Common use of Intellectual Property Rights of Third Parties Clause in Contracts

Intellectual Property Rights of Third Parties. 28.1 The Supplier represents and warrants that the use of the Product and/or the know-how that it has developed during the performance of the Agreement does not infringe the intellectual property rights or other third-party rights and that the Supplier owns or has a license for the intellectual property rights required for the performance of the services and its other obligations under this PO. 28.2 Supplier shall indemnify and hold harmless the Purchaser and Purchaser's customer against all claims, expense, demands, suits, loss and liability (including attorney's fees) for any actual or alleged infringement of any patent, trademark, copyright, or trade secret arising from or related to the use, sale, manufacture or disposal of the Product or any part thereof. Upon receipt of notice of any claim or suit alleging such infringement, Supplier agrees to defend the Purchaser and Purchaser's customer at Supplier's expense. During the pendency of any such claim or suit, and (where necessary) upon settlement thereof, Supplier shall, at Supplier's expense, and subject to the prior written approval of the Purchaser either (i) substitute fully equivalent, non-infringing goods, or (ii) modify the goods so that same no longer infringe but remain equivalent, or (iii) obtain for Purchaser and/or Purchaser's customer the right to continue to use the Product in accordance with the terms of the Agreement.