Common use of Intellectual Property Indemnity Clause in Contracts

Intellectual Property Indemnity. Xxxxxx agrees to not incorporate Seller or third party intellectual property into the work product of this Contract without the express prior written permission of Xxxxx. Seller will indemnify, defend and hold harmless Buyer and its customer from all claims, suits, actions, awards, liabilities, damages, costs and attorneys' fees related to the actual or alleged infringement of any United States or foreign intellectual property right and arising out of the Goods provided by Seller. Buyer and/or its customer will duly notify Seller of any such claim, suit or action; and Seller will, at its own expense, fully defend such claim, suit or action on behalf of indemnitees. Seller will have no obligation under this article with regard to any infringement arising from (a) Seller's compliance with formal specifications issued by Buyer where infringement could not be avoided in complying with such specifications or (b) use or sale of Goods in combination with other items when such infringement would not have occurred from the use or sale of those Goods solely for the purpose for which they were designed or sold by Seller. For purposes of this article only, the term Buyer will include the General Dynamics Corporation, all of its subsidiaries, all officers, agents, and employees of Buyer.

Intellectual Property Indemnity. Xxxxxx agrees to not incorporate Seller or third party intellectual property into the work product of this Contract without the express prior written permission of Xxxxx. Seller will shall indemnify, defend defend, and hold harmless Buyer and its customer harmless from all claims, suits, actions, awards, liabilities, damages, costs costs, and attorneys' fees related to the actual or alleged infringement of any United States or foreign intellectual property right and arising out of the Goods provided by SellerXxxxxx. Buyer and/or its customer will shall duly notify Seller of any such claim, suit suit, or action; and Seller willshall, at its own expense, fully defend such claim, suit or action on behalf of indemnitees. Seller will shall have no obligation under this article with regard to any infringement arising from (a) Seller's compliance with formal specifications issued by Buyer where infringement could not be avoided in complying with such specifications or (b) use or sale of Goods products in combination with other items when such infringement would not have occurred from the use or sale of those Goods products solely for the purpose for which they were designed or sold by Seller. For purposes of this article only, the term Buyer will shall include the General Dynamics Cubic Corporation, all of its subsidiaries, and all officers, agents, and employees of Buyer.