Common use of IPR Indemnity Clause in Contracts

IPR Indemnity. 16.1. Subject to Clauses 16.2, 16.3, 16.4, 16.5 and 20, ▇▇▇▇▇▇▇ shall indemnify the Purchaser against any claim made against the Purchaser by a third party to the extent that such claim alleges that the Purchaser’s use of the Goods, Digital Services, or Services (excluding, in each case, any third party products or components) in accordance with the Contract infringes any Intellectual Property Rights belonging to that third party (the “Sandvik Indemnity”).‌ 16.2. The Sandvik Indemnity: (a) applies only to loss or damage that is: (i) awarded to the third party and against the Purchaser by a court or other body having competent jurisdiction over the indemnified claim; or (ii) agreed by ▇▇▇▇▇▇▇ to be paid to the third party in settlement of the indemnified claim; (b) is subject to: (i) the Purchaser giving Sandvik prompt notice of the indemnified claim (and in any event ensuring that notice is given within five (5) Days of the Purchaser becoming aware of, or being notified of, the indemnified claim); (ii) the Purchaser providing reasonable co- operation to Sandvik in the defence and settlement of the indemnified claim; (iii) the Purchaser taking all reasonable and timely action necessary to mitigate all loss, damage, costs, and expenses incurred by the Purchaser as a result of the indemnified claim (including taking such reasonable actions as ▇▇▇▇▇▇▇ may request to avoid, dispute, resist, appeal, compromise, or defend any such indemnified claim); and (iv) Sandvik being given sole authority to defend and settle the indemnified claim. 16.3. In the defence or settlement of any claim to which the Sandvik Indemnity applies, Sandvik may: (a) procure a right for the Purchaser to continue using the infringing material or service; (b) replace or modify the infringing materials or service so that it becomes non-infringing; or (c) if such remedies are not reasonably available, terminate or suspend the Contract on notice to the Purchaser without any additional liability to the Purchaser. 16.4. Where Clause 16.3 applies, ▇▇▇▇▇▇▇ shall provide the Purchaser with a refund of the Amount Payable for the infringing material or service to the extent not delivered or received by the Purchaser. 16.5. In no event shall Sandvik, its Affiliates, or their employees, agents, or subcontractors be liable to the Purchaser to the extent that the indemnified claim is based on any one (or more) of the following: (a) a modification of the Goods, Services, or Digital Service (or their outputs) by anyone other than Sandvik or its representatives; (b) an infringing third party component or product; (c) use of materials, documentation, or data provided or made available by the Purchaser; (d) compliance with the Purchaser’s instructions, specifications, or other requirements; (e) the Purchaser’s use of the Goods, Services, or Digital Service in breach of the Contract; or (f) a breach of a Purchaser Obligation. 16.6. The Purchaser shall have no rights or remedies in respect of infringement of any third party Intellectual Property Rights except as expressly set out in this Clause 16.

IPR Indemnity. 16.1. Subject to Clauses 16.2, 16.3, 16.4, 16.5 and 20, ▇▇▇▇▇▇▇ 20 Sandvik shall indemnify the Purchaser against any claim made against the Purchaser by a third party to the extent that such claim alleges that the Purchaser’s use of the Goods, Digital Services, or Services (excluding, in each case, any third party products or components) in accordance with the Contract infringes any Intellectual Property Rights belonging to that third party (the “Sandvik Indemnity”).‌Indemnity”). 16.2. The Sandvik Indemnity: (a) applies only to loss or damage that is: (i) awarded to the third party and against the Purchaser by a court or other body having competent jurisdiction over the indemnified claim; or (ii) agreed by ▇▇▇▇▇▇▇ Sandvik to be paid to the third party in settlement of the indemnified claim; (b) is subject to: (i) the Purchaser giving Sandvik prompt notice of the indemnified claim (and in any event ensuring that notice is given within five (5) Days of the Purchaser becoming aware of, or being notified of, the indemnified claim); (ii) the Purchaser providing reasonable co- operation to Sandvik in the defence and settlement of the indemnified claim; (iii) the Purchaser taking all reasonable and timely action necessary to mitigate all loss, damage, costs, and expenses incurred by the Purchaser as a result of the indemnified claim (including taking such reasonable actions as ▇▇▇▇▇▇▇ Sandvik may request to avoid, dispute, resist, appeal, compromise, or defend any such indemnified claim); and (iv) Sandvik being given sole authority to defend and settle the indemnified claim. 16.3. In the defence or settlement of any claim to which the Sandvik Indemnity applies, Sandvik may: (a) procure a right for the Purchaser to continue using the infringing material or service; (b) replace or modify the infringing materials or service so that it becomes non-infringing; or (c) if such remedies are not reasonably available, terminate or suspend the Contract on notice to the Purchaser without any additional liability to the Purchaser.Purchaser.‌ 16.4. Where Clause 16.3 applies, ▇▇▇▇▇▇▇ Sandvik shall provide the Purchaser with a refund of the Amount Payable for the infringing material or service to the extent not delivered or received by the Purchaser. 16.5. In no event shall Sandvik, its Affiliates, or their employees, agents, or subcontractors be liable to the Purchaser to the extent that the indemnified claim is based on any one (or more) of the following: (a) a modification of the Goods, Services, or Digital Service (or their outputs) by anyone other than Sandvik or its representatives; (b) an infringing third party component or product; (c) use of materials, documentation, or data provided or made available by the Purchaser; (d) compliance with the Purchaser’s instructions, specifications, or other requirements; (e) the Purchaser’s use of the Goods, Services, or Digital Service in breach of the Contract; or (f) a breach of a Purchaser Obligation. 16.6. The Purchaser shall have no rights or remedies in respect of infringement of any third party Intellectual Property Rights except as expressly set out in this Clause 16.

