Common use of INDEMNIFICATION BY SOLUTION PROVIDER Clause in Contracts

INDEMNIFICATION BY SOLUTION PROVIDER. Solution Provider will defend DS from and against any and all claims that any AP infringes (a) any copyright of a country signatory of the Bern Convention or (b) any European, United States of America or Canadian patent, provided that the allegedly infringed patent is registered as of the date of the AP's delivery to DS. This commitment is conditioned upon DS (i) providing Solution Provider with immediate written notice of the claim; (ii) giving Solution Provider sole control of the defense to the claim including settlement negotiations if any; and (iii) providing at its costs reasonable cooperation in the defense against the claim. Under this commitment, CATIA V5 GALAXY PROGRAM SOLUTION PROVIDER AGREEMENT Solution Provider will indemnify and hold DS harmless from and against the payment of (i) any damages awarded by any competent court by way of a final decision, (ii) any settlement indemnity agreed upon by DS with Solution Provider's prior written approval and according to Solution Provider's express written instructions and (iii) reasonable attorneys fees if any, to the exclusion of any other payment whatsoever. If operation of an AP becomes, or in Solution Provider's reasonable opinion, is likely to become the subject of an infringement claim, DS shall permit Solution Provider, at Solution Provider's option and expense, either to secure for DS the right to continue using the AP or to modify it, or to replace it with another computer program which is functionally equivalent. If neither of the foregoing options is available on terms which are reasonable, DS shall destroy or return said AP, and all copies thereof, to Solution Provider within one (1) month from Solution Provider's written request. Solution Provider shall have no obligation with respect to any claim based upon any modification of the AP by anyone other than Solution Provider, or arising from use of the AP in combination with items, data or programs not supplied by Solution Provider, or use of any release of AP other than the most recent release made available by Solution Provider.

INDEMNIFICATION BY SOLUTION PROVIDER. Solution Provider will defend DS from and against any and all claims that any AP infringes (a) any copyright of a country signatory of the Bern Convention or (b) any European, United States of America or Canadian patent, provided that the allegedly infringed patent is registered as of the date of the AP's delivery to DS. This commitment is conditioned upon DS (i) providing Solution Provider with immediate written notice of the claim; (ii) giving Solution Provider sole control of the defense to the claim including settlement negotiations if any; and (iii) providing at its costs reasonable cooperation in the defense against the claim. Under this commitment, CATIA V5 GALAXY PROGRAM SOLUTION PROVIDER AGREEMENT Solution Provider will indemnify and hold DS harmless from and against the payment of (i) any damages awarded by any competent court by way of a final decision, (ii) any settlement indemnity agreed upon by DS with Solution Provider's prior written approval and according to Solution Provider's express written instructions and (iii) reasonable attorneys fees if any, to the exclusion of any other payment whatsoever. If operation of an AP becomes, or in Solution Provider's reasonable opinion, is likely to become the subject of an infringement claim, DS shall permit Solution Provider, at Solution Provider's option and expense, either to secure for DS the right to continue using the AP or to modify it, or to replace it with another computer program which is functionally equivalent. If neither of the foregoing options is available on terms which are reasonable, DS shall destroy or return said AP, and all copies thereof, to Solution Provider within one (1) month from Solution Provider's written request. Solution Provider shall have no obligation with respect to any claim based upon any modification of the AP by anyone other than Solution Provider, or arising from use of the AP in combination with items, data or programs not supplied by Solution Provider, or use of any release of AP other than the most recent release made available by Solution Provider.