Common use of Third Party Intellectual Property Rights Clause in Contracts

Third Party Intellectual Property Rights. The Licensor warrants that the licensing or use of the Software Product in accordance with the XXXX shall not infringe any Intellectual Property Rights of third parties. The Licensor shall indemnify and hold harmless the Licensee against any loss or damage (including reasonable attorneys’ fees and other costs of defending an action) arising from breach of this warranty provided that the Licensee (i) promptly notifies the Licensor in writing of the claim, (ii) allows the Licensor full control of the defence and any related settlement negotiations, (iii) fully cooperates with the Licensor in the defence, (iv) the Licensor shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other software that is provided by or on behalf of the Licensee and (v) the Licensee shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of the Licensor. In the event the Software Product is held to be infringing and the use of the same is enjoined, the Licensor shall, at its own expense and sole discretion, either procure the right to continue using the Software Product, replace the Software Product with non-infringing equivalent, or modify the Software Product to eliminate such infringement. The Licensee shall have the right to select its own counsel to participate in any law suit or negotiations at the Licensee’s expense. All other rights and remedies of the Licensee are excluded.

Third Party Intellectual Property Rights. The Licensor warrants MWS Equipment shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the licensing or use of the Software Product Goods by Purchaser in accordance with the XXXX shall not infringe Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third parties. The Licensor shall indemnify and hold harmless the Licensee against any loss or damage (including reasonable attorneys’ fees and other costs of defending an action) arising from breach of this warranty party, provided that the Licensee Purchaser (i) promptly notifies the Licensor MWS Equipment in writing of the claim, (ii) allows the Licensor MWS Equipment full control of the defence and any related settlement negotiations, (iii) fully cooperates with the Licensor MWS Equipment in the defence, (iv) the Licensor MWS Equipment shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other software equipment that is provided by or on behalf of the Licensee Purchaser, and (v) the Licensee Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of the LicensorMWS Equipment. In the event the Software Product is Goods are held to be infringing and the use of the same is enjoined, the Licensor MWS Equipment shall, at its own expense and sole discretion, either procure the right to continue using the Software ProductGoods, replace the Software Product Goods with non-infringing equivalentequivalents, or modify the Software Product Goods to eliminate such infringement. The Licensee Purchaser shall have the right to select its own counsel to participate in any law suit proceedings or negotiations at the LicenseePurchaser’s expense. All other rights and remedies of the Licensee Purchaser for an infringement of Intellectual Property Rights are excluded.

Third Party Intellectual Property Rights. The Licensor warrants Metso shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the licensing or receipt of the Services and/or use of the Software Product Deliverables by Purchaser in accordance with the XXXX shall not infringe Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third parties. The Licensor shall indemnify and hold harmless the Licensee against any loss or damage (including reasonable attorneys’ fees and other costs of defending an action) arising from breach of this warranty party, provided that the Licensee Purchaser (i) promptly notifies the Licensor Metso in writing of the claim, (ii) allows the Licensor Metso full control of the defence and any related settlement negotiations, (iii) fully cooperates with the Licensor Metso in the defence, (iv) the Licensor Metso shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other software equipment that is provided by or on behalf of the Licensee Purchaser, and (v) the Licensee Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of the LicensorMetso. In the event the Software Product is Services or Deliverables are held to be infringing and the use of the same is enjoined, the Licensor Metso shall, at its own expense and sole discretion, either procure the right to continue using the Software ProductServices and Deliverables, replace the Software Product Services and Deliverables with non-infringing equivalentequivalents, or modify the Software Product Services and Deliverables to eliminate such infringement. The Licensee Purchaser shall have the right to select its own counsel to participate in any law suit proceedings or negotiations at the LicenseePurchaser’s expense. All other rights and remedies of the Licensee Purchaser for an infringement of Intellectual Property Rights are excluded.