Common use of OEM Clause in Contracts

OEM. OEM shall defend, indemnify and hold SSI, and SSI’s officers, directors, and employees and agents harmless against any and all third party claims against SSI, including, without limitation, claims of infringement or misappropriation of intellectual property rights, arising from: (a) the OEM Products or services provided by OEM in conjunction with the OEM Products excluding the Product, or (b) OEM’s additions or changes to the Products, or use of the Products in combination with other materials not furnished by SSI or with systems, products or components not reasonably anticipated to be used with the Product or part thereof; and OEM shall pay in all such cases the costs, including reasonable attorney’s fees, finally awarded against SSI, provided that SSI: (i) timely notifies OEM of the claim, and (ii) gives OEM a copy of each communication relating to the claim, and (iii) gives OEM the authority, information, and assistance, at OEM’s expense, reasonably necessary to defend or settle the proceeding.