Common use of Infringement of Intellectual Property Rights Clause in Contracts

Infringement of Intellectual Property Rights. Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

Infringement of Intellectual Property Rights. Seller (or its supplier) The Supplier shall fully indemnify and hold Purchaser the Customer harmless against all actions, claims, demands, proceedings, costs, charges and expenses (including legal fees on an award indemnity basis) arising from or incurred by reason of any infringement or alleged infringement of any letters patent, designs registered or unregistered, copyright, trade mark, trade name or other Intellectual Property Rights including any wrongful use of confidential information by the use or possession of the Equipment or any part thereof provided by the Supplier or licensed by the Supplier to the Customer under the Agreement subject to: the Customer promptly notifying the Supplier of any alleged infringement and, subject to sub-clause 15.1.3 below, allowing the Supplier at their own expense to conduct all negotiations for settlement or litigation; the Customer making no admission without the Supplier’s written consent unless and until the Supplier shall have failed to take over the conduct of the negotiations or litigation; the conduct by the Supplier of such negotiations or litigation shall be conditional upon the Supplier having given the Customer such reasonable security as the Customer may require for the compensation, damages, costs and expenses for which the Customer may become liable. The Customer at the Supplier’s expense shall give the Supplier all available assistance. If the Equipment or any part thereof becomes, or in the Supplier’s reasonable opinion is likely to become, subject to any such action for infringement then, in addition to the indemnity under sub-clause 15.1.1 above, the Supplier shall at its own expense negotiate to obtain the right for the Customer to continue to use the infringing items, if necessary by replacing, remove or modifying them, but without reducing their quality or ability to meet the Customer’s requirements as specified by the Agreement. The Supplier shall indemnify the Customer against all losses, costs, damages and costs against Purchaser by a final judgment of a court of last resort in expenses whatsoever during the country in which period that the Equipment Customer is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale deprived of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the EquipmentEquipment by reason of such negotiations, replacements or modifications the outcome of which will be confirmed by the issue of a Change Request which shall not entitle the Supplier to any component thereof, Seller shall, at its option addition to the Charges or any extension of the Order lead time. The Supplier shall not be liable under sub-clause 15.1.1 and expense, either (i) procure 15.1.2 above for Purchaser any such infringement or alleged infringement which arises as a result of the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase including in the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement items supplied by the Customer or claim thereof is based upon or arises from (i) the any use of any the Equipment in combination with an apparatus for a purpose or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplateddifferent to that specified in, or (iii) any modification of any Equipment by Purchaserreasonably to be inferred from, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringingAgreement.