Common use of Defense of Infringement Claims Clause in Contracts

Defense of Infringement Claims. If a third party files a claim or brings an action against Buyer alleging that a product, as delivered by Seller to Buyer, infringes a Patent, copyright, trademark or other intellectual property right, and if Seller is promptly advised of any such claim or action by Xxxxx, then Seller shall assume and have sole control of the defense of any such action or claim at its own expense, including the sole power and authority to negotiate any settlement or compromise and shall be responsible for any judgment or award issued in such action based on such infringement. If at any time use of the product is enjoined or is discontinued because of such action, Seller shall, at its sole option and expense, either procure for Buyer the right to continue using the product, replace or modify the product so that it becomes non-infringing or grant Buyer a credit for the purchase price of the product and accept its return. Seller shall not have any liability or obligation under this Section if the infringement of a third party right is based in any way upon (i) the use of products in combination with other components, equipment or software not furnished by Seller; (ii) use of a product in practicing any process; (iii) any product which has been modified or altered; (iv) the manner in which the product is used even if Seller has been advised of such use; or (v) Seller's compliance with Buyer's designs, specification or instructions. In no event shall Seller's total liability to Buyer under this Section exceed the aggregate sum paid to Seller by Buyer for the infringing products. If any suit or proceeding is brought against Seller based on a claim that the products manufactured by Seller in compliance with Xxxxx's specifications and supplied to Buyer directly infringe any duly issued patent, then the patent indemnity obligations herein stated with respect to Seller shall reciprocally apply with respect to Buyer. The foregoing states the sole and exclusive liability of the parties hereto for patent infringement and is in lieu of all warranties, express, implied, or statutory, in regard thereto. No license or right is granted by Seller to the Buyer under any patent, patent application, trademark, copyright, software or trade secret. Any such grant shall be made in a separate written agreement.

Defense of Infringement Claims. If a third party files a claim or brings an action against Buyer alleging that a product, as delivered by Seller to Buyer, infringes a United States Patent, United States copyright, United States trademark or other United States intellectual property right, and if Seller is promptly advised of any such claim or action by XxxxxBuyer, then Seller shall assume and have sole control of the defense of any such action or claim at its own expense, including the sole power and authority to negotiate any settlement or compromise and shall be responsible for any judgment or award issued in such action based on such infringement. If at any time use of the product is enjoined or is discontinued because of such action, Seller shall, at its sole option and expense, either procure for Buyer the right to continue using the product, replace replace, or modify the product so that it becomes non-infringing or grant Buyer a credit for the purchase price of the product and accept its return. Seller shall not have any liability or obligation under this Section if the infringement of a third party right is based in any way upon (i) the use of products in combination with other components, equipment or software not furnished by Seller; (ii) use of a product in practicing any process; (iii) any product which has been modified or altered; (iv) the manner in which the product is used even if Seller has been advised of such use; or (v) Seller's compliance with Buyer's designs, specification or instructions. In no event shall Seller's total liability to Buyer under this Section exceed the aggregate sum paid to Seller by Buyer for the infringing products. If any suit or proceeding is brought against Seller based on a claim that the products manufactured by Seller in compliance with XxxxxBuyer's specifications and supplied to Buyer directly infringe any duly issued United States patent, then the patent indemnity obligations herein stated with respect to Seller shall reciprocally apply with respect to Buyer. The foregoing states the sole and exclusive liability of the parties hereto for patent infringement and is in lieu of all warranties, express, implied, or statutory, in regard thereto. No license or right is granted by Seller to the Buyer under any patent, patent application, trademark, copyright, software software, or trade secret. Any such grant shall be made in a separate written agreement.

