damage to any productive formation or well bore that arises out of this
Contract.
11.7 USE OF MEDICAL FACILITIES OR MEDICAL EVACUATION. Contractor
indemnifies Indemnitees against Claims for injury to or death of members of
Contractor Group, or for damage to or loss incurred in relation to members of
Contractor Group Property, that arise out of or in connection with the rescue,
diagnosis, treatment or medical evacuation of personnel, or the provision of
pharmaceutical products or medical supplies furnished or rendered by
Company Group or by the facility used by Company.
11.8 INTELLECTUAL PROPERTY. Contractor shall defend, protect, indemnify
and hold harmless Indemnitees against claimed or actual infringement or
contributory infringement of any patent, or infringement of any copyright or
trademark, or misappropriation of any trade secret arising out of the Services
provided by Contractor under this Contract or the implementation by
Indemnitees of the work results. Company shall promptly notify Contractor if
Company is threatened with a Claim or becomes aware of any actual or
potential third party Claim against it or any Indemnitees concerning the matters
addressed in this Section 11.8, based in whole or part on the Services or the
implementation by Indemnitees of the results of the Services. Neither Party shall
settle or compromise any such Claim without the written consent of the other
Party. In the event of any such Claim, Contractor shall perform one of the
following actions at its own expense to avoid future infringement:
(A) Modify or replace any equipment that (1) Contractor has furnished or
utilized or that (2) Company has built or any process that Company is
using, based on the results of the Services, in order to avoid the patent
infringement or trade secret violation. Such modification or replacement
must be accomplished in a manner that is acceptable to Company and
that does not detrimentally impact the performance of the affected
equipment or process.
(B) Secure for the benefit of Company irrevocable and fully paid licenses for
the equipment or operation of the process in order to avoid any future
infringement without the need to modify or replace equipment, or
modify processes based on the work results provided to Company. Such
licenses must be obtained at no cost to Company and on terms acceptable
to Company.
11.9 FINES AND ASSESSMENTS. To the fullest extent permitted by Applicable
Law, Contractor indemnifies Indemnitees against the imposition of fines, fees,
orders of restitution or penalties where the event which led to that imposition
arises out of this Contract.
11.10 CONFLICT OF INTEREST AND IMPROPER INFLUENCE. Contractor
indemnifies Indemnitees against Claims that arise out of or in connection with
any inaccuracy of the representations set out in Section 4.1(B) or any violation of
Section 5.1 or 5.2.
11.11 BREACH OF APPLICABLE LAW. Contractor indemnifies Indemnitees
against Claims that arise out of this Contract which relate to any breach of
Applicable Law by any member of Contractor Group.