By McDATA Clause Samples
POPULAR SAMPLE Copied 1 times
By McDATA. Subject to the provisions of Section 12.4, McDATA agrees, at its expense, to defend, indemnify and hold harmless SUPPLIER and its officers, directors and employees from and against all third party claims, suits and proceedings (i) arising in connection with product liability claims for the Products resulting from McDATA’s design of the Products or due to McDATA’s negligence or willful misconduct; (ii) relating to any breach of a representation or warranty by McDATA hereunder, or (iii) based on any third party claim that the McDATA’s design of the Products infringe or violate any United States patent or trademark, or worldwide trade secret or copyright, and will pay all final judgments awarded or settlements entered into on such claim, proceeding or suit. Notwithstanding the foregoing, McDATA shall not be liable for any claim of infringement to the extent any Product is altered or modified without McDATA’s authorization.
By McDATA. Subject to the provisions of Section 14.3, McDATA agrees, at its expense, to defend, indemnify and hold harmless Buyer and its officers, directors and employees from and against all third party claims, suits and proceedings (l) arising in connection with any breach of this Agreement by McDATA, or (ll) based on any third party claim that the Products and/or Software infringe or violate any United States patent or trademark, or worldwide trade secret or copyright, and will pay all final judgments awarded or settlements entered into on such claim, proceeding or suit. Notwithstanding the foregoing, McDATA shall not be liable for any claim of infringement to the extent any Product or Software is altered or modified without McDATA’s authorization. In the event the Products or Software become, or in McDATA’s opinion are likely to become, the subject of an infringement, McDATA shall have the right, at its option and expense, to (i) obtain the rights to continued use of such Product or Software, (ii) replace or modify the Product or Software so that it is no longer infringing, or if, despite McDATA’s best efforts, neither (i) nor (ii) is possible, (iii) [***]. The foregoing remedies are the sole remedies for infringement of any intellectual property rights.
By McDATA. McDATA hereby releases, acquits, and forever discharges, and shall cause its Subsidiaries which are Subsidiaries as of the Effective Date, to release, acquit and forever discharge EMC, its Subsidiaries, which are Subsidiaries as of the Effective Date, and its customers for such customers' use of EMC Products, from any and all claims or liability for