Common use of Proprietary Rights Indemnification Clause in Contracts

Proprietary Rights Indemnification. Trancell hereby represents and ---------------------------------- warrants that the Products and the sale and use of the Products do not infringe upon any copyright, patent, trade secret or other proprietary or intellectual property right of any third party, and that there are no suits or proceeding, pending or threatened alleging any such infringement. Trancell shall indemnify and hold Tech Data, Tech Data's subsidiaries and their respective, officers, directors, employees and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs and expenses, which they or any of them incur or become obligated to pay resulting from or arising out of any breach or claimed breach of the foregoing warranty. Tech Data shall inform Trancell of any such suit or proceeding filed against Tech Data and shall have the right, but not the obligation, to participate in the defense of any such suit or proceeding at Tech Data's expense. Trancell shall, at its option and expense, either (i) procure for Tech Data, its Customers and End Users the right to continue to use the Product as set forth in this Agreement, or (ii) replace, to the extent Products are available, or modify the Product to make its use non-infringing while being capable of performing the same function without degradation of performance. Trancell shall have no liability under this Section 6.2 for any infringement based on the use of any Product, if the Product is used in a manner or with equipment for which it was not reasonably intended. Trancell's obligations under this Section 6.2 shall survive termination of this Agreement.

Proprietary Rights Indemnification. Trancell VENDOR hereby represents and warrants ---------------------------------- warrants that the Products and the sale and use of the Products do not infringe upon any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any third party, and that there are no suits or proceedingproceedings, pending or threatened threatened, alleging any such infringement. Trancell VENDOR shall indemnify and hold Tech Data, Tech Data's parent, affiliates and subsidiaries and their respective, respective officers, directors, employees and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs and expenses, which they or any of them incur or become obligated to pay resulting from or arising out of any breach or claimed breach of the foregoing warranty. Tech Data shall inform Trancell VENDOR of any such suit or proceeding filed against Tech Data and shall have the right, but not the obligation, to participate in the defense of any such suit or proceeding at Tech Data's expense. Trancell VENDOR shall, at its option and expense, either (i) procure for Tech Data, its Customers and End Users the right to continue to use the Product as set forth in this Agreement, or (ii) replace, to the extent Products are available, or modify the Product to make its use non-infringing while being capable of performing the same function without degradation of performance. Trancell If neither of the foregoing alternatives (i) or (ii) is reasonably available, VENDOR shall accept a return of the Products from Tech Data, at VENDOR's sole cost and expense, and shall refund to Tech Data the full amount of the price paid by Tech Data for said returned Products, less any price protection credits, but not including any early payment or prepayment discounts. VENDOR shall have no liability under this Section 6.2 for any infringement based on the use of any Product, if the Product is used in a manner or with equipment for which it was not reasonably intended. TrancellVENDOR's obligations under this Section 6.2 shall survive termination or expiration of this Agreement.

Proprietary Rights Indemnification. Trancell Castelle hereby represents and ---------------------------------- warrants that the Products and the sale and use of the Products do not infringe upon any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any third party, and that there are no suits or proceedingproceedings, pending or threatened threatened, alleging any such infringement. Trancell Castelle shall indemnify and hold Tech Data, Tech Data's ’s parent, affiliates and subsidiaries and their respective, officers, directors, employees and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs and expenses, which they or any of them incur or become obligated to pay resulting from or arising out of any breach or claimed breach of the foregoing warranty. Tech Data shall inform Trancell Inform Castelle of any such suit or proceeding filed against Tech Data and shall have the right, but not the obligation, to participate in the defense of any such suit or proceeding at Tech Data's ’s expense. Trancell Castelle shall, at its option and expense, either (i) procure for Tech Data, its Customers and End Users the right to continue to use the Product as set forth in this Agreement, or (ii) replace, to the extent Products are available, or modify the Product to make its use non-infringing while being capable of performing the same function without degradation of performance. Trancell If neither of the foregoing alternatives (i) or (ii) is reasonably available, Castelle shall accept a return of the Products from Tech Data, at Castelle’s sole cost and expense, and shall refund to Tech Data the full amount of the price paid by Tech Data for said returned Products, less any price protection credits, but not including any early payment or prepayment discounts. Castelle shall have no liability under this Section 6.2 for any infringement based on the use of any Product, if the Product is used in a manner or with equipment for which it was not reasonably intended. Trancell's Castelle’s obligations under this Section 6.2 shall survive termination or expiration of this Agreement.