IPR Indemnity. 16.1. Subject to Clauses 16.2, 16.3, 16.4, 16.5 and 20, ▇▇▇▇▇▇▇ 20 Sandvik shall indemnify the Purchaser against any claim made against the Purchaser by a third party to the extent that such claim alleges that the Purchaser’s use of the Goods, Digital Services, or Services (excluding, in each case, any third party products or components) in accordance with the Contract infringes any Intellectual Property Rights belonging to that third party (the “Sandvik Indemnity”).‌Indemnity”). 16.2. The Sandvik Indemnity: (a) applies only to loss or damage that is: (i) awarded to the third party and against the Purchaser by a court or other body having competent jurisdiction over the indemnified claim; or (ii) agreed by ▇▇▇▇▇▇▇ Sandvik to be paid to the third party in settlement of the indemnified claim; (b) is subject to: (i) the Purchaser giving Sandvik prompt notice of the indemnified claim (and in any event ensuring that notice is given within five (5) Days of the Purchaser becoming aware of, or being notified of, the indemnified claim); (ii) the Purchaser providing reasonable co- operation to Sandvik in the defence and settlement of the indemnified claim; (iii) the Purchaser taking all reasonable and timely action necessary to mitigate all loss, damage, costs, and expenses incurred by the Purchaser as a result of the indemnified claim (including taking such reasonable actions as ▇▇▇▇▇▇▇ Sandvik may request to avoid, dispute, resist, appeal, compromise, or defend any such indemnified claim); and (iv) Sandvik being given sole authority to defend and settle the indemnified claim. 16.3. In the defence or settlement of any claim to which the Sandvik Indemnity applies, Sandvik may: (a) procure a right for the Purchaser to continue using the infringing material or service; (b) replace or modify the infringing materials or service so that it becomes non-infringing; or (c) if such remedies are not reasonably available, terminate or suspend the Contract on notice to the Purchaser without any additional liability to the Purchaser.Purchaser.‌ 16.4. Where Clause 16.3 applies, ▇▇▇▇▇▇▇ Sandvik shall provide the Purchaser with a refund of the Amount Payable for the infringing material or service to the extent not delivered or received by the Purchaser.Purchaser.‌ 16.5. In no event shall Sandvik, its Affiliates, or their employees, agents, or subcontractors be liable to the Purchaser to the extent that the indemnified claim is based on any one (or more) of the following: (a) a modification of the Goods, Services, or Digital Service (or their outputs) by anyone other than Sandvik or its representatives; (b) an infringing third party component or product; (c) use of materials, documentation, or data provided or made available by the Purchaser; (d) compliance with the Purchaser’s instructions, specifications, or other requirements; (e) the Purchaser’s use of the Goods, Services, or Digital Service in breach of the Contract; or (f) a breach of a Purchaser Obligation. 16.6. The Purchaser shall have no rights or remedies in respect of infringement of any third party Intellectual Property Rights except as expressly set out in this Clause 16.