Common use of Third Party Intellectual Property Rights Clause in Contracts

Third Party Intellectual Property Rights. Metso Outotec shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the receipt of the Services and/or use of the Deliverables by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third party, provided that Purchaser (i) promptly notifies Metso Outotec in writing of the claim, (ii) allows Metso Outotec full control of the defence and any related settlement negotiations, (iii) fully cooperates with Metso Outotec in the defence, (iv) Metso Outotec shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other equipment that is provided by or on behalf of Purchaser, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of Metso Outotec. In the event the Services or Deliverables are held to be infringing and the use of the same is enjoined, Metso Outotec shall, at its own expense and sole discretion, either procure the right to continue using the Services and Deliverables, replace the Services and Deliverables with non-infringing equivalents, or modify the Services and Deliverables to eliminate such infringement. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at Purchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.

Third Party Intellectual Property Rights. Metso Outotec shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the receipt of the Services and/or use of the Deliverables Goods by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third party, provided that Purchaser (i) promptly notifies Metso Outotec in writing of the claim, (ii) allows Metso Outotec full control of the defence and any related settlement negotiations, (iii) fully cooperates with Metso Outotec in the defence, (iv) Metso Outotec shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other equipment that is provided by or on behalf of Purchaser, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of Metso Outotec. In the event the Services or Deliverables Goods are held to be infringing and the use of the same is enjoined, Metso Outotec shall, at its own expense and sole discretion, either procure the right to continue using the Services and DeliverablesGoods, replace the Services and Deliverables Goods with non-infringing equivalents, or modify the Services and Deliverables Goods to eliminate such infringement. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at Purchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.

Third Party Intellectual Property Rights. Metso Outotec shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the receipt of the Services and/or use of the Deliverables by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third party, provided that Purchaser (i) promptly notifies Metso Outotec in writing of the claim, (ii) allows Metso Outotec full control of the defence and any related settlement negotiations, (iii) fully cooperates with Metso Outotec in the defence, (iv) Metso Outotec shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other equipment that is provided by or on behalf of Purchaser, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of Metso OutotecMetso. In the event the Services or Deliverables are held to be infringing and the use of the same is enjoined, Metso Outotec shall, at its own expense and sole discretion, either procure the right to continue using the Services and Deliverables, replace the Services and Deliverables with non-infringing equivalents, or modify the Services and Deliverables to eliminate such infringement. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at Purchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.

Third Party Intellectual Property Rights. Metso Outotec shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the receipt of the Services and/or use of the Deliverables by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third party, provided that Purchaser (i) promptly notifies Metso Outotec in writing of the claim, (ii) allows Metso Outotec full control of the defence defense and any related settlement negotiations, (iii) fully cooperates with Metso Outotec in the defencedefense, (iv) Metso Outotec shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other equipment that is provided by or on behalf of Purchaser, nor shall it be liable for any use by the Purchaser that is contrary to any manuals or instructions by Metso Outotec, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of Metso Outotec. In the event the Services or Deliverables are held to be infringing and the use of the same is enjoined, Metso Outotec shall, at its own expense and sole discretion, either procure the right to continue using the Services and Deliverables, replace the Services and Deliverables with non-infringing equivalents, or modify the Services and Deliverables to eliminate such infringement. If the foregoing remedies do not cure the infringement, Metso Outotec will refund the purchase price of the infringing Good. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at Purchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.

Third Party Intellectual Property Rights. Metso Outotec shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the receipt of the Services and/or use of the Deliverables by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third party, provided that Purchaser (i) promptly notifies Metso Outotec in writing of the claim, (ii) allows Metso Outotec full control of the defence and any related settlement negotiations, (iii) fully cooperates with Metso Outotec in the defence, (iv) Metso Outotec shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other equipment that is provided by or on behalf be- half of Purchaser, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of Metso OutotecMetso. In the event the Services or Deliverables are held to be infringing and the use of the same is enjoined, Metso Outotec shall, at its own expense and sole discretion, either procure the right to continue using the Services and Deliverables, replace re- place the Services and Deliverables with non-infringing equivalents, or modify the Services and Deliverables to eliminate such infringement. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at Purchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.

Third Party Intellectual Property Rights. Metso Outotec shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable reason-able attorneys’ fees) that the receipt of the Services and/or use of the Deliverables by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third party, provided that Purchaser (i) promptly notifies Metso Outotec in writing of the claim, (ii) allows Metso Outotec full control of the defence and any related settlement negotiations, (iii) fully cooperates with Metso Outotec in the defence, (iv) Metso Outotec shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other equipment that is provided by or on behalf of Purchaser, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of Metso OutotecMetso. In the event the Services or Deliverables are held to be infringing and the use of the same is enjoined, Metso Outotec shall, at its own expense and sole discretion, either procure the right to continue using the Services and Deliverables, replace the Services and Deliverables with non-infringing equivalents, or modify the Services and Deliverables to eliminate such infringement. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at Purchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.

Third Party Intellectual Property Rights. Metso Outotec shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the receipt of the Services and/or use of the Deliverables Goods by Purchaser in accordance with the Contract constitutes an infringement or alleged infringement of any Intellectual Property Rights of such third party, provided that Purchaser (i) promptly notifies Metso Outotec in writing of the claim, (ii) allows Metso Outotec full control of the defence defense and any related settlement negotiations, (iii) fully cooperates with Metso Outotec in the defencedefense, (iv) Metso Outotec shall not be liable for any infringement or alleged infringement resulting from any design, specification or other information or a combined operation with other equipment that is provided by or on behalf of PurchaserPurchaser nor shall it be liable for any use by the Purchaser that is contrary to any manuals or instructions by Metso Outotec, and (v) Purchaser shall in no event compromise or settle any proceedings or claims in connection with such infringement or alleged infringement or otherwise act against the reasonable interests of Metso Outotec. In the event the Services or Deliverables Goods are held to be infringing and the use of the same is enjoined, Metso Outotec shall, at its own expense and sole discretion, either procure the right to continue using the Services and DeliverablesGoods, replace the Services and Deliverables Goods with non-infringing equivalents, or modify the Services and Deliverables Goods to eliminate such infringement. If the foregoing remedies do not cure the infringement, Metso Outotec will refund the purchase price of the infringing Good. Purchaser shall have the right to select its own counsel to participate in any proceedings or negotiations at Purchaser’s expense. All other rights and remedies of Purchaser for an infringement of Intellectual Property Rights are excluded.