Common use of PATENT PROTECTION Clause in Contracts

PATENT PROTECTION. Supplier shall defend and hold harmless IES, its subsidiaries and affiliates, and their respective customers, from all expenses, liabilities and losses of any kind (including attorneys’ fees), growing out of claims, suits or proceedings alleging any patent, trademark, or copyright infringement arising from the manufacture, sale or use of any Goods ordered or Services provided hereunder. Supplier shall promptly assume the defense of any such claim, suit or proceeding and shall pay all costs, damages, royalties or profits which may be decreed or awarded against IES, its subsidiaries, affiliates, agents or customers in connection therewith. Supplier shall, at its own cost and expense, either procure for IES the right to continue using the Goods or Services or any part thereof, or modify the Goods or Services so that they become non-infringing, provided that such modified Goods or Services shall conform in every respect to the applicable specifications and terms and conditions of this Purchase Order. If neither of these alternatives is possible, then Supplier shall promptly refund to IES the purchase price paid for such Goods or Services. Supplier shall further indemnify and hold harmless IES, its subsidiaries and affiliates, and their respective officers, directors, employees, agents and customers, from all other claims, demands, liabilities, costs and expenses (including attorneys’ fees) arising from any actual or alleged

PATENT PROTECTION. Supplier shall defend and hold harmless IES, its subsidiaries and affiliates, and their respective customers, from all expenses, liabilities and losses of any kind (including attorneys’ fees), growing out of claims, suits or proceedings alleging any patent, trademark, or copyright infringement arising from the manufacture, sale or use of any Goods ordered or Services provided hereunder. Supplier shall promptly assume the defense of any such claim, suit or proceeding and shall pay all costs, damages, royalties or profits which may be decreed or awarded against IES, its subsidiaries, affiliates, agents or customers in connection therewith. Supplier shall, at its own cost and expense, either procure for IES the right to continue using the Goods or Services or any part thereof, or modify the Goods or Services so that they become non-infringing, provided that such modified Goods or Services shall conform in every respect to the applicable specifications and terms and conditions of this Purchase Order. If neither of these alternatives is possible, then Supplier shall promptly refund to IES the purchase price paid for such Goods or Services. Supplier shall further indemnify and hold harmless IES, its subsidiaries and affiliates, and their respective officers, directors, employees, agents and customers, from all other claims, demands, liabilities, costs and expenses (including attorneys’ fees) arising from any actual or allegedalleged (i) defect in the Goods or Services provided by Supplier hereunder, (ii) failure of the Goods or Services to comply with all specifications or with the express or implied warranties of Supplier, or (iii) Supplier’s violation of any statute, ordinance, rule or regulation in the manufacture, sale, delivery or completion of the Goods or the provision of the Services. The indemnification and hold harmless obligations of this paragraph shall survive completion, expiration or termination of this Purchase Order.