Common use of PATENT, TRADEMARK AND COPYRIGHT INDEMNITY Clause in Contracts

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Supplier shall indemnify and hold harmless NuCon from any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit, claim, or proceeding of alleged infringement of any Intellectual Property rights by reason of the sale or use of any Item sold to NuCon hereunder, and from reasonable expenses incurred by NuCon in defense of such suit, claim, or proceeding if Supplier does not undertake the defense thereof; provided, that Supplier is notified of any such suit and, except for suits against the U.S. Government, NuCon offers Supplier full and exclusive control of the defense of such suit, claim, or proceeding when Items of Supplier only are involved therein or the right to participate in the defense of such suit, claim, or proceeding when products other than those of Supplier are also involved therein; except that, this indemnity shall not extend to infringement resulting solely from Supplier’s compliance with NuCon’s specific designs. In the event of an injunction or restraining order, Supplier shall, at its own expense, either procure for NuCon the right to continue to sell and use the Item, or replace or modify the Item so that it becomes non-infringing. Supplier shall also indemnify NuCon’s customers and agents for such infringement if and to the extent that NuCon has agreed so to indemnify them, but to no greater extent than Supplier has indemnified NuCon herein and under the same conditions as set forth herein.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Supplier Seller shall indemnify and hold harmless NuCon Buyer from any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit, claim, suit or proceeding of alleged from infringement of any Intellectual Property rights patent, trademark or copyright by reason of the sale or use of any Item product sold to NuCon Buyer hereunder, and from reasonable expenses incurred by NuCon Buyer in defense of such suit, claim, suit or proceeding if Supplier Seller does not undertake the defense thereof; provided, that Supplier Seller is promptly notified of any such suit and, except for suits against the U.S. Government, NuCon Buyer offers Supplier Seller full and exclusive control of the defense of such suit, claim, suit or proceeding when Items products of Supplier Seller only are involved therein or the right to participate in the defense of such suit, claim, suit or proceeding when products other than those of Supplier Seller are also involved therein; except that, this indemnity shall not extend to infringement resulting solely from SupplierSeller’s compliance with NuConBuyer’s specific designs, processes or formulas. In the event of an injunction or restraining order, Supplier Seller shall, at its own expense, either procure for NuCon Buyer the right to continue to sell and use the Itemproduct, or replace or modify the Item product so that it becomes non-infringing. Supplier Seller shall also indemnify NuConBuyer’s customers and agents for such infringement if and to the extent that NuCon Xxxxx has agreed so to indemnify them, but to no greater extent than Supplier Seller has indemnified NuCon Buyer herein and under the same conditions as set forth herein.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Supplier To the extent Seller obtains or has such right or protection from a sub-tier supplier, Seller shall do the following: Seller shall indemnify and hold harmless NuCon Buyer from any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit, claim, or proceeding of alleged infringement of any Intellectual Property rights by reason of the sale or use of any Item sold to NuCon Buyer hereunder, and from reasonable expenses incurred by NuCon Buyer in defense of such suit, claim, or proceeding if Supplier Seller does not undertake the defense thereof; provided, that Supplier Seller is notified of any such suit and, except for suits against the U.S. Government, NuCon Buyer offers Supplier Seller full and exclusive control of the defense of such suit, claim, or proceeding when Items of Supplier Seller only are involved therein or the right to participate in the defense of such suit, claim, or proceeding when products other than those of Supplier Seller are also involved therein; except that, this indemnity shall not extend to infringement resulting solely from SupplierSeller’s compliance with NuConBuyer’s specific designs. In the event of an injunction or restraining order, Supplier Seller shall, at its own expense, either procure for NuCon Buyer the right to continue to sell and use the Item, or replace or modify the Item so that it becomes non-infringing. Supplier Seller shall also indemnify NuConBuyer’s customers and agents for such infringement if and to the extent that NuCon Buyer has agreed so to indemnify them, but to no greater extent than Supplier Seller has indemnified NuCon Buyer herein and under the same conditions as set forth herein.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Supplier Seller shall indemnify and hold harmless NuCon Buyer from any and all damages, costs, including legal fees, fees losses, and liabilities resulting from a suit, claim, or proceeding of alleged infringement of any Intellectual intellectual Property rights by reason of the sale or use of any Item item sold to NuCon Buyer hereunder, and from reasonable expenses incurred by NuCon Buyer in defense of such suit, claim, or proceeding if Supplier Seller does not undertake the defense thereof; provided, that Supplier Seller is notified of any such suit and, except for suits against the U.S. Government, NuCon Buyer offers Supplier Seller full and exclusive control of the defense of such suit, claim, or proceeding when Items items of Supplier Seller only are involved therein or the right to participate in the defense of such suit, claim, or proceeding when products other than those of Supplier Seller are also involved therein; except that, this indemnity shall not extend to infringement resulting solely from SupplierSeller’s compliance with NuConBuyer’s specific designs. In the event of an injunction or injection restraining order, Supplier Seller shall, at its own expense, either procure for NuCon Buyer the right to continue to sell and use the Itemitem, or replace or modify the Item item so that it becomes non-infringing. Supplier Seller shall also indemnify NuConBuyer’s customers and agents for such infringement if and to the extent that NuCon Buyer has agreed so to indemnify them, but to no greater extent than Supplier Seller has indemnified NuCon herein Buyer therein and under the same conditions as set forth herein.