Common use of Infringement and Indemnification Clause in Contracts

Infringement and Indemnification. Purchaser agrees to indemnify and undertakes to hold Tayco harmless from and against all direct, punitive, indirect, incidental, special exemplary or aggravated damages (including without limitation, Tayco reasonable attorneys and other professional fees and costs of litigation), directly or indirectly, arising out or resulting from any suits, proceedings, claims, demands, investigations or actions of any nature or kind whatsoever (including those for personal injury or death) asserted by other persons or entities against Tayco as a result of: (a) the actions or inaction of Purchaser; (b) the negligence, misconduct or violation of any applicable law by Purchaser; (c) the use, misuse or application of the Product by anyone including the use of the Product in a manner and for purposes for which the Product was not intended; (d) any actual or alleged infringement or misappropriation of any intellectual property right, domestic or foreign, that may arise from the making, using or selling of any part or product or the use of any process by Purchaser; and (e) inaccuracies in information disclosed to Tayco from Purchaser. ▇▇▇▇▇ agrees to indemnify and hold harmless the Purchaser from and against all direct, punitive, indirect, incidental, special exemplary or aggravated damages (including without limitation, Purchaser’s reasonable attorneys and other professional fees and costs of litigation), directly or indirectly, arising out or resulting from any suits, proceedings, claims, demands, investigations or actions of any nature or kind whatsoever (including those for personal injury or death) asserted by other persons against Tayco as a result of any infringement or misappropriation of any intellectual property right, domestic or foreign, arising from Purchaser’s use of the Product as determined by a court of competent jurisdiction in a final non-appealable decision. Tayco’s indemnity shall not apply if the Product was developed by a person or entity other than Tayco, it is modified in any way by Purchaser or any other party or it is used in a manner other than that intended by Tayco. If a claim against Tayco results in any injunction or any other order that would prevent Tayco from supplying Product or if the result of such a claim would, in the reasonable opinion of Tayco, otherwise cause Tayco to be unable to supply such Product, Tayco shall have the right, at its option, if it so chooses, to: (a) secure an appropriate license to permit Tayco to continue supplying such Product to Purchaser; (b) modify the such Product so that it becomes non-infringing, provided that any modification does not cause any material change to the operation or performance of Product; and/or (c) replace the Product with a non-infringing but practically equivalent product. ▇▇▇.▇▇▇▇▇.▇▇▇ 5 0224 TERMS AND CONDITIONS prevent Tayco from supplying Product or if the result of such a claim would, in the reasonable opinion of Tayco, otherwise cause Tayco to be unable to supply such Product, Tayco shall have the right, at its option, if it so chooses, to: (a) secure an appropriate license to permit Tayco to continue supplying such Product to Purchaser;

Infringement and Indemnification. Purchaser agrees to Supplier shall defend, indemnify and undertakes to hold Tayco harmless Verizon, its parents, subsidiaries and Affiliates, and its and their respective directors, officers, members, partners, employees, agents, successors and assigns (“Indemnified Parties”) from and against all direct, punitive, indirect, incidental, special exemplary or aggravated damages (including without limitation, Tayco reasonable attorneys and other professional fees and costs of litigation), directly or indirectly, arising out or resulting from any suits, proceedings, claims, demands, investigations lawsuits, damages, liabilities, loss, costs or actions expenses (including, but not limited to, reasonable fees and disbursements of any nature or counsel and court costs), judgments, settlements and penalties of every kind whatsoever (including those for personal injury or death) asserted by other persons or entities against Tayco as a result of“Claims”), that may be made: (a) by anyone for injuries (including death) to persons or damage to property, including theft, resulting in whole or in part from the actions acts or inaction omissions of PurchaserSupplier or those persons furnished by Supplier, including its subcontractors (if any); (b) the negligence, misconduct by persons furnished by Supplier and its subcontractors (if any) under Worker’s Compensation or violation of similar acts or seeking any applicable law by PurchaserVerizon employee benefit or entitlement; (c) the use, misuse or application of the Product by anyone in connection with or based upon Services (including products furnished hereunder) provided by Supplier and its subcontractors, if any, or contemplated by this Agreement, including Claims regarding the use adequacy of the Product in a manner and for purposes for which the Product was not intendedany disclosures, instructions or warnings related to any such Services; (d) under any Laws or otherwise arising out of or in connection with the performance by Supplier contemplated by this Agreement or any information obtained in connection