Defense of Infringement Claims. If The Company agrees to (a) defend Subscriber against any demand, claim, action or suit by a third party files (each, a claim Claim) that the Services infringe any U.S. patent or brings U.S. copyright or misappropriates any trade secret of such third party and (b) indemnify Subscriber for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys' fees) (collectively, Losses) finally awarded to such third party by a court of competent jurisdiction or agreed to as part of a monetary settlement arising out of such Claim. Notwithstanding anything to the contrary contained herein, the Company shall have no liability or obligation to Subscriber or Authorized Users hereunder with respect to any Claim arising from or related to (A) any content provided by or accessed from any Authorized Users or third parties under license or otherwise, (B) Subscriber’s or an action against Buyer alleging that a product, as delivered by Seller to Buyer, infringes a Patent, copyright, trademark or other intellectual property right, and if Seller is promptly advised of any such claim or action by Xxxxx, then Seller shall assume and have sole control of the defense of any such action or claim at its own expense, including the sole power and authority to negotiate any settlement or compromise and shall be responsible for any judgment or award issued in such action based on such infringement. If at any time Authorized User’s use of the product is enjoined Services in any manner not expressly contemplated under the Agreement, (C) modifications or is discontinued because combinations of such actionthe Services with materials and/or information not provided by the Company, Seller shallor (D) Subscriber's or an Authorized User’s continuing allegedly infringing activity after being notified thereof. Should the use or operation of all or any part of the Services become, at its sole option and expenseor, either procure for Buyer in the reasonable opinion of the Company, be likely to become, the subject of any claim of infringement of any third party patent or copyright, or of any misappropriation of any trade secret of any third party, the Company shall have the right to continue using the product, replace or modify the product allegedly infringing aspects of the Services so that it becomes non-infringing or grant Buyer a credit to obtain the right for Subscriber to continue using such Services. If, in the purchase price Company’s reasonable opinion, neither of the product and accept its returnforegoing is commercially feasible, the Company shall have the right to terminate the Agreement. Seller In the event of such termination, the Company shall not have grant a refund of any liability fees paid in advance for access to or obligation under this Section if the infringement of a third party right is based in any way upon (i) the use of products in combination with other components, equipment or software not furnished by Seller; (ii) use the Services beyond the effective date of a product in practicing any process; (iii) any product which has been modified or altered; (iv) the manner in which the product is used even if Seller has been advised of such use; or (v) Seller's compliance with Buyer's designs, specification or instructions. In no event shall Seller's total liability to Buyer under this Section exceed the aggregate sum paid to Seller by Buyer for the infringing products. If any suit or proceeding is brought against Seller based on a claim that the products manufactured by Seller in compliance with Xxxxx's specifications and supplied to Buyer directly infringe any duly issued patent, then the patent indemnity obligations herein stated with respect to Seller shall reciprocally apply with respect to Buyertermination. The foregoing states the sole and exclusive entire liability of the parties hereto for patent infringement Company, and is in lieu Subscriber's exclusive remedy, with respect to any actual or alleged violation of all warranties, express, implied, intellectual property rights by the Services or statutory, in regard thereto. No license any part thereof or right is granted by Seller to the Buyer under any patent, patent application, trademark, copyright, software or trade secret. Any such grant shall be made in a separate written agreementtheir use.

Defense of Infringement Claims. If a third party files a claim or brings an action against Buyer alleging that a product, as delivered by Seller to Buyer, infringes a PatentUnited States patent, United States copyright, United States trademark or other United States intellectual property right, and if Seller is promptly advised of any such claim or action by Xxxxx, then Seller shall assume and have sole control of the defense of any such action or claim at its own expense, including the sole power and authority to negotiate any settlement or compromise and shall be responsible for any judgment or award issued in such action based on such infringement. If at any time use of the product is enjoined or is discontinued because of such action, Seller shall, at its sole option and expense, either procure for Buyer the right to continue using the product, replace replace, or modify the product so that it becomes non-infringing or grant Buyer a credit for the purchase price of the product and accept its return. Seller shall not have any liability or obligation under this Section if the infringement of a third party right is based in any way upon (i) the use of products in combination with other components, equipment or software not furnished by Seller; (ii) use of a product in practicing any process; (iii) any product which that has been modified or altered; (iv) the manner in which the product is used even if Seller has been advised of such use; or (v) Seller's compliance with Buyer's designs, specification or instructions. In no event shall Seller's total liability to Buyer under this Section exceed the aggregate sum paid to Seller by Buyer for the infringing products. If any suit or proceeding is brought against Seller based on a claim that the products manufactured by Seller in compliance with Xxxxx's specifications and supplied to Buyer directly infringe any duly issued United States patent, then the patent indemnity obligations herein stated with respect to Seller shall reciprocally apply with respect to Buyer. The foregoing states the sole and exclusive liability of the parties hereto for patent infringement and is in lieu of all warranties, express, implied, or statutory, in regard thereto. No license or right is granted by Seller to the Buyer under any patent, patent application, trademark, copyright, software software, or trade secret. Any such grant shall be made in a separate written agreement.

