Common use of INDEMNITY AND INFRINGEMENT Clause in Contracts

INDEMNITY AND INFRINGEMENT. All Work performed by Supplier under this Agreement shall be performed by Supplier as an independent contractor and not as an agent of Company. All persons furnished by Supplier shall be considered solely Supplier's Employees or agents, and Supplier shall be responsible for compliance with all applicable laws, rules, and regulations relating to labor, working conditions, wages, and payment of all unemployment, social security, and other payroll taxes, including contributions when required by law. Supplier agrees to indemnify and save harmless Company, its affiliates and its customers and their officers, directors, employees, successors and assigns (all hereinafter referred to in this clause as "Company") from and against any losses, damages, claims, demands, suits, liabilities, and expenses (including reasonable attorneys' fees) that arise out of or result from: (1) injuries or death to persons or damage to property, including theft, in any way arising out of or occasioned by, caused or alleged to have been caused by or on account of the Material, or the performance of Work or Services performed by Supplier or persons furnished by Supplier; (2) assertions under Workers' Compensation or similar acts made by persons furnished by Supplier or by any subcontractor or by reason of any injuries to such persons for which Company would be responsible under Workers' Compensation or similar acts if the persons were employed by Company; (3) any failure by Supplier to perform Supplier's obligations under this Indemnity and Infringement Section; and/or (4) any infringement or claim of infringement of any patent, trademark, copyright, trade secret, or other intellectual property right of third parties based on the manufacture, repair, sale, use, importation, reproduction and/or distribution of Material furnished to Company hereunder, and/or any part, component, feature or design of such Material, except that this infringement indemnity shall not apply to the extent that such claims or infringements arise solely and directly from Company supplied parts or components, or from Supplier's required adherence to Company's written instructions or Specifications which are so specified that such adherence directly causes such claims or infringement and which instructions or Specifications require the use of Material other than (i) commercial material which is available on the open market or the same as such Material or (ii) Material of Supplier's origin, design or selection. In the case of the infringement indemnity, if Company's or its customers' manufacture, repair, use, sale, importation, reproduction and/or distribution of Material is restricted or prevented by injunction, court order or negotiated settlement on account of such infringement, Supplier shall, at its expense: (i) procure for Company and Company's customers the right to continue manufacturing, using, selling, importing, reproducing and/or distributing such Material; or (ii) replace such Material with a noninfringing product substantially complying with such Material's Specifications and satisfactory to Company; or (iii) modify such Material so it becomes noninfringing and performs in a substantially similar manner to the original Material and satisfactory to Company; or (iv) in the event of inability to reasonably perform any of the foregoing, refund to Company the purchase price for affected Material. All payments refunded

INDEMNITY AND INFRINGEMENT. All Work performed by Supplier under this Agreement shall be performed by Supplier as an independent contractor and not as an agent of Company. All persons furnished by Supplier shall be considered solely Supplier's Employees or agents, and Supplier shall be responsible for compliance with all applicable laws, rules, and regulations relating to labor, working conditions, wages, and payment of all unemployment, social security, and other payroll taxes, including contributions when required by law. Supplier agrees to indemnify and save harmless Company, its affiliates and its customers and their officers, directors, employees, successors and assigns (all hereinafter referred to in this clause as "Company") from and against any losses, damages, claims, demands, suits, liabilities, and expenses (including reasonable attorneys' attorney's fees) that arise out of or result from: (1) injuries or death to persons or damage to property, including theft, in any way arising out of or occasioned by, caused or alleged to have been caused by or on account of the Material, or the performance of or Work or Services performed by Supplier or persons furnished by Supplier; (2) assertions under Workers' Compensation or similar acts made by persons furnished by Supplier or by any subcontractor or by reason of any injuries to such persons for which Company would be responsible under Workers' Compensation or similar acts if the persons were employed by Company; (3) any failure by Supplier to perform Supplier's 13 April 15, 1999 Agreement: G-18150-E Amendment No. 1 Page 10 of 14 obligations under this Indemnity and Infringement Section; and/or (4) any infringement or claim of infringement of any patent, trademark, copyright, trade secret, or other intellectual property right of third parties based on the manufacture, repair, sale, use, importation, reproduction and/or distribution of Material furnished to Company hereunder, and/or any part, component, feature or design of such Material, except that this infringement indemnity shall not apply to the extent that such claims or infringements arise solely and directly from Company supplied parts or components, or from Supplier's required adherence to Company's written instructions or Specifications which are so specified that such adherence directly causes such claims or infringement and which instructions or Specifications require the use of Material other than (i) commercial material which is available on the open market or the same as such Material or (ii) Material of Supplier's origin, design or selection. In the case of the infringement indemnity, if Company's or its customers' manufacture, repair, use, sale, importation, reproduction and/or distribution of Material is restricted or prevented by injunction, court order or negotiated settlement on account of such infringement, Supplier shall, at its expense: (i) procure for Company and Company's customers the right to continue manufacturing, using, selling, importing, reproducing and/or distributing such Material; or (ii) replace such Material with a noninfringing non-infringing product substantially complying with such Material's Specifications and satisfactory to Company; or (iii) modify such Material so it becomes noninfringing non-infringing and performs in a substantially similar manner to the original Material and satisfactory to Company; or (iv) in the event of inability to reasonably perform any of the foregoing, refund to Company the purchase price for affected Material. All payments refundedSupplier agrees to defend Company, at Company's request, against any of the referenced claims, demands, or suits at Supplier's expense. Company agrees to notify Supplier within a reasonable time of any written claims or demands against Company for which Supplier is responsible under this Clause.