Common use of Intellectual Property Rights and Indemnification Clause in Contracts

Intellectual Property Rights and Indemnification. Supplier shall own or have all rights and licenses under all U.S. and foreign copyrights and patents applicable to the Products, and Supplier grants IBM all rights and licenses necessary for IBM and its subsidiaries to exercise its rights under this Agreement. Supplier agrees to defend, hold harmless, and indemnify IBM from and against any claim that the Product infringes any intellectual property rights or any claim arising from the failure of Supplier to comply with its representations or warranties under this Agreement. If such a claim of infringement is made, the Supplier shall obtain for IBM the right to continue to use and market the Product or replace it with noninfringing product.