Common use of PATENT AND COPYRIGHT INFRINGEMENT Clause in Contracts

PATENT AND COPYRIGHT INFRINGEMENT. 12.3.1. IDEMIA will defend at its expense any suit brought against Customer to the extent that it is based on an Infringement Claim, and IDEMIA will indemnify Customer for those costs and damages finally awarded against Customer for an Infringement Claim. IDEMIA’s duties to defend and indemnify are conditioned upon: (i) Customer promptly notifying IDEMIA in writing of such Infringement Claim; (ii) IDEMIA having sole control of the defense of such suit and all negotiations for its settlement or compromise; (iii) Customer providing to IDEMIA cooperation and, if requested by IDEMIA, reasonable assistance in the defense of the Infringement Claim. 12.3.2. If an Infringement Claim occurs, or in IDEMIA's opinion is likely to occur, IDEMIA may at its option and expense procure for Customer the right to continue using the Equipment or IDEMIA Software, replace or modify it so that it becomes non-infringing while providing functionally equivalent performance, or grant Customer a credit for such Equipment or IDEMIA Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and IDEMIA Software. 12.3.3. IDEMIA will have no duty to defend or indemnify for any Infringement Claim that is based upon (i) the combination of the Equipment or IDEMIA Software with any software, apparatus or device not furnished by IDEMIA; (ii) the use of ancillary equipment or software not furnished by IDEMIA and that is attached to or used in connection with the Equipment or IDEMIA Software; (iii) any Equipment that is not IDEMIA’s design or formula; (iv) a modification of the IDEMIA Software by a party other than IDEMIA; or (v) the failure by Customer to install an enhancement release to the IDEMIA Software that is intended to correct the claimed infringement. The foregoing states the entire liability of IDEMIA with respect to infringement of patents and copyrights by the Equipment and IDEMIA Software or any parts thereof.

PATENT AND COPYRIGHT INFRINGEMENT. 12.3.113.2.1. IDEMIA Seller will defend at its expense any suit brought against Customer to the extent that it is based on an Infringement Claim, and IDEMIA Seller will indemnify Customer for those costs and damages finally awarded against Customer for an Infringement Claim. IDEMIASeller’s duties to defend and indemnify are conditioned upon: (i) Customer promptly notifying IDEMIA Seller in writing of such Infringement Claim; (ii) IDEMIA Seller having sole control of the defense of such suit and all negotiations for its settlement or compromise; (iii) Customer providing to IDEMIA Seller cooperation and, if requested by IDEMIASeller, reasonable assistance in the defense of the Infringement Claim. 12.3.213.2.2. If an Infringement Claim occurs, or in IDEMIASeller's opinion is likely to occur, IDEMIA Seller may at its option and expense procure for Customer the right to continue using the Equipment or IDEMIA Software, replace or modify it so that it becomes non-infringing while providing functionally equivalent performance, or grant Customer a credit for such Equipment or IDEMIA Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and IDEMIA Software. 12.3.313.2.3. IDEMIA Seller will have no duty to defend or indemnify for any Infringement Claim that is based upon (i) the combination of the Equipment or IDEMIA Software with any software, apparatus or device not furnished by IDEMIASeller; (ii) the use of ancillary equipment or software not furnished by IDEMIA Seller and that is attached to or used in connection with the Equipment or IDEMIA Software; (iii) any Equipment that is not IDEMIASeller’s design or formula; (iv) a modification of the IDEMIA Software by a party other than IDEMIASeller; or (v) the failure by Customer to install an enhancement release to the IDEMIA Software that is intended to correct the claimed infringement. The foregoing states the entire liability of IDEMIA Seller with respect to infringement of patents and copyrights by the Equipment and IDEMIA Software or any parts thereof.