Proprietary Rights Indemnification. Trancell XEROX IMAGING hereby represents and ---------------------------------- warrants that XEROX IMAGING has all right, title, ownership interest and/or marketing rights necessary to provide the Products to Tech Data, and the Products and their sale and use of the Products hereunder do not infringe upon any copyright, patent, trade secret or other proprietary or intellectual property right of any third party, and that there are no suits or proceeding, pending or threatened alleging any such infringement. Trancell XEROX IMAGING shall indemnify and hold Tech Data, Tech Data's subsidiaries related and/or subsidiary companies, Tech Data's customers and their respectiverespective successors, officers, directors, employees and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs and expenses, including but not limited to XEROX IMAGING Imagining's manufacture, sale, offering for sale, distribution, promotion or advertising of the Products supplied under this Agreement (including attorney's fees) which they or any of them incur or become obligated to pay resulting from or arising out of any breach or claimed breach of the foregoing warranty, or by reason of any acts that may be committed suffered or permitted by XEROX IMAGING. XEROX IMAGING shall defend and settle, at its expense, all suits or proceedings arising therefrom. Tech Data shall inform Trancell XEROX IMAGING of any such suit or proceeding filed against Tech Data and shall have the right, but not the obligation, right to participate in the defense of any such suit or proceeding at Tech Data's expenseexpense and through counsel of Tech Data's choosing. Trancell shallIn the event an injunction is sought or obtained against the use of a Product , XEROX IMAGING shall within ninety (90) days of receipt of notice, at its option and expense, either (i) procure for Tech Data, its Customers customers and Product End Users the right to continue to use the infringing Product as set forth in this Agreement, or (ii) replace, to the extent Products are available, or modify the infringing Product to make its use non-infringing while being capable of performing the same function without degradation of performance. Trancell XEROX IMAGING shall have no liability under this Section 6.2 for any infringement based on the use of any equipment or software with any other equipment or software reasonably intended to be used with the Product, if the Product equipment or software is used in a manner or with equipment for which it was not reasonably intendeddesigned, or if the equipment or software is used in an infringing process. Trancell's XEROX IMAGING Imagines obligations under this Section 6.2 hereunder shall survive termination of this Agreement.

Proprietary Rights Indemnification. Trancell Piranha hereby represents and ---------------------------------- warrants that the Products and the sale and use of the Products do not infringe upon any copyright, patent, trade secret or other proprietary or intellectual property right of any third party, and that there are no suits or proceeding, pending or threatened alleging any such infringement. Trancell Piranha shall indemnify and hold Tech Data, Tech Data's subsidiaries and their respective, officers, directors, employees and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, reasonable costs and expenses, which they or any of them incur or become obligated to pay resulting from or arising out of any breach or claimed breach of the foregoing warranty. Tech Data shall inform Trancell Piranha of any such suit or proceeding filed against Tech Data and shall have the right, but not the obligation, to participate in the defense of any such suit or proceeding at Tech Data's expense. Trancell Piranha shall, at its option and expense, either (i) procure for Tech Data, its Customers and End Users the right to continue to use the Product as set forth in this Agreement, or (ii) replace, to the extent Products are available, or modify the Product to make its use non-infringing while being capable of performing the same function without degradation of performance. Trancell Piranha shall have no liability under this Section 6.2 for any infringement based on the use of any Product, if the Product is used in a manner or with equipment for which it was not reasonably intended. TrancellPiranha's obligations under this Section 6.2 shall survive termination or expiration of this Agreement.