Common use of Proprietary Rights Indemnification Clause in Contracts

Proprietary Rights Indemnification. a. Seller agrees: (i) to defend, hold harmless and indemnify Constellium, its successors, and Constellium’s Customer against claims of actual or alleged direct infringement (including literal infringement and infringement under the Doctrine of Equivalents) of, or contributory infringement of or inducement to infringe, any proprietary right (including any patent, trademark, copyright, moral, industrial design right or other proprietary right or misuse or misappropriation of trade secret) and against any resulting damages or expenses (including attorneys’ and other professionals’ fees, settlements, releases and judgments) to the extent such damages or expenses arise out of or relate in any way to the Products covered by this Purchase Order (including without limitation their manufacture, purchase, use and/or sale) or under any legal theory related to the Products, including such claims where Seller has provided only part of the Products, and Seller expressly waives any claim against Constellium that such infringement arose out of compliance with Constellium's specifications; (ii) to waive any claim against Constellium, including any hold harmless or similar claim, in any way related to a third-party claim asserted against Seller or Constellium for infringement of any proprietary right (including any patent, trademark, copyright, moral, industrial design right or other proprietary right or misuse or misappropriation of trade secret), including claims arising out of specifications furnished by Constellium; (iii) that Constellium, Constellium's subcontractors and Constellium’s Customer have the worldwide, irrevocable right and license to repair, reconstruct, rebuild, and make, and to have repaired, reconstructed, rebuilt, and made, the Products without payment of any royalty or other compensation to Seller or any other party; (iv) that manufactured parts based on Constellium's drawings or specifications may not be used for Seller's own use or sold to third parties without Constellium's express written authorization;

Proprietary Rights Indemnification. a. Seller agrees: EDS represents and warrants that (i) at the time of delivery to defendSUPPLIER, no Licensed Software or Documentation provided under this Agreement is the subject of any litigation ("Litigation"), and (ii) EDS has all right, title, ownership interest, and/or marketing rights necessary to provide the Licensed Software and Documentation to SUPPLIER for remarketing hereunder and that the Licensed Software and Documentation and their sale, license, and use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement ("Infringement"). EDS shall indemnify and hold harmless SUPPLIER and indemnify Constellium, its respective successors, officers, directors, employees, and Constellium’s Customer agents harmless from and against claims of actual or alleged direct infringement any and all actions, claims, losses, damages, liabilities, awards, costs and expenses (including literal infringement and infringement under the Doctrine of Equivalentslegal fees) resulting from, arising out of, or contributory infringement of or inducement relating to infringe(i) any Litigation, any proprietary right (including any patent, trademark, copyright, moral, industrial design right or other proprietary right or misuse or misappropriation of trade secret) and against any resulting damages or expenses (including attorneys’ and other professionals’ fees, settlements, releases and judgments) to the extent such damages or expenses arise out of or relate in any way to the Products covered by this Purchase Order (including without limitation their manufacture, purchase, use and/or sale) or under any legal theory related to the Products, including such claims where Seller has provided only part of the Products, and Seller expressly waives any claim against Constellium that such infringement arose out of compliance with Constellium's specifications; (ii) to waive any claim against Constelliumbreach or claimed breach of the foregoing warranties, including any hold harmless or similar claim, in any way related to a third-party claim asserted against Seller or Constellium for infringement of any proprietary right (including any patent, trademark, copyright, moral, industrial design right or other proprietary right or misuse or misappropriation of trade secret), including claims arising out of specifications furnished by Constellium; (iii) that Constelliumany claim of an Infringement, Constellium's subcontractors and Constellium’s Customer have the worldwide, irrevocable right and license to repair, reconstruct, rebuild, and make, and to have repaired, reconstructed, rebuilt, and made, the Products without payment of any royalty or other compensation to Seller or any other party; (iv) that manufactured parts any failure or claimed failure of any Licensed Software to perform in accordance with its Applicable Specifications, and EDS shall defend and settle, at its expense, all suits or proceedings arising therefrom. SUPPLIER shall inform EDS of any such suit or proceeding against SUPPLIER and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing. EDS shall notify SUPPLIER of any actions, claims, or suits against EDS based on Constelliuman alleged Infringement of any party's drawings intellectual property rights in and to the Licensed Software or specifications may not Documentation. In the event an injunction is obtained against use of the Licensed Software or Documentation or in SUPPLIER's opinion is likely to be used obtained, EDS shall promptly, at is option and expense, either (A) procure for Seller's own SUPPLIER and End Users of the Licensed Software, or Documentation, the right to continue to xxx the infringing Licensed Software or Documentation as set forth in this Agreement, or (B) replace or modify the infringing Licensed Software or Documentation to make its use or sold to third parties non-infringing while being capable of performing the same function without Constellium's express written authorization;degradation of performance.