Defense of Infringement Claims. If a third party files a claim or brings an action against Buyer alleging that a product, as delivered by Seller to Buyer, infringes a United States Patent, United States copyright, United States trademark or other United States intellectual property right, and if Seller is promptly advised of any such claim or action by XxxxxBuyer, then Seller shall assume and have sole control of the defense of any such action or claim at its own expense, including the sole power and authority to negotiate any settlement or compromise and shall be responsible for any judgment or award issued in such action based on such infringement. If at any time use of the product is enjoined or is discontinued because of such action, Seller shall, at its sole option and expense, either procure for Buyer the right to continue using the product, replace replace, or modify the product so that it becomes non-infringing or grant Buyer a credit for the purchase price of the product and accept its return. Seller shall not have any liability or obligation under this Section if the infringement of a third party right is based in any way upon (i) the use of products in combination with other components, equipment or software not furnished by Seller; (ii) use of a product in practicing any process; (iii) any product which has been modified or altered; (iv) the manner in which the product is used even if Seller has been advised of such use; or (v) Seller's compliance with Buyer's designs, specification or instructions. In no event shall Seller's total liability to Buyer under this Section exceed the aggregate sum paid to Seller by Buyer for the infringing products. If any suit or proceeding is brought against Seller based on a claim that the products manufactured by Seller in compliance with XxxxxBuyer's specifications and supplied to Buyer directly infringe any duly issued patentthird party intellectual property, then the patent indemnity obligations herein stated with respect to Seller shall reciprocally apply with respect to Buyer. The foregoing states the sole and exclusive liability of the parties hereto for patent infringement and is in lieu of all warranties, express, implied, or statutory, in regard thereto. No license or right is granted by Seller to the Buyer under any patent, patent application, trademark, copyright, software software, or trade secret. Any such grant shall be made in a separate written agreement.

Defense of Infringement Claims. If a third party files notified promptly in writing of any action (and all prior claims relating to such action) brought against Distributor based on a claim or brings an action against Buyer alleging that a product, as delivered by Seller to Buyer, Distributor’s use of the Product infringes a Patent, copyright, trademark patent or other intellectual property right, and if Seller is promptly advised of given access by Distributor to any information Distributor has regarding such alleged infringement, Manufacturer will defend Distributor in such action at its expense and will pay any costs or damages finally awarded against Distributor in any such claim or action by Xxxxxaction, then Seller provided the Manufacturer shall assume and have had sole control of the defense of any such action or claim at and all negotiations for its own expense, including the sole power and authority to negotiate any settlement or compromise and compromise. In the event that a final injunction shall be responsible for any judgment or award issued in such action based on such infringement. If at any time obtained against Distributor’s use of the product Product by reason of infringement of a patent or other intellectual property right or if in Manufacturer’s opinion the Product is enjoined likely to become the subject of a claim of infringement of a patent or is discontinued because of such actionother intellectual property right, Seller shallManufacturer will, at its sole option and at its expense, either procure for Buyer Distributor the right to continue using the productProduct, replace or modify the product same so that it becomes non-non infringing or grant Buyer Distributor a credit for the purchase price of the product such Product as depreciated and accept its return. Seller The depreciation shall be an equal amount per year over the five (5) year lifetime of the Product. Manufacturer shall not have any liability to Distributor under any provision of this clause if any infringement, or obligation under this Section if the infringement of a third party right claim thereof, is based in any way upon upon: (i) the use of products the Product in combination with other componentsproducts or devices which are not made by Manufacturer, equipment or software not furnished by Seller; (ii) the use of a product the Product in practicing any process; , (iii) the furnishing to Distributor of any product which has been modified information, data, service or altered; applications assistance, or (iv) the manner in which use of the product is used even if Seller has been advised of such use; Product with modifications made by Distributor. No costs or (v) Seller's compliance with Buyer's designs, specification or instructions. In no event expenses shall Seller's total liability to Buyer under this Section exceed the aggregate sum paid to Seller by Buyer be incurred for the infringing productsaccount of Manufacturer without the written consent of Manufacturer. If any suit or proceeding is brought against Seller based on a claim that the products manufactured by Seller in compliance with Xxxxx's specifications and supplied to Buyer directly infringe any duly issued patent, then the patent indemnity obligations herein stated with respect to Seller shall reciprocally apply with respect to Buyer. The foregoing states the sole and exclusive liability of the parties hereto for patent infringement and is in lieu of all warranties, express, implied, or statutory, in regard thereto. No license or right is granted by Seller to the Buyer under any patent, patent application, trademark, copyright, software or trade secret. Any such grant shall be made in a separate written agreementTHE FOREGOING STATES THE ENTIRE LIABILITY OF MANUFACTURER WITH RESPECT TO INFRINGEMENT OF PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE PRODUCT OR BY ITS USE.