with such performance; (e) arising out of any failure by Supplier (or its Subprocessors, employees or agents) to comply with any of its data protection obligations under Section 10, including a Security Breach; and (f) arising from or relating to any actual or alleged infringement or misappropriation of any intellectual property rightpatent, domestic trademark, copyright, trade secret or foreign, that may arise from the making, using any actual or selling alleged violation of any part other Intellectual Property Right or product proprietary rights arising from or in connection with the Services performed (including related products furnished hereunder) under this Agreement or their use. The foregoing indemnification shall apply whether Supplier or an Indemnified Party defends such Claim and whether the Claim arises or is alleged to arise out of the sole acts or omissions of the Supplier (and/or any subcontractor of Supplier) or out of the concurrent acts or omissions of Supplier (and/or any subcontractor of Supplier) and any Indemnified Parties. Supplier further agrees to bind its subcontractors, if any, to similarly indemnify, hold harmless, and defend the Indemnified Parties. The obligation to indemnify the Indemnified Parties in subsection 21.1(f) shall not apply to the extent a Claim arises out of or relates to: (1) the use of any process the Services by PurchaserVerizon in combination with technology that is not a natural or expected combination and the Claim would not have arisen without such combination by Verizon; and (e2) inaccuracies any modification or alteration of the Services other than by Supplier and the Claim is based on such unauthorized modification or alteration, 21.1 Verizon will provide Supplier with written notice of any written Claim covered by this indemnification and will cooperate appropriately with Supplier in information disclosed connection with Supplier’s evaluation of such Claim. Verizon’s failure to Tayco from Purchaserprovide timely notice will only excuse the Supplier’s indemnity obligation(s) if and to the extent Supplier is materially prejudiced by Verizon’s failure to provide prompt notice. ▇▇▇▇▇ agrees If the Indemnified Party requests Supplier to indemnify defend any Indemnified Party against any Claim, it shall promptly do so after receipt of such request. Supplier shall not settle or compromise any such Claim or consent to the entry of any judgment without the prior written consent of each Indemnified Party and hold harmless without an unconditional release of all such Claims by each claimant or plaintiff in favor of each Indemnified Party. 21.2 Without limitation of Sections 21.1 and 21.2, if sale, use or if applicable, distribution, of the Purchaser from products or Services becomes subject to a Claim pursuant to 22.1(e), Supplier shall, at Verizon’s option and against all direct, punitive, indirect, incidental, special exemplary or aggravated damages Supplier’s expense: 21.2.1 Procure for Verizon the right to use the Services (including without limitation, Purchaser’s reasonable attorneys and other professional fees and costs of litigationrelated products furnished hereunder), directly or indirectly, arising out or resulting from any suits, proceedings, claims, demands, investigations or actions of any nature or kind whatsoever ; 21.2.2 Replace the Services (including those for personal injury or deathrelated products furnished hereunder) asserted by other persons against Tayco as a result of any infringement or misappropriation of any intellectual property rightwith equivalent, domestic or foreign, arising from Purchaser’s use of the Product as determined by a court of competent jurisdiction in a final non-appealable decision. Tayco’s indemnity shall not apply if infringing products and/or Services; 21.2.3 Modify the Product was developed by a person or entity other than Tayco, it is modified in any way by Purchaser or any other party or it is used in a manner other than that intended by Tayco. If a claim against Tayco results in any injunction or any other order that would prevent Tayco from supplying Product Services (including related products furnished hereunder) so they become non-infringing; or if the result of such a claim wouldforegoing three options are commercially impracticable, 21.2.4 Remove the Services (including related products furnished hereunder) and refund the purchase price, in the reasonable opinion of Taycoincluding transportation, otherwise cause Tayco to be unable to supply such Productinstallation, Tayco shall have the right, at its option, if it so chooses, to: (a) secure an appropriate license to permit Tayco to continue supplying such Product to Purchaser; (b) modify the such Product so that it becomes non-infringing, provided that any modification does not cause any material change to the operation or performance of Product; and/or (c) replace the Product with a non-infringing but practically equivalent product. ▇▇▇removal and other incidental charges.▇▇▇▇▇.▇▇▇ 5 0224 TERMS AND CONDITIONS prevent Tayco from supplying Product or if the result of such a claim would, in the reasonable opinion of Tayco, otherwise cause Tayco to be unable to supply such Product, Tayco shall have the right, at its option, if it so chooses, to: (a) secure an appropriate license to permit Tayco to continue supplying such Product to Purchaser;