Common use of Proprietary Rights, Patent and Copyright Infringement Clause in Contracts

Proprietary Rights, Patent and Copyright Infringement. 9.1.1 Contractor shall defend any action or proceeding brought against Owner based on any assertion or claim that the Work, or any part thereof, or the operation thereof or use of the Work or any part thereof, constitutes infringement of any third party proprietary rights, trademark, patent or copyright, now or hereafter issued (“Proprietary Rights”. Owner agrees to give prompt notice in writing to Contractor of any such action or proceeding and to provide authority, information and assistance in the defense of same. Contractor shall defend, indemnify and hold harmless Owner from and against all damages and costs, including attorney’s fees, awarded against Owner or Contractor in any such action or proceeding. Contractor further agrees to keep Owner informed of all developments in the defense of such actions or proceedings. 9.1.2 In the event that Owner is enjoined from the operations or use of the Work, or any part thereof in connection with any claim of infringed proprietary rights, Contractor shall at its sole expense take reasonable steps to procure the right or license to operate or use the Work. If Contractor cannot so procure the aforesaid right within a reasonable time, Contractor shall then, promptly, at Contractor’s option and at Contractor’s expense and in consultation with owner, (a) modify the Work so to avoid infringement of any Proprietary Rights; or (b) replace said Work with Work that does not infringe or violate any such Proprietary Rights.

Proprietary Rights, Patent and Copyright Infringement. 9.1.1 Contractor shall defend any action or proceeding brought against Owner based on any assertion or claim that the Work, or any part thereof, or the operation thereof or use of the Work or any part thereof, constitutes infringement of any third party proprietary rights, trademark, patent or copyright, now or hereafter issued (“Proprietary Rights”). Owner agrees to give prompt notice in writing to Contractor of any such action or proceeding and to provide authority, information and assistance in the defense of same. Contractor shall defend, indemnify and hold harmless Owner from and against all damages and costs, including attorney’s fees, awarded against Owner or Contractor in any such action or proceeding. Contractor further agrees to keep Owner informed of all developments in the defense of such actions or proceedings. 9.1.2 In the event that Owner is enjoined from the operations or use of the Work, or any part thereof in connection with any claim of infringed proprietary rights, Contractor shall at its sole expense take reasonable steps to procure the right or license to operate or use the Work. If Contractor cannot so procure the aforesaid right within a reasonable time, Contractor shall then, promptly, at Contractor’s option and at Contractor’s expense and in consultation with owner, (a) modify the Work so to avoid infringement of any Proprietary Rights; or (b) replace said Work with Work that does not infringe or violate any such Proprietary Rights.