintenance Provider (such Parts "Vendor Materials"), sale or use of any Goods ordered or Services provided hereunder. Supplier shall promptly assume the defense of any such claim, suit or proceeding and shall pay all costs, damages, royalties or profits which may be decreed or awarded against IES, its subsidiaries, affiliates, agents or customers in connection therewith. Supplier shallwill, at its own cost and expense, defend each User in any action, suit, or claim in which such infringement is alleged. Without limiting in any manner the rights of any User under the foregoing sentence, if any Part manufactured by Continental or the Services infringes a patent, etc. and the affected user is deprived of the use of such Services or such Vendor Material, Maintenance Provider shall also, at its expense and at the option of any affected User, either (A) procure for IES each affected User the right to continue using the Goods or continued use of Services or any part thereofVendor Materials, (B) replace same with non-infringing Services or Vendor Materials satisfactory to such User, (C) modify such Services or Vendor Materials to non-infringing status (but without impairing their utility), or modify (D) remove the Goods Services or Services so that they become non-infringing, provided that such modified Goods or Services shall conform in every respect to the applicable specifications Vendor Materials and terms and conditions refund a portion of this Purchase Order. If neither of these alternatives is possible, then Supplier shall promptly refund to IES the purchase price paid and other costs incurred by such User for the installation and removal thereof equal to the product of (A) such Goods purchase price and costs of such infringing Service or ServicesVendor Material and (B) a fraction, the numerator of which is the number of months of useful life of such Service or Vendor Material remaining as of the date on which the Customer was deprived of the use of such Service or Vendor Material and the denumerator of which is the number of months of useful life of such Service or Vendor Material at the time such Service or Vendor Material was originally performed or installed. Supplier shall further indemnify and hold harmless IES, its subsidiaries and affiliatesAny original design of Customer, and their respective officersany design, directorsliterary property, employeeswork of authorship, agents and customerstrade secret, from all invention, or other claims, demands, liabilities, costs and expenses (including attorneys’ fees) arising from any actual intellectual property developed during the rendering of Services or alleged (i) defect in the Goods custom manufacture of Parts or Services provided by Supplier hereunderMaterials for Customer or for which Customer has paid the design or development costs, (ii) failure either separately or as part of the Goods purchase price, shall become the property of Customer, and no patent or Services to comply with all specifications copyright application or with the express or implied warranties other use of Suppliersuch design, literary property, work of authorship, trade secret, invention, or (iii) Supplier’s violation of any statute, ordinance, rule or regulation in the manufacture, sale, delivery or completion of the Goods or the provision of the Servicesother intellectual property shall be made by Maintenance Provider without Customer's prior written approval. The indemnification and hold harmless obligations of this paragraph This Article 16 shall survive completion, expiration or the termination of this Purchase OrderAgreement.