Terms & Conditions

“INDEMNITY

 

Indemnification by Supplier: Supplier will hold Distributor harmless from any and all liability, loss, damage, cost and expense, including attorneys' fees and expenses to the extent caused by any defect in design, materials or workmanship in any Product. Further, and without limitation to the foregoing, Supplier shall: (i) defend Distributor against any third party suit, claim, action or demand alleging that all or any portion of the Product or any Trademark infringes any valid and issued patent, copyright, or trademark of a third party; and (ii) indemnify and hold Distributor harmless from any final award of damages or settlement amount (including reasonable attorneys’ fees) arising in connection with any such claim. If all or any portion of the Product or any Trademark become the subject of a claim of infringement of any third party intellectual property rights, Supplier shall use commercially reasonable efforts to (a) obtain such licenses or (b) make such replacements or modifications to the Product or Trademarks, in each case as are necessary to permit Distributor to continue use of the Products or Trademarks without infringement and in compliance with this Agreement. If Supplier is unable to achieve either of the foregoing within sixty (60) days (or such longer period as Distributor may determine in good faith) after the holding of infringement or the entry of injunction, as applicable, Supplier will refund to Distributor any pre-paid fees and accept the return or provide a full refund in respect of Products for which the use by Distributor is legally prohibited. In no event will Supplier be liable to Distributor or will Distributor be liable to Supplier for special, punitive, incidental, indirect or consequential damages, including but not limited to loss of use or loss of profits."