Common use of Third Party Intellectual Property Infringement Clause in Contracts

Third Party Intellectual Property Infringement. 6.1 Company agrees to defend, at its expense, any suit against Customer based upon a claim that any Software licensed to Customer under this Agreement infringes any patent or copyright, and to pay any settlement, or any damages finally awarded in any such suit. 6.2 Company’s obligations under this Clause 6 shall not be effective unless Customer notifies Company in writing of any claim or threatened or actual suit within ten (10) days of knowledge thereof and Customer gives full control of the defence and settlement, along with Customer’s full co-operation, to Company. 6.3 Company may, at its own expense: (i) procure for Customer the right to continue to use the licensed Software; (ii) make the licensed Software non-infringing; or (iii) terminate the Software licences and refund the applicable licence fee (subject to three-year straight line depreciation) received from Customer. 6.4 Company shall have no liability for any claim based on: (i) Customer's continued use after written notification, of a non-current release of the applicable licensed Software so long as a current release was made available to Customer without additional charge; (ii) Customer's use of the licensed Software other than in accordance with the rights granted under this Agreement; (iii) Customer's combination of the licensed Software with any other equipment or software not provided by Company, where such infringement would not have occurred but for such combination; or (iv) intellectual property rights owned by Customer or any of its affiliates. 6.5 This Clause 6 states Customer's sole remedy and Company’s exclusive liability in the event that Customer's use of any Software provided under this Agreement infringes on the intellectual property rights of any third party. 6.6 The indemnity provisions of this Clause 6 specifically do not apply to third party software (e.g. software which may be provided to the Customer by the Company wherein the Company is operating as a distributor for the third party licensor). Company’s sole obligation in the event that Customer's use of third party software infringes on the intellectual property rights of any third party is to provide reasonable co- operation to the Customer, as necessary, for the Customer to benefit from any intellectual property indemnity that may be provided by the third party licensor of such software.

Third Party Intellectual Property Infringement. 6.1 7.1 Company agrees to defend, at its expense, any suit against Customer based upon a claim that any Software licensed to Customer under this Agreement infringes any intellectual property right including patent or copyright, and to pay any settlement, or any damages finally awarded in any such suit. 6.2 7.2 Company’s obligations under this Clause 6 7 shall not be effective unless Customer notifies Company in writing of any claim or threatened or actual suit within ten (10) days of knowledge thereof and Customer gives full control of the defence defense and settlement, along with Customer’s full co-operation, to Company. 6.3 7.3 Company may, at its own expense: (i) procure for Customer the right to continue to use the licensed Software; (ii) make the licensed Software non-infringing; or (iii) terminate the Software licences licenses and refund the applicable licence license fee (subject to three-year straight line depreciation) received from Customer. 6.4 7.4 Company shall have no liability for any claim based on: (i) Customer's continued use after written notification, of a non-current release of the applicable licensed Software so long as a current release was made available to Customer without additional charge; (ii) Customer's use of the licensed Software other than in accordance with the rights granted under this Agreement; (iii) Customer's combination of the licensed Software with any other equipment or software not provided by Company, where such infringement would not have occurred but for such combination; or (iv) intellectual property rights owned by Customer or any of its affiliates. 6.5 7.5 This Clause 6 7 states Customer's sole remedy and Company’s exclusive liability in the event that Customer's use of any Software provided under this Agreement infringes on the intellectual property rights of any third party. 6.6 7.6 The indemnity provisions of this Clause 6 7 specifically do not apply to third party software (e.g. software which may be provided to the Customer by the Company wherein the Company is operating as a distributor for the third third-party licensor). Company’s sole obligation in the event that Customer's use of third party software infringes on the intellectual property rights of any third party is to provide reasonable co- operation cooperation to the Customer, as necessary, for the Customer to benefit from any intellectual property indemnity that may be provided by the third party licensor of licensing such softwaresoftware to Customer.