Common use of Patents and Copyrights Clause in Contracts

Patents and Copyrights. Company warrants that it owns the Equipment, Software, and Documentation and that it has the rights in the Equipment, Software and Documentation granted hereby. Company further warrants that the Equipment, Software and Documentation shall be delivered free of any rightful claim of any third party for infringement of any United States patent, copyright, trade secret, or other intellectual property right. Company shall indemnify and hold harmless Buyer and its subsidiaries or affiliates under its control, and their trustees, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related to any claim that Buyer’s use or possession of the Equipment, Software or Documentation pursuant to and for the purposes set forth in this Agreement, or the license granted hereunder, infringes or violates any United States patent, copyright, trade secret, or other proprietary right of any third party. Company shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Buyer gives Company notice of any such claim of which it learns. No such settlement which prevents Buyer from continuing to use the Equipment and Software as provided herein shall be made without the Buyer’s prior written consent. In all events, Buyer shall, at its own cost and expense, have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing. In case the Equipment, Software or Documentation, or any part thereof, are held to constitute such an infringement and the use for the purpose intended of said Equipment or Software is enjoined, then Company shall, at Buyer’s option, and at Company’s expense, either procure for Buyer the right to continue using same, or replace same with a non-infringing Equipment, or modify same so it becomes non-infringing, or remove the Equipment and refund the total purchase price for the Equipment.

Patents and Copyrights. Company warrants that it owns the Equipment, Software, and Documentation and that it has the rights in the Equipment, Software and Documentation granted hereby. Company further warrants that the Equipment, Software and Documentation shall be delivered free of any rightful claim of any third party for infringement of any United States patent, copyright, trade secret, or other intellectual property right. Company shall indemnify and hold harmless Buyer and its subsidiaries or affiliates under its control, and their trustees, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related to any claim that BuyerXxxxx’s use or possession of the Equipment, Software or Documentation pursuant to and for the purposes set forth in this Agreement, or the license granted hereunder, infringes or violates any United States patent, copyright, trade secret, or other proprietary right of any third party. Company shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Buyer Xxxxx gives Company notice of any such claim of which it learns. No such settlement which prevents Buyer from continuing to use the Equipment and Software as provided herein shall be made without the Buyer’s prior written consent. In all events, Buyer shall, at its own cost and expense, have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing. In case the Equipment, Software or Documentation, or any part thereof, are held to constitute such an infringement and the use for the purpose intended of said Equipment or Software is enjoined, then Company shall, at Buyer’s option, and at Company’s expense, either procure for Buyer the right to continue using same, or replace same with a non-infringing Equipment, or modify same so it becomes non-infringing, or remove the Equipment and refund the total purchase price for the Equipment.

Patents and Copyrights. Company warrants that it owns the Equipment, Software, and Documentation and that it has the rights in the Equipment, Software and Documentation granted hereby. Company further warrants that the Equipment, Software and Documentation shall be delivered free of any rightful claim of any third party for infringement of any United States patent, copyright, trade secret, or other intellectual property right. Company shall indemnify and hold harmless Buyer and its subsidiaries or affiliates under its control, and their trustees, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related to any claim that Buyer’s use or possession of the Equipment, Software or Documentation pursuant to and for the purposes set forth in this Agreement, or the license granted hereunder, infringes or violates any United States patent, copyright, trade secret, or other proprietary right of any third party. Company shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Buyer Xxxxx gives Company notice of any such claim of which it learns. No such settlement which prevents Buyer from continuing to use the Equipment and Software as provided herein shall be made without the Buyer’s prior written consent. In all events, Buyer shall, at its own cost and expense, have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing. In case the Equipment, Software or Documentation, or any part thereof, are held to constitute such an infringement and the use for the purpose intended of said Equipment or Software is enjoined, then Company shall, at Buyer’s option, and at Company’s expense, either procure for Buyer the right to continue using same, or replace same with a non-infringing Equipment, or modify same so it becomes non-infringing, or remove the Equipment and refund the total purchase price for the Equipment.

Patents and Copyrights. Company Seller warrants that it owns the Equipment, Software, and Documentation and that it has the rights in the Equipment, Software and Documentation granted hereby. Company Seller further warrants that the Equipment, Software and Documentation shall be delivered free of any rightful claim of any third party for infringement of any United States patent, copyright, trade secret, or other intellectual property right. Company Seller shall indemnify and hold harmless Buyer and its subsidiaries or affiliates under its control, and their trustees, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related to any claim that Buyer’s use or possession of the Equipment, Software or Documentation pursuant to and for the purposes set forth in this Agreement, or the license granted hereunder, infringes or violates any United States patent, copyright, or trade secret, or other proprietary right secret of any third party. Company Seller shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Buyer Xxxxx gives Company Seller notice of any such claim of which it learns. No such settlement which prevents Buyer from continuing to use the Equipment and Software as provided herein shall be made without the Buyer’s prior written consent. In all events, Buyer shall, at its own cost and expense, have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing. In case the Equipment, Software or Documentation, or any part thereof, are held to constitute such an infringement and the use for the purpose intended of said Equipment or Software is enjoined, then Company Seller shall, at Buyer’s option, and at CompanySeller’s expense, either procure for Buyer the right to continue using same, or replace same with a non-infringing Equipment, or modify same so it becomes non-infringing, or remove the Equipment and refund the total purchase price for the Equipment.

Patents and Copyrights. Company warrants that it owns the Equipment, Software, and Documentation and that it has the rights in the Equipment, Software and Documentation granted hereby. Company further warrants that the Equipment, Software and Documentation shall be delivered free of any rightful claim of any third party for infringement of any United States patent, copyright, trade secret, or other intellectual property right. Company shall indemnify and hold harmless Buyer and its subsidiaries or affiliates under its control, and their trustees, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related to any claim that Buyer’s use or possession of the Equipment, Software or Documentation pursuant to and for the purposes set forth in this Agreement, or the license granted hereunder, infringes or violates any United States patent, copyright, trade secret, or other proprietary right of any third party. Company shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Buyer gives Company notice of any such claim of which it learns. No such settlement which prevents Buyer from continuing to use the Equipment and Software as provided herein shall be made without the Buyer’s prior written consent. In all events, Buyer shall, at its own cost and expense, have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing. In case the Equipment, Software or Documentation, or any part thereof, are held to constitute such an infringement and the use for the purpose intended of said Equipment or Software is enjoined, then Company shall, at Buyer’s option, and at Company’s expense, either procure for Buyer the right to continue using same, or replace same with a non-infringing Equipment, or modify same so it becomes non-infringing, or remove the Equipment and refund the total purchase price for the Equipment.