Common use of OMP Indemnification Clause in Contracts

OMP Indemnification. (a) OMP shall defend, indemnify and hold harmless Distributor from and against any claim of a third party to the extent arising from the negligence or willful misconduct of OMP, its employees, agents, or contractors (other than Distributor) in the performance of its obligations under this Agreement. OMP will pay resulting court costs, damages and legal fees finally awarded, provided Distributor promptly notifies OMP in writing of any such claim, OMP has sole control of the defense and all related settlement negotiations, and Distributor provides OMP with such assistance and all related information for such defense as OMP may reasonably request. (b) OMP shall defend, indemnify and hold Distributor harmless from and against any claim that the Products, OMP technical and sales literature or the OMP Marks infringe, in the Territory, a patent, trademark or copyright of a third party (a “Claim”), and pay resulting court costs, damages and legal fees incurred in connection with such Claim, provided (i) Distributor notified OMP promptly in writing of any such Claim and (ii) gives OMP sole control of the defense of the same and all negotiations for its settlement or compromise. Should any Products become, or in OMP’s opinion be likely to become, the subject of a claim of infringement, Distributor shall permit OMP, at OMP’s option and expense, to (x) procure for Distributor the right to continue using the Products, (y) replace or modify the Products to become non-infringing, or (z) if neither procurement or replacement are commercially reasonable, terminate this Agreement by giving written notice thereof to the Distributor, with no further obligation or liability to Distributor. Notwithstanding the foregoing, OMP shall have no liability for any claim of infringement to the extent based upon any modification of the Products, OMP technical and sales literature and the OMP Marks not made by OMP or its authorized representatives. THE FOREGOING STATES THE ENTIRE LIABILITY OF OMP WITH RESPECT TO INFRINGEMENT IN THE TERRITORY OF ANY PROPERTY RIGHT OF A THIRD PARTY BY THE PRODUCTS, OMP TECHNICAL AND SALES LITERATURE AND THE OMP MARKS.

OMP Indemnification. (a) OMP shall defend, indemnify and hold harmless Distributor from Triax and its officers, directors, employees, and agents against any claim of a third party claims, complaints or investigations to the extent arising from the negligence or willful misconduct of OMP, its employees, agents, or contractors (other than DistributorTriax) in the performance of its obligations under this Agreement. OMP will pay all resulting court costs, damages including, without limitation, all damages, penalties, court costs and legal attorneys’ fees finally awarded, provided Distributor Triax promptly notifies OMP in writing of any such claim, . OMP has retains sole and exclusive control of the defense and all related settlement negotiations, and Distributor provides Triax shall provide OMP with such assistance assistance, cooperation and all related information for such defense as OMP may reasonably request. (b) . OMP shall defend, indemnify and hold Distributor harmless Triax and its officers, directors, employees, and agents from and against any claim claims, complaints or investigations that the Products, OMP technical and sales literature or the OMP Marks infringe, in the Territory, marks infringe a patent, trademark or copyright of a third party (a “Claim”), and pay resulting court costs, damages and legal fees incurred in connection with such Claimactions relating to such claim, provided (i) Distributor Triax notified OMP promptly in writing of any such Claim action and any and all related claims and (ii) Triax gives OMP sole control of the defense of the same and all negotiations for its settlement or compromise. Should any Products become, or in OMP’s opinion be likely to become, the subject of a claim of infringement, Distributor Triax shall permit OMP, at OMP’s option and expense, to (xa) procure for Distributor Triax the right to continue using manufacturing the Products, (yb) replace or modify the Products to become non-infringing, or (zc) if neither procurement or replacement are commercially reasonable, terminate this Agreement by giving written notice thereof to the Distributor, immediately with no further obligation or liability to DistributorTriax. Notwithstanding the foregoing, OMP shall have no liability for any claim of infringement to the extent based upon any modification of the Products, OMP technical and sales literature and the OMP Marks marks are not made by OMP or its authorized representatives. THE FOREGOING STATES THE ENTIRE LIABILITY OF OMP WITH RESPECT TO INFRINGEMENT IN THE TERRITORY OF ANY PROPERTY RIGHT OF A THIRD PARTY BY THE PRODUCTS, OMP TECHNICAL AND SALES LITERATURE AND THE OMP MARKS. Notwithstanding the provisions of this Section 9, THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.