1.Please read the legal provision below and interpret it in your own words, in bullet points:

Section 27 of the Indian Contract Act, 1872

“Every agreement by which anyone is restrained from exercising a lawful profession, trade or business of any kind, is to that extent void.

Exception 1 : Saving of agreement not to carry on business of which good will is sold

- One who sells the goodwill of a business may agree with the buyer to refrain from carrying on a similar business, within specified local limits, so long as the buyer, or any person deriving title to the goodwill from him, carries on a like business therein,provided that such limits appear to the court reasonable, regard being had to the nature of the business”

2.Please read the clause below and re-draft the clause in your own words to make it succinct and less verbose while retaining its essence:

Intellectual Property Indemnity :

“Supplier agrees to defend, indemnify, and hold harmless ABCD and ABCD’s customers, affiliates, employees, agents, contractors, distributors,resellers, and representatives from and against any and all claims, suits, and/or proceedings (including any assertion of an intellectual property right, whether or not defenses to the assertion exist and regardless of whether the assertion has been or will be adjudicated), as well as all damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs), of whatever nature resulting from, arising out of, or relating to a claim or allegation that the use, reproduction, distribution, licensing and/or sale of a Product, or any part thereof, infringes, misappropriates, or otherwise violates a patent, copyright, trade secret, trademark or other intellectual property right of any third party. If ABCD has reason to believe that the use, reproduction, distribution, licensing and/or sale of a Product or any part thereof is likely to be enjoined by a court, Supplier will use best efforts to either procure for ABCD the right to continue using the Product, or replace the Product with an equivalent non-infringing Product. If after using best efforts, the first two options are not commercially reasonable, Supplier may remove the Product with ABCD’s prior written consent (which will not be unreasonably withheld or delayed), refund to ABCD the purchase price of the Product, and reimburse ABCD for any related costs.”

Now take a deep breath! Relax! And give it a shot!