Common use of Third Party Intellectual Property Rights Clause in Contracts

Third Party Intellectual Property Rights. XxXxxxxxx shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the use of the Goods by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third party, provided that Purchaser (i) promptly notifies XxXxxxxxx in writing of the claim, (ii) allows XxXxxxxxx full control of the defence and any related settlement negotiations, (iii) fully cooperates with XxXxxxxxx in the defence, (iv) XxXxxxxxx shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other equipment that is provided by or on behalf of Purchaser nor shall it be liable for any use by Purchaser that is contrary to any manuals or instructions by XxXxxxxxx, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of XxXxxxxxx. In the event the Goods are held to be infringing and the use of the same is enjoined, XxXxxxxxx shall, at its own expense and sole discretion, either procure the right to continue using the Goods, replace the Goods with non-infringing equivalents, or modify the Goods to eliminate such infringement. If the foregoing remedies do not cure the infringement, XxXxxxxxx will refund the purchase price of the infringing Goods. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at Purchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.

Third Party Intellectual Property Rights. XxXxxxxxx shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the use of the Goods by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third party, provided that Purchaser (i) promptly notifies XxXxxxxxx in writing of the claim, (ii) allows XxXxxxxxx full control of the defence and any related settlement negotiations, (iii) fully cooperates with XxXxxxxxx in the defence, (iv) XxXxxxxxx shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other equipment that is provided by or on behalf of Purchaser nor shall it be liable for any use by Purchaser that is contrary to any manuals or instructions by XxXxxxxxxPurchaser, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of XxXxxxxxx. In the event the Goods are held to be infringing and the use of the same is enjoined, XxXxxxxxx shall, at its own expense and sole discretion, either procure the right to continue using the Goods, replace the Goods with non-infringing equivalents, or modify the Goods to eliminate such infringement. If the foregoing remedies do not cure the infringement, XxXxxxxxx will refund the purchase price of the infringing Goods. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at Purchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.

Third Party Intellectual Property Rights. XxXxxxxxx shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the use of the Goods by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third party, provided that Purchaser (i) promptly notifies XxXxxxxxx in writing of the claim, (ii) allows XxXxxxxxx full control of the defence defense and any related settlement negotiations, (iii) fully cooperates with XxXxxxxxx in the defencedefense, (iv) XxXxxxxxx shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other equipment that is provided by or on behalf of Purchaser nor shall it be liable for any use by Purchaser that is contrary to any manuals or instructions by XxXxxxxxx, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of XxXxxxxxx. In the event the Goods are held to be infringing and the use of the same is enjoined, XxXxxxxxx shall, at its own expense and sole discretion, either procure the right to continue using the Goods, replace the Goods with non-infringing equivalents, or modify the Goods to eliminate such infringement. If the foregoing remedies do not cure the infringement, XxXxxxxxx will refund the purchase price of the infringing Goods. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at Purchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.