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Supplier Seller shall indemnify and hold harmless NuCon Buyer from any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit, claim, suit or proceeding of alleged from infringement of any Intellectual Property rights patent, trademark or copyright by reason of the sale or use of any Item product sold to NuCon Buyer hereunder, and from reasonable expenses incurred by NuCon Buyer in defense of such suit, claim, suit or proceeding if Supplier Seller does not undertake the defense thereof; provided, that Supplier Seller is promptly notified of any such suit and, except for suits against the U.S. Government, NuCon Buyer offers Supplier Seller full and exclusive control of the defense of such suit, claim, suit or proceeding when Items products of Supplier Seller only are involved therein or the right to participate in the defense of such suit, claim, suit or proceeding when products other than those of Supplier Seller are also involved therein; except that, this indemnity shall not extend to infringement resulting solely from SupplierSeller’s compliance with NuConBuyer’s specific designs, processes or formulas. In the event of an injunction or restraining order, Supplier Seller shall, at its own expense, either procure for NuCon Buyer the right to continue to sell and use the Itemproduct, or replace or modify the Item product so that it becomes non-infringing. Supplier Seller shall also indemnify NuConBuyer’s customers and agents for such infringement if and to the extent that NuCon Buyer has agreed so to indemnify them, but to no greater extent than Supplier Seller has indemnified NuCon Buyer herein and under the same conditions as set forth herein.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Supplier Seller shall indemnify and hold harmless NuCon Buyer from any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit, claim, suit or proceeding of alleged from infringement of any Intellectual Property rights patent, trademark or copyright by reason of the sale or use of any Item product sold to NuCon Buyer hereunder, and from reasonable expenses incurred by NuCon Buyer in defense of such suit, claim, suit or proceeding if Supplier Seller does not undertake the defense thereof; provided, that Supplier Seller is promptly notified of any such suit and, except for suits against the U.S. Government, NuCon Buyer offers Supplier Seller full and exclusive control of the defense of such suit, claim, suit or proceeding when Items products of Supplier Seller only are involved therein or the right to participate in the defense of such suit, claim, suit or proceeding when products other than those of Supplier Seller are also involved therein; except that, this indemnity shall not extend to infringement resulting solely from SupplierSeller’s compliance with NuConBuyer’s specific designs, processes or formulas. In the event of an injunction or restraining order, Supplier Seller shall, at its own expense, either procure for NuCon Buyer the right to continue to sell and use the Itemproduct, or replace or modify the Item product so that it becomes non-infringing. Supplier Seller shall also indemnify NuConBuyer’s customers and agents for such infringement if and to the extent that NuCon Buyer has agreed so to indemnify them, but to no greater extent than Supplier extend that Seller has indemnified NuCon Buyer herein and under the same conditions as set forth herein.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Supplier shall indemnify Seller indemnifies and hold holds harmless NuCon Buyer from any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit, claim, suit or proceeding of alleged from infringement of any Intellectual Property rights patent, trademark or copyright by reason of the sale or use of any Item item sold to NuCon Buyer hereunder, and from reasonable expenses incurred by NuCon Buyer in defense of such suit, claim, suit or proceeding if Supplier to the extent Seller does not undertake the defense thereof; provided, that Supplier Seller is promptly notified of any such suit and, except for suits against the U.S. Government, NuCon and Buyer offers Supplier Seller full and exclusive control of the defense of such suit, claim, suit or proceeding when Items products of Supplier Seller only are involved therein or the right to participate in the defense of such suit, claim, suit or proceeding when products other than those of Supplier Seller are also involved therein; except that, that this indemnity shall not extend to infringement resulting solely from SupplierSeller’s compliance with NuConBuyer’s specific designsdetailed design drawings, processes or formulas. In the event of an injunction or restraining order, Supplier shallSeller will, at its own expense, either procure for NuCon Buyer the right to continue to sell and use the Itemitem, or replace or modify the Item item so that it becomes non-infringing. Supplier shall Seller will also indemnify NuConBuyer’s customers and agents for such infringement if and to the extent that NuCon Buyer has agreed so to indemnify them, but to no greater extent than Supplier Seller has indemnified NuCon Buyer herein and under the same conditions as set forth herein.