Intellectual Property Indemnification
Seller shall indemnify, defend and hold Buyer harmless from all costs and expenses related to any suit, claim or proceeding brought against Buyer or its customers based on a claim that any article or apparatus, or any part thereof constituting goods or services furnished under this Order, as well as any device or process necessarily resulting from the use thereof, constitutes an infringement of any, including but not limited to any International, Canadian and United States patent, copyright, trademark, trade secret or other intellectual property right, of any third party. Buyer shall notify Seller promptly of any such suit, claim or proceeding and give Seller authority, information, and assistance (at Sellers expense) for the defense of same, and Seller shall pay all damages and costs awarded therein. Notwithstanding the foregoing, any settlement of such suit, claim or proceeding shall be subject to Buyers consent, such consent not to be unreasonably withheld. If use of said article, apparatus, part, device or process is enjoined, Seller shall, at its own expense and at its option, either procure for Buyer the right to continue using said article or apparatus, part, process or device, or replace the same with a non-infringing equivalent.
Restriction on Use of Product Images
The Seller hereby acknowledges and agrees that any images of products sold to the Buyer, whether provided by the Seller or captured by the Buyer, shall be used exclusively for the purpose of transacting business with the Buyer. The Seller explicitly undertakes not to employ these images for marketing, promotional, or any other purposes unrelated to the Buyer's transactions without prior written consent from the Buyer.
The Seller further acknowledges and agrees to take all necessary precautions to protect the logos and trademarks of both the Buyer and the Buyer's customers, which may appear on the images of products sold to the Buyer. The Seller shall not use, reproduce, or disclose any logos or trademarks of the Buyer or the Buyer's customers for any purpose other than fulfilling its obligations to the Buyer without the explicit written consent of the Buyer. Any unauthorized use, dissemination, or infringement of the logos and trademarks shall be considered a material breach of this agreement, subjecting the Seller to legal action and potential termination of the business relationship with the Buyer. The Seller shall maintain the confidentiality and security of the logos and trademarks, implementing appropriate measures to prevent unauthorized access, distribution, or use.