Proprietary Rights Indemnification. a. Seller agrees: Anacomp represents and warrants that (i) at the time of delivery to defendEDS, hold harmless and indemnify Constellium, its successorsno Product provided under this Agreement is the subject of any litigation that will adversely affect such Product or EDS' use thereof ("Litigation"), and Constellium’s Customer against claims (ii) Anacomp has all right, title, ownership interest, licensing, and/or marketing rights necessary to provide the Products to EDS and that each License, the Products and their sale, license, and use hereunder and that the performance of actual the Services do not and shall not directly or alleged direct infringement (including literal infringement and infringement under the Doctrine of Equivalents) ofindirectly violate or infringe upon any copyright, or contributory infringement of or inducement to infringe, any proprietary right (including any patent, trademarktrade secret, copyright, moral, industrial design right or other proprietary or intellectual property right of any third party or misuse contribute to such violation or misappropriation of trade secret) infringement ("Infringement"). Anacomp shall indemnify and hold EDS and Product end users and their respective successors, officers, directors, employees, and agents harmless from and against any resulting damages or and all actions, claims, losses, damages, liabilities, awards, costs, and expenses (including attorneys’ and other professionals’ legal fees, settlements, releases and judgments) to the extent such damages resulting from or expenses arise arising out of any Litigation, any breach or relate claimed breach of the foregoing warranties, or which is based on a claim of an Infringement and Anacomp shall defend and settle, at its expense, all suits or proceedings arising therefrom. EDS shall inform Anacomp of any such suit or proceeding against EDS and EDS shall have the right to participate in the defense of any way to the Products covered by this Purchase Order (including without limitation their manufacturesuch suit or proceeding at its expense and through counsel of its choosing. Anacomp shall notify EDS of any actions, purchaseclaims, use and/or sale) or under suits against Anacomp based on an alleged Infringement of any legal theory related party's intellectual property rights in and to the Products. In the event an injunction is sought or obtained against use of a Product or in EDS' opinion is likely to be sought or obtained, including such claims where Seller has provided Anacomp shall promptly, at its option and expense, either (A) procure for EDS and Product end users the right to continue to use the infringing Product as set forth in this Agreement, or (B) replace or modify the infringing Product to make its use non-infringing while being capable of performing the same function without degradation of performance. If these options may only part be executed by Anacomp at an unreasonable cost, then Anacomp may require EDS to discontinue use of the Products, Product and Seller expressly waives any claim against Constellium that such infringement arose out of compliance with Constellium's specifications; (ii) return to waive any claim against Constellium, including any hold harmless or similar claim, in any way related EDS the price paid to a third-party claim asserted against Seller or Constellium Anacomp for infringement of any proprietary right (including any patent, trademark, copyright, moral, industrial design right or other proprietary right or misuse or misappropriation of trade secret), including claims arising out of specifications furnished by Constellium; (iii) that Constellium, Constellium's subcontractors and Constellium’s Customer have the worldwide, irrevocable right and license to repair, reconstruct, rebuild, and make, and to have repaired, reconstructed, rebuilt, and made, the Products without payment of any royalty or other compensation to Seller or any other party; (iv) that manufactured parts based on Constellium's drawings or specifications may not be used for Seller's own use or sold to third parties without Constellium's express written authorization;Product.