Common use of Intellectual Property Infringement Indemnification Clause in Contracts

Intellectual Property Infringement Indemnification. (a) Symantec’s Intellectual Property Indemnification Obligation. To the extent any third party claim, suit, proceeding or judgment is based on a claim that the Services infringe any United States patent, copyright or trade secret (an “Infringement Claim”), Symantec shall defend and hold harmless Subscriber and its directors, officers, agents, employees, successors and assigns from such Infringement Claim, and indemnify Subscriber for damages finally awarded against Subscriber to the extent such damages are attributable to direct infringement by the Services or agreed to in settlement by Symantec, plus costs (including reasonable attorneys’ fees and expenses). In the event of any Infringement Claim, Symantec shall have the right, at its sole option, to obtain the right to continue use of the affected Service or to replace or modify the affected Service so that they may be provided by Symantec and used by Subscriber without infringement of third party United States patent, copyright or trade secret rights. If neither of the foregoing options is available to Symantec on a commercially reasonable basis, Symantec may terminate the Service immediately upon written notice to Subscriber, and within thirty (30) days after such termination Symantec shall pay a termination fee equal to the prorated portion of any Service Fees (excluding installation and any other non-recurring fees) paid in advance commensurate with the remaining portion of the Service period for which such Service Fees were assessed and paid. The foregoing indemnity shall not apply to any infringement resulting from: (i) any open source or third party components or products; (ii) any use of the Service not in accordance with the Agreement; (iii) any use of the Services in combination with other services, software or hardware not supplied by Symantec if the alleged infringement would not have occurred but for such combination; (iv) any modification of the Services not performed by Symantec if the alleged infringement would not have occurred but for such modification; or (v) use of an allegedly infringing version of the Service if the alleged infringement could be avoided by the use of a more current version of the Service made available to Subscriber. NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, THE RIGHTS AND REMEDIES SET FORTH IN THIS SECTION CONSTITUTE THE ENTIRE OBLIGATION OF SYMANTEC AND YOUR EXCLUSIVE REMEDIES WITH RESPECT TO THE SUBJECT MATTER THEREOF.

Intellectual Property Infringement Indemnification. (a) Symantec’s Intellectual Property Indemnification Obligation. To Contractor shall fully indemnify and save harmless and defend Owner, the extent any third party claimpartners in Owner, suitConstruction Lender, proceeding or judgment is based on a claim that the Services infringe any United States patentIndependent Engineer, copyright or trade secret (an “Infringement Claim”), Symantec shall defend PECO and hold harmless Subscriber and its their respective directors, officers, agents, employees, successors agents and assigns employees (the "Owner IP Indemnified Parties") from such Infringement Claim, and indemnify Subscriber for against any and all damages finally awarded against Subscriber any Owner IP Indemnified Party by a court of competent jurisdiction or arising out of a settlement made in accordance with this Article 17 to the extent that the claim is based on the infringement (or assertions of infringement) of any patent rights, copyrights or other intellectual property right, with respect to Equipment, materials, designs, techniques, processes and information supplied or used by Contractor or any Subcontractor or Lower-tier Subcontractor in performing the Work hereunder other than any such damages are attributable to direct infringement Equipment, material, designs, techniques, processes and information provided by the Services Owner IP Indemnified Parties. If, in any suit or agreed claim relating to the foregoing, a temporary restraining order or preliminary injunction is granted, Contractor shall make every reasonable effort to secure the suspension of the injunction or restraining order. If, in settlement by Symantecany such suit or claim, plus the Plant or any part, combination or process thereof, is held to constitute an infringement and its use is enjoined, Contractor shall immediately (a) pay the reasonable direct out-of-pocket costs and expenses to secure a license to use such infringing work, replace the infringing work or modify the same so that it becomes non-infringing, and (including b) make every reasonable attorneys’ fees and expenses)effort to secure for Owner a license, at no cost to Owner, authorizing continued use of the infringing work. In the event of any Infringement ClaimIf Contractor is unable to secure such license within a reasonable time, Symantec shall have the rightContractor shall, at its sole optionown expense and without impairing performance requirements, to obtain the right to continue use of either replace the affected Service work, or to replace part, combination or process thereof, with non-infringing components or parts or modify the affected Service same so that they may be provided by Symantec and used by Subscriber without infringement of third party United States patent, copyright or trade secret rights. If neither of the foregoing options is available to Symantec on a commercially reasonable basis, Symantec may terminate the Service immediately upon written notice to Subscriber, and within thirty (30) days after such termination Symantec shall pay a termination fee equal to the prorated portion of any Service Fees (excluding installation and any other become non-recurring fees) paid in advance commensurate with the remaining portion of the Service period for which such Service Fees were assessed and paid. The foregoing indemnity shall not apply to any infringement resulting from: (i) any open source or third party components or products; (ii) any use of the Service not in accordance with the Agreement; (iii) any use of the Services in combination with other services, software or hardware not supplied by Symantec if the alleged infringement would not have occurred but for such combination; (iv) any modification of the Services not performed by Symantec if the alleged infringement would not have occurred but for such modification; or (v) use of an allegedly infringing version of the Service if the alleged infringement could be avoided by the use of a more current version of the Service made available to Subscriber. NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, THE RIGHTS AND REMEDIES SET FORTH IN THIS SECTION CONSTITUTE THE ENTIRE OBLIGATION OF SYMANTEC AND YOUR EXCLUSIVE REMEDIES WITH RESPECT TO THE SUBJECT MATTER THEREOFinfringing.