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Supplier shall indemnify Seller indemnifies and hold holds harmless NuCon Buyer from any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit, claim, suit or proceeding of alleged from infringement of any Intellectual Property rights patent, trademark or copyright by reason of the sale or use of any Item item sold to NuCon Buyer hereunder, and from reasonable expenses incurred by NuCon Buyer in defense of such suit, claim, suit or proceeding if Supplier to the extent Seller does not undertake the defense thereof; provided, that Supplier Seller is promptly notified of any such suit and, except for suits against the U.S. Government, NuCon and Buyer offers Supplier Seller full and exclusive control of the defense of such suit, claim, suit or proceeding when Items products of Supplier Seller only are involved therein or the right to participate in the defense of such suit, claim, suit or proceeding when products other than those of Supplier Seller are also involved therein; except that, that this indemnity shall not extend to infringement resulting solely from SupplierSeller’s compliance with NuConXxxxx’s specific designsdetailed design drawings, processes or formulas. In the event of an injunction or restraining order, Supplier shallSeller will, at its own expense, either procure for NuCon Buyer the right to continue to sell and use the Itemitem, or replace or modify the Item item so that it becomes non-infringing. Supplier shall Seller will also indemnify NuConBuyer’s customers and agents for such infringement if and to the extent that NuCon Xxxxx has agreed so to indemnify them, but to no greater extent than Supplier Seller has indemnified NuCon Buyer herein and under the same conditions as set forth herein.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Supplier shall indemnify Seller indemnifies and hold holds harmless NuCon Buyer from any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit, claim, suit or proceeding of alleged from infringement of any Intellectual Property rights patent, trademark or copyright by reason of the sale or use of any Item item sold to NuCon Buyer hereunder, and from reasonable expenses incurred by NuCon Buyer in defense of such suit, claim, suit or proceeding if Supplier to the extent Seller does not undertake the defense thereof; provided, that Supplier Seller is promptly notified of any such suit and, except for suits against the U.S. Government, NuCon and Buyer offers Supplier Seller full and exclusive control of the defense of such suit, claim, suit or proceeding when Items products of Supplier Seller only are involved therein or the right to participate in the defense of such suit, claim, suit or proceeding when products other than those of Supplier Seller are also involved therein; except that, that this indemnity shall not extend to infringement resulting solely from SupplierSeller’s compliance with NuConXxxxx’s specific designsdetailed design drawings, processes or formulas. In the event of an injunction or restraining order, Supplier shallSeller will, at its own expense, either procure for NuCon Buyer the right to continue to sell and use the Itemitem, or replace or modify the Item item so that it becomes non-non- infringing. Supplier shall Seller will also indemnify NuConBuyer’s customers and agents for such infringement if and to the extent that NuCon Xxxxx has agreed so to indemnify them, but to no greater extent than Supplier Seller has indemnified NuCon Buyer herein and under the same conditions as set forth herein.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Supplier Seller shall indemnify and hold harmless NuCon Buyer from any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit, claim, or proceeding of alleged infringement of any Intellectual Property rights by reason of the sale or use of any Item sold to NuCon Buyer hereunder, and from reasonable expenses incurred by NuCon Buyer in defense of such suit, claim, or proceeding if Supplier Seller does not undertake the defense thereof; provided, that Supplier Seller is notified of any such suit and, except for suits against the U.S. Government, NuCon Buyer offers Supplier Seller full and exclusive control of the defense of such suit, claim, or proceeding when Items of Supplier Seller only are involved therein or the right to participate in the defense of such suit, claim, or proceeding when products other than those of Supplier Seller are also involved therein; except that, this indemnity shall not extend to infringement resulting solely from SupplierSeller’s compliance with NuConBuyer’s specific designs. In the event of an injunction or restraining order, Supplier Seller shall, at its own expense, either procure for NuCon Buyer the right to continue to sell and use the Item, or replace or modify the Item so that it becomes non-non- infringing. Supplier Seller shall also indemnify NuConBuyer’s customers and agents for such infringement if and to the extent that NuCon Xxxxx has agreed so to indemnify them, but to no greater extent than Supplier Seller has indemnified NuCon Buyer herein and under the same conditions as set forth herein.

PATENT, TRADEMARK AND COPYRIGHT INDEMNITY. Supplier Seller shall indemnify and hold harmless NuCon Buyer from any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit, claim, or proceeding of alleged infringement of any Intellectual Property rights by reason of the sale or use of any Item sold to NuCon Buyer hereunder, and from reasonable expenses incurred by NuCon Buyer in defense of such suit, claim, or proceeding if Supplier Seller does not undertake the defense thereof; provided, that Supplier Seller is notified of any such suit and, except for suits against the U.S. Government, NuCon Buyer offers Supplier Seller full and exclusive control of the defense of such suit, claim, or proceeding when Items of Supplier Seller only are involved therein or the right to participate in the defense of such suit, claim, or proceeding when products other than those of Supplier Seller are also involved therein; except that, this indemnity shall not extend to infringement resulting solely from SupplierSeller’s compliance with NuConBuyer’s specific designs. In the event of an injunction or restraining order, Supplier Seller shall, at its own expense, either procure for NuCon Buyer the right to continue to sell and use the Item, or replace or modify the Item so that it becomes non-infringing. Supplier shall also indemnify NuCon’s customers and agents for such infringement if and to the extent that NuCon has agreed so to indemnify them, but to no greater extent than Supplier has indemnified NuCon herein and under the same conditions as set forth herein.non-