Common use of Patent and Copyright Clause in Contracts

Patent and Copyright. INDEMNIFICATION If an action is brought against Client claiming that the Developed Software infringes a patent, copyright or misappropriated trade secret, QSSI will defend Client and pay any damages awarded against Client, but only if (a) Client notifies QSSI promptly upon learning of the claim, (b) QSSI has sole control over the defense of the claim and any negotiation for its settlement or compromise, (c) Client takes no action, that in QSSI's judgment, is contrary to QSSI's interest and (d) provides QSSI with full cooperation at QSSI's expense to investigate and defend against the claim. If a claim may be or has been asserted, Client will permit QSSI, at QSSI's option and expense, to procure the right to continue using the Developed Software, or replace or modify the Developed Software to eliminate the infringement while providing functionally equivalent performance. Notwithstanding the above, QSSI will have no duty to indemnify Client if the patent or copyright infringement results from (a) a correction or modification of the Developed Software not provided by QSSI, (b) the failure to promptly install any update which QSSI may have provided to Client, or (c) the combination of the Developed Software with other software or hardware not provided by QSSI.