Common use of INDEMNIFICATION BY RIVERSTONE Clause in Contracts

INDEMNIFICATION BY RIVERSTONE. Riverstone shall defend, at Riverstone's expense, any claim brought against Tellabs, its Resellers or End Users (a "Claim Defendant") alleging that any Riverstone Product acquired or licensed under this Agreement (or the underlying technology) infringes a patent, copyright, trade secret, mask work right or any other intellectual property right (hereinafter a "Claim"). Riverstone shall pay all costs and damages awarded or agreed to in settlement, provided that the Claim Defendant gave Riverstone prompt written notice of the Claim, reasonable assistance and sole authority to defend or settle the Claim. Riverstone shall obtain for the Claim Defendant, the right to continue using the Product, or replace or modify the Product so it becomes non-infringing. If the remedies set forth in the preceding sentence are not reasonably available, Riverstone shall grant Tellabs a credit for the Product normally depreciated and have Tellabs return the Product to Riverstone. Riverstone shall not have any liability if the alleged infringement is based upon the use, license or sale of the Product in combination with other products, including software not furnished by Riverstone if the use, license or sale of the Product alone would not have constituted an infringement. This is Riverstone's entire liability and Tellabs exclusive remedy for intellectual property Claims.