Common use of PATENT AND COPYRIGHT INFRINGEMENT Clause in Contracts

PATENT AND COPYRIGHT INFRINGEMENT. 15.1.1 Vendor shall indemnify, defend and hold harmless the Owner, its members, officers, directors, employees and agents (“Owner Indemnified Parties”) against any action or proceeding based on any claim, whether actual or alleged, that (i) the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing, (ii) the operation or use of the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing, or (iii) the operation or use of the Leased Tools under the CPSFA during the Agreement Term as such term is defined in the CPSFA constitutes infringement of any United States or foreign registered patent or copyright, now or hereafter issued, or any other intellectual property right held by such claimant. Owner shall give prompt written notice to Vendor of any such action or proceeding and will reasonably provide information and assistance in the defense of same. Vendor shall indemnify and hold harmless Owner Indemnified Parties from and against all damages and costs, including reasonable attorneys’ fees (but as to attorney’s fees only after a claim has been formally made by a third party and Vendor has received written notice thereof) and expenses incurred by Owner and reasonable attorneys’ fees and expenses awarded against Owner or Vendor in any such action or proceeding. Vendor agrees to keep Owner informed of all developments in the defense of such actions.