INDEMNITY AND INSURANCE. 10.1 Indemnification of Buyer. Subject to Sections 10.2 and 10.3 below, PacBio agrees to defend Xxxxx against any third party claim, proceeding or action ("Claim") to the extent the Claim alleges that any Product sold to Buyer hereunder, as delivered to Buyer by PacBio, directly infringes any patent, copyright, or other intellectual property right. PacBio will pay all damages awarded, and settlements approved in writing by an authorized representative of PacBio, in connection therewith, provided that (i) Buyer provides to PacBio written notice of the Claim within thirty (30) days of receipt by Buyer of such Claim, or such earlier time as required to avoid prejudice to PacBio or its ability to defend such Claim, (ii) Buyer allows PacBio to control the defense and settlement of the Claim, and (iii) Buyer provides to PacBio reasonable assistance in connection therewith, at no charge to PacBio. Buyer may employ counsel at its own expense to assist it with respect to any such Claim, provided that this shall not obligate PacBio or its counsel to consult with or advise such Buyer counsel, nor affect PacBio’s control of the defense and settlement of the Claim.
10.2 Exceptions. PacBio shall have no liability or obligation pursuant to this Section 10 with respect to Claims resulting from (i) modification of the Product other than by PacBio or its authorized service provider; (ii) combination of the Product with any item or method not supplied or specifically recommended in writing by PacBio, (iii) use of the Product other than in accordance with the Documentation and this Agreement (including without limitation use for diagnostic or other non-research uses), or (iv) compliance with Buyer's instructions, specifications or design to the extent such instructions, specifications or design materially differ from comparable Products that PacBio makes generally available to its customers (collectively, (i)-(iv), "Excluded Causes").
10.3 Remedy. In the event there is a Claim, or PacBio believes a Claim is likely, alleging intellectual property infringement with respect to any Product sold to Buyer hereunder, PacBio shall be entitled, without obligation to do so, at its option and expense, to (i) modify the Product so that it is no longer infringing, (ii) obtain a license with respect to the applicable intellectual property rights, or (iii) accept the return of each such Product purchased by Buyer hereunder (except for contaminated Products that, in PacBio’s discretion, cann...
INDEMNITY AND INSURANCE. 14.1.) The Client shall be required to defend, hold harmless and indemnify Camuna Cavi, its officers directors, employees, representatives, agents, successors and assignees, in their position of employees or not, from any suit or legal proceedings, as well as any claim, demand, loss, judgment, fine, damage, cost, expense or liability, including by way of example, litigations for personal injury or damage to personal or real property or to environment, resulting from and determined by any legal action or omission or issued by or brought against the Client, its agents, employees, suppliers.
14.2.) The Client agrees to indemnify Camuna Cavi from fees and expenses due to lawyers, or other expenses incurred by , if the Client should issue Court proceeding or litigation.
14.3) Liabilities of Camuna Cavi are limited to the obligations as set in each supply and in these General Condition of Sale. In no event Camuna Cavi could be held liable for indirect or intangible damages. The Party claiming any liability to the other, as part of his obligations, is required to act with due care in order to reduce the damage, and / or to prevent the occurrence of further damage. The Client undertakes to promptly inform Camuna Cavi in case occur situations such to indicate that Camuna Cavi might suffer damages of any kind; in any case, it will pay the compensation referred to in above paragraphs.