Common use of Third Party Intellectual Property Rights Clause in Contracts

Third Party Intellectual Property Rights. ▇▇▇▇▇▇▇▇▇ shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the use of the 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 ▇▇▇▇▇▇▇▇▇ in writing of the claim, (ii) allows ▇▇▇▇▇▇▇▇▇ full control of the defence and any related settlement negotiations, (iii) fully cooperates with ▇▇▇▇▇▇▇▇▇ in the defence, (iv) ▇▇▇▇▇▇▇▇▇ 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 Purchaser that is contrary to any manuals or instructions by ▇▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇▇▇. In the event the Goods are held to be infringing and the use of the same is enjoined, ▇▇▇▇▇▇▇▇▇ shall, at its own expense and sole discretion, either procure the right to continue using the Goods, replace the Goods with non-infringing equivalents, or modify the Goods to eliminate such infringement. If the foregoing remedies do not cure the infringement, ▇▇▇▇▇▇▇▇▇ will refund the purchase price of the infringing Goods. 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 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 Goods 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 in writing of the claim, (ii) allows ▇▇▇▇▇▇▇▇▇ Metso full control of the defence defense and any related settlement negotiations, (iii) fully cooperates with ▇▇▇▇▇▇▇▇▇ Metso in the defencedefense, (iv) ▇▇▇▇▇▇▇▇▇ Metso 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 Purchaser, nor shall it be liable for any use by the Purchaser that is contrary to any manuals or instructions by ▇▇▇▇▇▇▇▇▇Metso, 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 rea sonable interests of ▇▇▇▇▇▇▇▇▇Metso. In the event the Goods Services or Deliverables are held to be infringing and the use of the same is enjoined, ▇▇▇▇▇▇▇▇▇ Metso shall, at its own expense and sole discretion, either procure the right to continue using the GoodsServices and Deliverables, replace the Goods Services and Deliverables with non-non- infringing equivalents, or modify the Goods Services and Deliverables to eliminate such infringement. If the foregoing remedies do not cure the infringement, ▇▇▇▇▇▇▇▇▇ Metso will refund the purchase price of the infringing GoodsGood. 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. ▇▇▇▇▇▇▇▇▇ shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the use of the 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 ▇▇▇▇▇▇▇▇▇ in writing of the claim, (ii) allows ▇▇▇▇▇▇▇▇▇ full control of the defence defense and any related settlement negotiations, (iii) fully cooperates with ▇▇▇▇▇▇▇▇▇ in the defencedefense, (iv) ▇▇▇▇▇▇▇▇▇ 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 Purchaser that is contrary to any manuals or instructions by ▇▇▇▇▇▇▇▇▇, 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 ▇▇▇▇▇▇▇▇▇. In the event the Goods are held to be infringing and the use of the same is enjoined, ▇▇▇▇▇▇▇▇▇ shall, at its own expense and sole discretion, either procure the right to continue using the Goods, replace the Goods with non-infringing equivalents, or modify the Goods to eliminate such infringement. If the foregoing remedies do not cure the infringement, ▇▇▇▇▇▇▇▇▇ will refund the purchase price of the infringing Goods. 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. ▇▇▇▇▇▇▇▇▇ Seller shall indemnify and hold Purchaser harmless from any claim by a third party (including reasonable attorneys’ fees) that the use of the 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 ▇▇▇▇▇▇▇▇▇ Seller in writing of the claim, (ii) allows ▇▇▇▇▇▇▇▇▇ Seller full control of the defence and any related settlement negotiations, (iii) fully cooperates with ▇▇▇▇▇▇▇▇▇ Seller in the defence, (iv) ▇▇▇▇▇▇▇▇▇ Seller 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 Purchaser that is contrary to any manuals or instructions by ▇▇▇▇▇▇▇▇▇Seller, 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 ▇▇▇▇▇▇▇▇▇Seller. In the event the Goods are held to be infringing and the use of the same is enjoined, ▇▇▇▇▇▇▇▇▇ Seller shall, at its own expense and sole discretion, either procure the right to continue using the Goods, replace the Goods with non-infringing equivalents, or modify the Goods to eliminate such infringement. If the foregoing remedies do not cure the infringement, ▇▇▇▇▇▇▇▇▇ Seller will refund the purchase price Contract Price of the infringing Goods. 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.