Common use of Defects of Title Clause in Contracts

Defects of Title. (1) Unless otherwise expressly agreed upon, ▇▇▇▇▇▇ shall be obligated to render its Services free of third-party in- tellectual property (in the following called IP) only in the country of the place of delivery. If a third party asserts a claim against Customer based on an IP violation caused by Services rendered by ▇▇▇▇▇▇ on the basis of this Con- tract, ▇▇▇▇▇▇ shall be liable to Customer within the time period set forth in § 14 below as follows: (2) ▇▇▇▇▇▇ will, at its sole discretion and its expense, obtain a license for the Services in question, modify the Ser- vices in a manner that no IP will be violated or exchange the Services. If, under reasonable circumstances, ▇▇▇▇▇▇ will not be in a position to do so, Customer shall have the right to rescind the Contract or to reduce the compensa- tion for the Services. Customer shall not have the right to claim damages for futile expenses. (3) ▇▇▇▇▇▇’▇ obligation to payment for damages shall be based on applicable legal provisions and in accordance with § 13 below. (4) ▇▇▇▇▇▇’▇ aforementioned obligations shall be only valid if Customer (i) immediately notifies ▇▇▇▇▇▇ in writing of any claims asserted by third parties, (ii) does not acknowledge any violation and (iii) and defers any defense mechanisms and settlements negotiations to ▇▇▇▇▇▇. If Customer ceases the use of the delivery for reasons of re- duction in damages or other important reasons, Customer shall be obligated to instruct the third party that such ac- tion shall not constitute an acknowledgement of any IP right violation. (5) Customer’s shall have no rights against ▇▇▇▇▇▇ if Customer bears responsibility for the IP right violation. Cus- tomer shall also have no rights against ▇▇▇▇▇▇, if the IP right violation was caused by (i) special Customer require- ments, (ii) an application that was unforeseeable for ▇▇▇▇▇▇ or (iii) a change in delivery by the Customer, or (iv) if the delivery was used together with products not delivered by ▇▇▇▇▇▇. (6) 11 shall be applicable to this paragraph. (7) Any further claims or claims other than those of the Customer set-forth in this paragraph against ▇▇▇▇▇▇ or ▇▇▇▇▇▇’▇ vicarious agents due to a defect in title shall be expressly excluded.