Common use of Supplier Indemnity Clause in Contracts

Supplier Indemnity. The Supplier warrants that any design, materials, documents and methods of working provided by the Supplier (“Supplier IP”) will not infringe any Intellectual Property Rights. The Supplier will pay all royalties and expenses, and will indemnify TransGrid against all claims by a third party that the Supplier IP infringes that third party’s Intellectual Property Rights, provided that TransGrid (1) notifies the Supplier of any such claim promptly in writing after receiving notice of such claim, (2) gives the Supplier sole control over the defence and settlement of any such claim and any negotiation for its settlement or compromise, (3) does not take a position that is adverse to the Supplier and (4) at the Supplier’s expense and request, provides reasonable assistance in the defence and settlement of any such claim.

Supplier Indemnity. The Supplier warrants that the Goods, any design, materials, documents and methods of working provided by the Supplier (“Supplier IP”) will not infringe any Intellectual Property Rights. The Supplier will pay all royalties and expenses, and will indemnify the TransGrid against all claims by a third party that the Supplier IP infringes that third party’s Intellectual Property Rights, provided that the TransGrid (1) notifies the Supplier of any such claim promptly in writing after receiving notice of such claim, (2) gives the Supplier sole control over the defence and settlement of any such claim and any negotiation for its settlement or compromise, (3) does not take a position that is adverse to the Supplier and (4) at the Supplier’s expense and request, provides reasonable assistance in the defence and settlement of any such claim.

Supplier Indemnity. The Supplier warrants that any design, materials, documents and methods of working provided by the Supplier (“Supplier IP”) will not infringe any Intellectual Property Rights. The Supplier will pay all royalties and expenses, and will indemnify the TransGrid against all claims by a third party that the Supplier IP infringes that third party’s Intellectual Property Rights, provided that the TransGrid (1) notifies the Supplier of any such claim promptly in writing after receiving notice of such claim, (2) gives the Supplier sole control over the defence and settlement of any such claim and any negotiation for its settlement or compromise, (3) does not take a position that is adverse to the Supplier and (4) at the Supplier’s expense and request, provides reasonable assistance in the defence and settlement of any such claim.

Supplier Indemnity. The Supplier warrants that the Goods, any design, materials, documents and methods of working provided by the Supplier (“Supplier IP”) will not infringe any Intellectual Property Rights. The Supplier will pay all royalties and expenses, and will indemnify TransGrid against all claims by a third party that the Supplier IP infringes that third party’s Intellectual Property Rights, provided that TransGrid (1) notifies the Supplier of any such claim promptly in writing after receiving notice of such claim, (2) gives the Supplier sole control over the defence and settlement of any such claim and any negotiation for its settlement or compromise, (3) does not take a position that is adverse to the Supplier and (4) at the Supplier’s expense and request, provides reasonable assistance in the defence and settlement of any such claim.