this Agreement. Without limiting the foregoing, all books, documents, records and other material and information made known to Manufacturer by Distributor pursuant to this Agreement are hereby designated as confidential.
18.1. Manufacturers Indemnity Obligation. Manufacturer shall, at its expense, defend Distributor against any claim that Manufacturers Products supplied hereunder infringes any [patents, copyright, trade secret, or trademark]. Manufacturer shall pay all reasonable costs, damages and attorneys fees that a court finally awards as a result of such claim. To qualify for such defense and payment, Distributor must: (a) give Manufacturer prompt written notice of any such claim, and (b) allow Manufacturer to control, and fully cooperate with Manufacturer in, the defense of such claim and all related settlement negotiations. In the event that Distributor bears the cost in cooperating with Manufacturer in the defense of such claim and all related settlement negotiations, Manufacturer shall reimburse to Distributor such cost. If such a claim of infringement is made, Manufacturer at its option, may obtain for Distributor the right to continue to use and market the Products, replace them with non infringing Products, or modify said Products so that they become non infringing. Manufacturer will not have liability for any such claim resulting from the use or combination of the Products with goods or services not provided by Manufacturer, or any modification or alteration of the Products. The foregoing is Distributors sole and exclusive remedy, and Manufacturers sole and exclusive liability, for any claim of infringement.
18.2. Distributors Indemnity Obligation. Distributor agrees to indemnify and hold Manufacturer, its officers, directors, employees, successors, and assigns harmless from and against any and all losses, damages, or expenses of whatever form or nature, including reasonable attorneys fees and other reasonable costs of legal defense, whether direct or indirect, that they, or any of them, may sustain or incur as a result of any acts or omissions of Distributor or any of its directors, officers, employees, or agents, including but not limited to (i) breach of any of the provisions of this Agreement, (ii) negligence or other tortious conduct, (iii) representations or statements not specifically authorized by Manufacturer herein or otherwise in writing, or (iv) violation by Distributor (or any of its directors, officers, employees, or agents) of any applicable law, regulation, or order in or of the Territory or the United States.
Distributor may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement to any third party without Manufacturers prior written consent. Manufacturer may freely assign this Agreement in whole or in part. Any attempted assignment or transfer in violation of the foregoing will be void.
The failure of either Party to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such provisions or of the right of such Party thereafter to enforce each and every such provision.