Common use of Liability for Bodily Injury Clause in Contracts

Liability for Bodily Injury. PROPERTY DAMAGE AND PATENT INFRINGEMENT -------------------------------------------------------------------- 10.1 A party hereto shall defend the other party against any suit, claim, or proceeding brought against the other party for direct damages due to bodily injuries (including death) or damage to tangible property that allegedly result from the gross negligence or willful misconduct of the defending party in the performance of this Agreement. The defending party shall pay all litigation costs, reasonable attorney's fees, settlement payments and such direct damages awarded or resulting from any such suit, claim or proceeding. 10.2 Nortel shall defend Buyer against any suit, claim or proceeding brought against Buyer alleging that any Products, excluding Vendor Items, furnished hereunder infringe any United States patent. Nortel shall pay all litigation costs, reasonable attorney's fees, ---------------------- /***/ Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. NORTEL PROPRIETARY INFORMATION AGREEMENT NO. TCC9701N PAGE 10 OF 18 settlement payments and any damages awarded or resulting from any such suit, claim or proceeding. With respect to Vendor Items, Nortel shall assign any rights with respect to infringement of U.S. patents granted to Nortel by the supplier of such Vendor Items to the extent of Nortel's right to do so. 10.3 The party entitled to defense pursuant to Section 10.1 or 10.2 shall promptly advise the party required to provide such defense of the applicable suit, claim, or proceeding and shall cooperate with such party in the defense or settlement thereof. The party required to provide such defense shall have sole control of the defense of the applicable suit, claim, or proceeding and of all negotiations for its settlement or compromise. Notwithstanding anything to the contrary contained elsewhere in this Section 10.3, the party required to provide such defense shall not enter into any form of settlement agreement that materially deprives the party entitled to defense of its indemnification rights under this Section without first consulting with the party entitled to defense and reaching mutual agreement on the terms and conditions of such settlement agreement negatively affecting such indemnification rights. 10.4 Upon providing the Customer with notice of a potential or actual infringement claim, Nortel may (or in the case of an injunction, shall), at Nortel's option, either procure a right to use, replace or modify, or require the return of the affected Product for a refund of its depreciation cost. 10.5 The obligations of Nortel hereunder with respect to any suit, claim, or proceeding described in Section 10.2 shall not apply with respect to Products that are (a)manufactured or supplied by Nortel in accordance with any design or any special instruction furnished by Buyer, (b)used by Buyer in a manner or for a purpose not contemplated by this Agreement, (c)located by Buyer outside the United States, or (d)used by Buyer in combination with other products not provided by Nortel, including, without limitation, any software developed solely by Buyer through the permitted use of Products furnished hereunder, provided the infringement arises from such combination or the use thereof. Buyer shall indemnify and hold Nortel harmless against any loss, cost, expense, damage, settlement or other liability, including, but not limited to, attorneys' fees, that may be incurred by Nortel with respect to any suit, claim, or proceeding described in this Section 10.5. 10.6 The provisions of Sections 10.2 through 10.5 state the entire liability of Nortel and its suppliers and the exclusive remedy of Buyer with respect to any suits, claims, or proceedings of the nature described in Section 10.

Liability for Bodily Injury. PROPERTY DAMAGE AND PATENT INFRINGEMENT -------------------------------------------------------------------- 10.1 A party hereto shall defend the other party against any suit, claim, or proceeding brought against the other party for direct damages due to bodily injuries (including death) or damage to tangible property that allegedly result from the gross negligence or willful misconduct of the defending party in the performance of this Agreement. The defending party shall pay all litigation costs, reasonable attorney's fees, settlement payments and such direct damages awarded or resulting from any such suit, claim or proceeding. 10.2 Nortel shall defend Buyer against any suit, claim or proceeding brought against Buyer alleging that any Products, excluding Vendor Items, furnished hereunder infringe any United States patent. Nortel shall pay all litigation costs, reasonable attorney's fees, ---------------------- /***/ ______________________ *** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. NORTEL PROPRIETARY INFORMATION AGREEMENT NO. TCC9701N PAGE 10 OF 18 settlement payments and any damages awarded or resulting from any such suit, claim or proceeding. With respect to Vendor Items, Nortel shall assign any rights with respect to infringement of U.S. patents granted to Nortel by the supplier of such Vendor Items to the extent of Nortel's right to do so. 10.3 The party entitled to defense pursuant to Section 10.1 or 10.2 shall promptly advise the party required to provide such defense of the applicable suit, claim, or proceeding and shall cooperate with such party in the defense or settlement thereof. The party required to provide such defense shall have sole control of the defense of the applicable suit, claim, or proceeding and of all negotiations for its settlement or compromise. Notwithstanding anything to the contrary contained elsewhere in this Section 10.3, the party required to provide such defense shall not enter into any form of settlement agreement that materially deprives the party entitled to defense of its indemnification rights under this Section without first consulting with the party entitled to defense and reaching mutual agreement on the terms and conditions of such settlement agreement negatively affecting such indemnification rights. 10.4 Upon providing the Customer with notice of a potential or actual infringement claim, Nortel may (or in the case of an injunction, shall), at Nortel's option, either procure a right to use, replace or modify, or require the return of the affected Product for a refund of its depreciation cost. 10.5 The obligations of Nortel hereunder with respect to any suit, claim, or proceeding described in Section 10.2 shall not apply with respect to Products that are (a)manufactured or supplied by Nortel in accordance with any design or any special instruction furnished by Buyer, (b)used by Buyer in a manner or for a purpose not contemplated by this Agreement, (c)located by Buyer outside the United States, or (d)used by Buyer in combination with other products not provided by Nortel, including, without limitation, any software developed solely by Buyer through the permitted use of Products furnished hereunder, provided the infringement arises from such combination or the use thereof. Buyer shall indemnify and hold Nortel harmless against any loss, cost, expense, damage, settlement or other liability, including, but not limited to, attorneys' fees, that may be incurred by Nortel with respect to any suit, claim, or proceeding described in this Section 10.5. 10.6 The provisions of Sections 10.2 through 10.5 state the entire liability of Nortel and its suppliers and the exclusive remedy of Buyer with respect to any suits, claims, or proceedings of the nature described in Section 10.