Intellectual Property Infringement Indemnification. (a) Symantec’s Intellectual Property Indemnification Obligation. To the extent any third party claimSupplier hereby indemnifies, suit, proceeding or judgment is based on a claim that the Services infringe any United States patent, copyright or trade secret (an “Infringement Claim”), Symantec and shall defend and hold harmless Subscriber *** and its directors, all of ***’s subsidiaries and all officers, agentsagents and employees of *** and any Customer from and against all claims, employeessuits, successors actions, awards, judgments, settlements (including, but not limited to, awards based on intentional infringement of patents or copyrights known to Supplier), liabilities, damages, costs and assigns from attorney’s fees related to the actual or alleged infringement of any intellectual property rights as defined by ***, United States or other nation’s intellectual property laws arising out of the manufacture, sale or use of Products, technical publications or services by either Supplier, *** or any Customer. *** and/or any Customer shall duly notify Supplier of any such Infringement Claimclaim, suit or action, and indemnify Subscriber for damages finally awarded against Subscriber Supplier agrees to, at its own expense, fully defend such claim, suit or action on behalf of *** and all of ***’s subsidiaries and all officers, agents and employees of *** and/or any Customer, provided, however, that Supplier shall keep *** well-informed with respect to the extent such damages are attributable any and all actions to direct infringement be taken by the Services or agreed to in settlement by Symantec, plus costs (including reasonable attorneys’ fees and expenses). In the event of any Infringement Claim, Symantec Supplier; *** shall have the right, at its sole option, to obtain the right to continue use of the affected Service or to replace or modify the affected Service so interfere in such actions whenever *** believes that they such action may be provided by Symantec prejudice itself; and used by Subscriber without infringement of third party United States patent, copyright or trade secret rights. If neither of the foregoing options is available to Symantec on a commercially reasonable basis, Symantec may terminate the Service immediately upon written notice to Subscriber, and within thirty (30) days after such termination Symantec shall pay a termination fee equal to the prorated portion of any Service Fees (excluding installation and any other non-recurring fees) paid in advance commensurate with the remaining portion of the Service period for which such Service Fees were assessed and paid. The foregoing indemnity Supplier shall not apply settle, compromise or discharge, or admit any liability with respect to, any such claim without the prior written consent of ***. Notwithstanding the foregoing, Supplier shall have no obligation under this Agreement with regard to any infringement resulting arising from: (i) any open source Supplier’s compliance with formal specifications issued by *** where infringement could not be avoided in complying with such specifications or third party components or products; (ii) any use or sale of the Service not in accordance with the Agreement; (iii) any use of the Services Products in combination with other services, software or hardware not supplied by Symantec if the alleged items when such infringement would not have occurred but for such combination; (iv) any modification of the Services not performed by Symantec if the alleged infringement would not have occurred but for such modification; or (v) use of an allegedly infringing version of the Service if the alleged infringement could be avoided by from the use or sale of a more current version of those Products solely for the Service made available to Subscriberpurpose for which they were designed and sold by Supplier. NOTWITHSTANDING ANY OTHER PROVISION CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND THE AGREEMENT, REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE RIGHTS AND REMEDIES SET FORTH IN THIS SECTION CONSTITUTE THE ENTIRE OBLIGATION OF SYMANTEC AND YOUR EXCLUSIVE REMEDIES WITH RESPECT TO THE SUBJECT MATTER THEREOFSEC.