非专利技术转让合同(85)

article 29.　patent indemnity
　　　　29.1　the supplier shall， until the cut-off date defined in paragraph 1of appendix 6 （license conditions）hereto and subject to other conditionsset out therein including， but not limited to， the limitation of liabilitypursuant to paragraph 5 thereof and to the buyer's compliance with article29.2 below， indemnify and hold harmless the buyer and its employees andofficers from and against any and all suits， actions or administrativeproceedings， claims， demands， losses， damages and costs and expenses ofwhatsoever nature， including attorney's fees and expenses， which the buyermay suffer as a result of any infringement or alleged infringement of anypatent， utility model， registered design， trademark， copyright or otherintellectual property right registered or otherwise existing at the dateof this agreement by reason of;
　　　　　　　　（a）the execution of the works by the supplier or the use of thecontract plant in the country where the contract plant is to beconstructed， or
　　　　　　　　（b）the sale of the products produced by the contract plant in anycountry except those countries which are excluded or where restrictionsare placed on the buyer as set out in appendix 6 （licence conditions)hereto.
　　　　　　provided that such indemnity shall not cover any use of the contractplant or any part thereof otherwise than for the purpose indicated by orreasonably to be inferred from the contract or any infringement which isdue to the use of the contract plant or any part thereof or any productsproduced thereby in association or combination with any other equipment，plant， material or process not supplied or licensed by the supplierpursuant to the contract.
　　　　29.2　if any proceeding is brought or any claim is made against thebuyer arising out of the matters referred to in article 29.1 above， thebuyer shall promptly give the supplier a notice thereof and the suppliermay at its own expense and in the buyer's name conduct such proceeding orclaim and any negotiation for the settlement of any such proceeding orclaim.