Common use of Xerox' Infringement Indemnity Clause in Contracts

Xerox' Infringement Indemnity. (a) Subject to the terms hereof, Xerox agrees to indemnify, defend and hold JetFax harmless from and against any claim or suit alleging that the Xerox Deliverables and/or the User Interface (including, without limitations the interface to the User Interface software as set forth in Exhibit A) infringes any patent rights, copyrights or other proprietary rights of any third party when used for their intended purposes in conjunction with the Product and/or development of the JetFax Deliverables; provided that: (i) JetFax gives Xerox prompt notice in writing of any such suit and permits Xerox, through counsel of its choice, to answer the charge of infringement and defend such claim or suit, (ii) Xerox has sole control of the defense and all related settlement negotiations, (iii) JetFax has not further modified or altered the Xerox Deliverables'(other than the User Interface) following their delivery to JetFax if such claim or suit would have been avoided if such modification or alteration had not been made, and (iv) JetFax provides Xerox with the assistance, information and authority to perform the above. In the event Xerox agrees to settle the suit, both Xerox and JetFax agree not to publicize the settlement nor to permit the party claiming infringement to publicize. the settlement without first obtaining the other party's written permission.

Xerox' Infringement Indemnity. (a) Subject to the terms hereof, Xerox agrees to indemnify, defend and hold JetFax and its customers harmless from and against any claim or suit alleging that the Xerox Deliverables and/or (excluding the User Interface (includingPrinter Mechanism and the JetFax Cartridge, without limitations the interface to the User Interface software as indemnity for which is set forth exclusively in Exhibit Athe Supply Agreement) infringes any patent rights, copyrights or other proprietary rights of any third party when used for their its intended purposes in conjunction with the Product and/or development of or the JetFax DeliverablesProduct or any Derivative Product; provided that: (i) JetFax gives Xerox prompt notice in writing of any such suit and permits Xerox, through counsel of its choice, to answer the charge of infringement and defend such claim or suit, (ii) Xerox has sole control of the defense and all related settlement negotiations, (iii) JetFax has not further modified or altered the Xerox Deliverables'(other than the User Interface) Deliverables following their delivery to JetFax if such claim or suit would have been avoided if such modification or alteration had not been made, and (iv) JetFax provides Xerox with the assistance, information and authority to perform the above. In the event Xerox agrees to settle the suit, both Xerox and JetFax agree not to publicize the settlement nor to permit the party claiming infringement to publicize. publicize the settlement without first obtaining the other party's written permission.