Major Equipment Purchase Contract Template (Page 3 of 6) in pdf

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).

CONFIDENTIALITY

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

process.

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.

10.

INDEMNITY

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.

Page 3 of 6

Maj Equip Pur Form 1-1-10

Major Equipment Purchase Contract Template Page 3