Major Equipment Purchase Contract Template Page 3


Equipment or any part thereof furnished under this Contract is held to constitute infringement and
its use is enjoined in any suits or proceedings, Seller shall, at its sole expense, either procure for
Buyer the right to continue using the Equipment or applicable part thereof, or replace the same
with noninfringing Equipment that fully complies with this Contract (including without limitation
all warranties herein), or modify it so it becomes noninfringing while continuing to fully comply
with this Contract (including without limitation all warranties herein).
Seller acknowledges that it may, in the course of performing its obligations under this Contract, be
exposed to or acquire information which is confidential or proprietary to Buyer. Seller hereby
agrees to hold such information in strict confidence and not to disclose such information for any
purpose whatsoever other than the performance of its obligations as contemplated by this Contract
and to advise each of its employees, agents, contractors or subcontractors who may be exposed to
such proprietary and confidential information of his or her obligation to keep such information
confidential. To qualify for such treatment, all such information shall be clearly labeled as
confidential and/or proprietary.
Seller's obligations under this Confidentiality clause shall not apply to information which:
is or becomes publicly known through no fault of Seller;
is already known to Seller;
is developed by or for Seller independent of activities under this Contract; or
Seller is required to disclose pursuant to law or judicial or administrative requirement or
Termination or expiration of this Contract shall not affect Seller’s obligations with respect to
confidential information and such obligations shall continue for a period of five (5) years from the
date of termination or expiration.
To the extent permitted by law, Seller shall indemnify and hold harmless Buyer from and against all
losses, liabilities, costs, expenses (including reasonable attorney fees), damages, judgments,
settlements, and claims arising out of injuries, including death, sustained or claimed to be sustained
by their respective employees or by any other person, also for property damage, including property
of Buyer, Seller, or any other person sustained or claimed to be sustained, on account of, or as a
result of the Equipment, work or operations of Seller (or its subcontractors) hereunder or by reason
of any act or omission of Seller (or its subcontractors) in the performance of said work or
operations. Without limiting the foregoing, Seller agrees to reimburse Buyer for any and all
reasonable and necessary expenses incurred by Buyer in defending any suit or proceeding brought
against Buyer for any of the above-named reasons.
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Maj Equip Pur Form 1-1-10


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