Intellectual property indemnification clause samples

Section 10.04Exceptions to Seller’s Intellectual Property Indemnification. Notwithstanding anything to the contrary in this Agreement, Seller is not obligated to indemnify or defend any Master Distributor Indemnitee against any claim under Section 10.03 if such claim or corresponding Losses arise out of or result from the circumstances described in Section 10.02(a) or Section 10.02(b).

18.Intellectual Property Indemnification. (a) TSMC shall [***], at [***], any claim made or action brought against Customer to the extent it alleges the [***] purchased under this Agreement directly infringes or misappropriates any patent, trademark, copyright, mask work right, trade secret, or other intellectual property rights of a third party. Any such claim or action is referred to as a “Customer Claim” in this Section 18(a). TSMC shall indemnify Customer against [***] arising out of a Customer Claim. TSMC has no liability or obligation under this Section 18(a) for any Customer Claim alleging [***]. TSMC’s obligations under this Section 18(a) are conditioned upon Customer: [***]. (b) Customer shall [***], at [***], any claim made or action brought [***] to the extent it alleges infringement or misappropriation of any patent, trademark, copyright, mask work right, trade secret, or other intellectual property right of a third party arising out of or in connection with [***]. Any such claim or action is referred to as a “TSMC Claim” in this Section 18(b). Customer shall indemnify TSMC against [***] arising out of or related to a TSMC Claim. Customer’s obligations under this Section 18(b) are conditioned upon TSMC: [***]. (c) In case any [***] is the subject matter of any intellectual property infringement or misappropriation dispute, TSMC may [***]. If TSMC so [***] of such Wafers or services, Customer shall [***]. TSMC is further entitled to [***]. (d) Notwithstanding the above, TSMC’s intellectual property indemnity under this Section 18(a) shall not apply or extend to [***].

13.Intellectual Property Indemnification. Vendor warrants and represents that it has the right to sell and/or license any codes, programs, firmware, software, know-how, methods, and/or concepts associated with any Products that are the subject of this Agreement. Accordingly, Vendor agrees to indemnify and hold harmless Customer from all damages, costs and expenses, including reasonable attorneys' fees arising out of any infringement or claim of infringement of patents, trademarks, or copyrights arising out of the use of any Products that are the subject of this Agreement. Vendor's obligations shall (a)be contingent upon Vendor being granted control of the defense, compromise or settlement of such claim, and (b)not extend to any claim of infringement based upon Vendor's combination of equipment not manufactured by Vendor or Customer's modifications to equipment Customer shall assist Vendor to the extent reasonably required for such defense.

17.4 Additional Terms for Intellectual Property Indemnification. If any Materials, the Program, or any part thereof, or any services in each case that are provided by a Party under this Agreement, becomes, or in the providing Party’s reasonable opinion may become, the subject of any claim, suit or proceeding for infringement of any Intellectual Property Rights, or are held or otherwise determined to infringe any Intellectual Property Rights, the providing Party may, at its option and sole expense: (i) secure for the other Party the right to continue using the affected Materials, Program or services; (ii) replace or modify the affected Materials, Program or services so as to make such Materials, Program or services non-infringing without degrading the performance or utility thereof; or (iii) modify the affected Materials, Program or services to make it non-infringing without materially reducing the Program’s functionality or performance; or, if (i) - (iii) are not commercially feasible, then the providing Party may cease providing or making available the affected Materials, Program or services to the other Party and, in such case, such other Party may elect to terminate the Agreement without cause. The rights and obligations set forth in this Section 17 are the providing Party’s sole obligations and liability, and the other Party’s exclusive remedies, with respect to any Losses arising out of or related to any infringement of any Intellectual Property Rights of a third party.