12. DEFENSE AND INDEMNITY
(a) To the full extent permitted by applicable law, the Seller shall indemnify the Buyer, its directors, officers and employees and authorized dealers for all expenses (including attorney fees, settlements, and judgments) incurred by the Buyer in
connection with all claims (including lawsuits, administrative claims, regulatory actions, and other proceedings to recover for personal injury or death, property damage, or economic losses) that are related in any way to the Seller's representations, performance or obligations under a Purchase Order, including claims based on the Seller's breach of warranty and claims for any related violations of any applicable law, ordinance or regulation or government authorization or order. The Seller's obligation to indemnify under this Section shall apply regardless of whether the claim arises in tort, negligence, contract, warranty, strict liability or otherwise except to the extent of the negligence of the Buyer.
(b) If the Seller provides the Supplies to the Buyer on the Buyer's premises, the Seller shall examine the premises to determine whether they are safe for such Supplies and shall advise the Buyer promptly of any situation it deems to be unsafe. The Seller's employees, contractors and agents shall not possess, use, sell or transfer illegal drugs, medically unauthorized drugs or controlled substances, or unauthorized alcohol, and shall not be under the influence of alcohol or drugs on the Buyer's premises including not taking an action which may lead to any occurrence of damage or loss to the Buyer, its employees and its premise. The Seller shall be exclusively responsible for, shall bear, and shall relieve the Buyer from liability for all loss, expense, damage or claims resulting from bodily injury, sickness or disease, including death at any time resulting therefrom, sustained by any person or persons, or on account of damage to or destruction of property, including that of the Buyer, arising out of, or in connection with the performance of work on the Buyer's premises except that the Seller shall not be responsible for or relieve the Buyer from liability for claims arising from the willful misconduct or the sole negligence of the Buyer.
13. TITLE AND ENGINEERING DRAWINGS, SPECIFICATIONS
(a) Any documents, including drawings and specifications produced or acquired by the Seller under a Purchase Order shall belong to the Buyer, subject only to the Seller’s patent rights, but without any other restrictions on the Buyer’s use, including reproduction, modification, disclosure or distribution of the documents or the information contained therein. To the extent such documents contain original work of authorship created in order to comply with a Purchase Order, the copyrights to such work shall be owned by the Buyer in accordance with Section 17 hereof. The Seller agrees not to label any such documents with a notice asserting that the documents contain confidential or proprietary information of the Seller. Any engineering drawing that Seller is required to prepare and furnish to Buyer shall conform to the requirements of the local computer aided design standards of the Buyer.
(b) All drawings, know-how, and confidential information supplied to the Seller by the Buyer and all rights therein shall remain the property of the Buyer and shall be kept confidential by the Seller in accordance with Section 15(f) hereof. The Seller is licensed to use the Buyer's drawings, know-how, and confidential information only for the purpose of fulfilling its obligations under a Purchase Order. In addition to the obligations of Section 15(f), the Seller shall not disclose such drawings to third parties unless this is required for the Seller to fulfill its duties under a Purchase Order. The Seller shall, in advance, inform the Buyer in writing of any third parties to whom the Seller subcontracts any of the work required under a Purchase Order specifying in detail the work which has been subcontracted to such third party. The Seller shall ensure that any third party to whom the Seller subcontracts any of the work hereunder is bound by all the terms and conditions relating to such work by which the Seller is bound under a Purchase Order.