Common use of SUPPLIER Third Party Claims Clause in Contracts

SUPPLIER Third Party Claims. DISTRIBUTOR shall promptly notify SUPPLIER of any claims or objections that DISTRIBUTOR becomes aware of that claim that SUPPLIER’s or DISTRIBUTOR’s use of the Product Intellectual Property Rights in connection with the distribution, sale, marketing, promotion, or importation of the Product may or will infringe the Intellectual Property Rights of another Person (“SUPPLIER Third Party Claim”). If DISTRIBUTOR is served with a legal action or otherwise forced to respond in a legal proceeding due to a SUPPLIER Third Party Claim, SUPPLIER shall be entitled to conduct the defense of such SUPPLIER Third Party Claim at its own cost. SUPPLIER shall have the sole control over the defense and settlement of any SUPPLIER Third Party Claims. For that purpose, DISTRIBUTOR shall (1) if requested by SUPPLIER, without delay, in accordance with SUPPLIER’s instructions, submit the defense of such SUPPLIER Third Party Claim on behalf of SUPPLIER; and (2) render SUPPLIER all reasonable assistance, at SUPPLIER’s expense, in connection with the defense of any such SUPPLIER Third Party Claim or objection, whether in the courts, before administrative agencies, or otherwise. DISTRIBUTOR shall not, except as required by law, knowingly make any admission to jeopardize, compromise or otherwise limit the validity of the Product Intellectual Property Rights.

Appears in 2 contracts

Samples: Distribution Agreement (Valneva SE), Distribution Agreement (Valneva SE)

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SUPPLIER Third Party Claims. DISTRIBUTOR shall promptly notify SUPPLIER of any claims or objections that DISTRIBUTOR becomes aware of that claim claims that SUPPLIER’s or DISTRIBUTOR’s use of the Product Intellectual Property Rights in connection with the distribution, sale, marketing, promotion, or importation and promotion of the Product may infringes the copyrights, patents, design rights, trademarks or will infringe other proprietary rights of another Person provided DISTRIBUTOR´s use of the Intellectual Property Rights is in accordance with the terms and conditions of another Person this Agreement ("SUPPLIER Third Party Claim"). If DISTRIBUTOR is served with a legal action or otherwise forced to respond in a legal proceeding due to a SUPPLIER Third Party Claim, SUPPLIER shall be entitled to conduct the defense of such SUPPLIER Third Party Claim at its own cost. SUPPLIER shall have the sole control over the defense and settlement of any SUPPLIER Third Party Claims. For that purpose, DISTRIBUTOR shall (1) if requested by SUPPLIER, without delay, at SUPPLIER’s expense in accordance with SUPPLIER’s instructions, submit the defense of such SUPPLIER Third Party Claim on behalf of SUPPLIER; and (2) render SUPPLIER all reasonable assistance, at SUPPLIER’s 's expense, in connection with the defense of any such SUPPLIER Third Party Claim or objection, whether in the courts, before administrative agencies, or otherwise. DISTRIBUTOR shall not, except as required by law, knowingly make any admission to jeopardize, compromise or otherwise limit the validity of the Product Intellectual Property Rights.

Appears in 1 contract

Samples: Distribution Agreement (Valneva SE)

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SUPPLIER Third Party Claims. DISTRIBUTOR shall promptly notify SUPPLIER of any claims or objections that DISTRIBUTOR becomes aware of that claim claims that SUPPLIER’s or DISTRIBUTOR’s use of the Product Intellectual Property Rights in connection with the distribution, sale, marketing, promotion, or and importation of the Product may infringe the copyrights, patents, design rights, trademarks or will infringe other proprietary rights of another Person, provided DISTRIBUTOR’s use of the Intellectual Property Rights is in accordance with the terms and conditions of another Person this Agreement (“SUPPLIER Third Party Claim”). If DISTRIBUTOR is served with a legal action or otherwise forced to respond in a legal proceeding due to a SUPPLIER Third Party Claim, SUPPLIER shall be entitled to conduct the defense of such SUPPLIER Third Party Claim at its own cost. SUPPLIER shall have the sole control over the defense and settlement of any SUPPLIER Third Party Claims. For that purpose, DISTRIBUTOR shall (1) if requested by SUPPLIER, without delay, in accordance with SUPPLIER’s instructions, submit tender the defense of such SUPPLIER Third Party Claim on behalf of to SUPPLIER; and (2) render SUPPLIER all reasonable assistance, at SUPPLIER’s expense, in connection with the defense of any such SUPPLIER Third Party Claim or objection, whether in the courts, before administrative agencies, or otherwise. DISTRIBUTOR shall not, except as required by law, knowingly make any admission to jeopardize, compromise or otherwise limit the validity of the Product Intellectual Property Rights. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.

Appears in 1 contract

Samples: Distribution Agreement (Valneva SE)

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