Common use of ABT Indemnity for Infringement Clause in Contracts

ABT Indemnity for Infringement. ABT shall, at its expense, defend or settle any claim, action or allegation brought against ABT/UK that the Software, or any Localization or Extension developed by ABT, or the use of the ABT Brand in the Territory, infringes any copyright, patent, trademark or trade secret right of any third party, or that any Localization or Extension not developed by ABT/UK infringes such rights as a necessary result of specifications required by ABT, and shall pay any final judgments awarded or settlements entered into; provided that ABT/UK gives prompt written notice to ABT of any such claim, action or allegation of infringement and gives ABT the authority to proceed as contemplated herein. ABT will have the exclusive right to defend any such claim, action or allegation and make settlements thereof in its own discretion, and ABT/UK may not settle or compromise such claim, action or allegation, except with the prior written consent of ABT. ABT/UK shall give such assistance and information as ABT may reasonably require to settle, or oppose such claims. In the event any such infringement, claim, action or allegation is brought or threatened, ABT shall, at its sole option and expense: (a) procure for ABT/UK the right to continue use of the Software or Business Procedures or infringing part thereof, (b) modify or amend the Software or Business Procedures or infringing part thereof, or replace the Software or Business Procedures or infringing part thereof with other Software or Business Procedures having substantially the same or better capabilities; or if neither (a) nor (b) is reasonably possible, (c) terminate this Agreement and repay to ABT/UK a portion of the Minimum Annual License Fee equal to the amount paid by ABT/UK less an amount equal to one twelfth (1/12) of the total Minimum Annual License Fee for each month or portion thereof of the current one (1) year term to account for use by ABT/UK. The foregoing obligations will not apply to the extent the infringement arises as a result of modifications to the Software not made by or for ABT. The foregoing states the entire liability of ABT with respect to infringement of any patent, copyright, trademark, trade secret or other proprietary right.

ABT Indemnity for Infringement. ABT shall, at its expense, defend or settle any claim, action or allegation brought against ABT/UK Nordic that the Software, Software or any Localization or Extension developed by ABT, or the use of the ABT Brand in the Territory, Business Procedures infringes any copyright, patent, trademark copyright or trade secret right of any third party, or that any Localization or Extension not developed by ABT/UK infringes such rights as a necessary result of specifications required by ABT, and shall pay any final judgments awarded or settlements entered into; provided that ABT/UK Nordic gives prompt written notice to ABT of any such claim, action or allegation of infringement and gives ABT the authority to proceed as contemplated herein. ABT will have the exclusive right to defend any such claim, action or allegation and make settlements thereof in its own discretion, and ABT/UK Nordic may not settle or compromise such claim, action or allegation, except with the prior written consent of ABT. Not withstanding the above, ABT/UK Nordic shall have the right (i) to take action in order to prevent a default judgment, if ABT fails to act and (ii) to take action to prevent or dissolve any temporary restraining orders or other injunctions which materially impair ABT/Nordic's ability to conduct the Local Business. ABT/Nordic shall give such assistance and information as ABT may reasonably require to settle, or oppose such claims. In the event any such intellectual property infringement, claim, action or allegation is brought or threatened, ABT shall, at its sole option and expense: (a) procure for ABT/UK Nordic the right to continue use of the Software or Business Procedures or infringing part thereof,. (b) modify or amend the Software or Business Procedures or infringing part thereof, or replace the Software or Business Procedures or infringing part thereof with other Software or Business Procedures having substantially the same or better capabilities; or or (c) if neither (a) nor (b) is reasonably possible, (c) , terminate this Agreement and repay to ABT/UK Nordic a portion of the Minimum Annual License Fee equal to the amount paid by ABT/UK Nordic less an amount equal to one twelfth (1/12) of the total Minimum Annual License Fee for each month or portion thereof of the current one (1) year term to account for use by ABT/UKNordic. The foregoing obligations will not apply to the extent the infringement arises as a result of modifications to the Software not made by or for ABT. The foregoing states the entire liability of ABT with respect to infringement of any patent, copyright, trademark, trade secret or other proprietary right.and

ABT Indemnity for Infringement. ABT shall, at its expense, defend or settle any claim, action or allegation brought against ABT/UK Licensee that the Software, or any Localization or Extension developed by ABT, or the use of the ABT Brand in the Territory, infringes any copyright, patent, trademark or trade secret right in the Territory of any third party, or that any Localization or Extension not developed by ABT/UK Licensee infringes such rights as a necessary result of specifications required by ABT, and shall pay any final judgments awarded or settlements entered into; provided that ABT/UK Licensee gives prompt written notice to ABT of any such claim, action or allegation of infringement and gives ABT the authority to proceed as contemplated herein. ABT will have the exclusive right to defend any such claim, action or allegation and make settlements thereof in its own discretion, and ABT/UK Licensee may not settle or compromise such claim, action or allegation, except with the prior written consent of ABT. ABT/UK Licensee shall give such assistance and information as ABT may reasonably require to settle, or oppose such claims. In the event any such infringement, claim, action or allegation is brought or threatened, ABT shall, at its sole option and expense: (a) procure for ABT/UK Licensee the right to continue use of the Software Software, Documentation, or Business Procedures or infringing part thereof,; (b) modify or amend the Software Software, Documentation or Business Procedures or infringing part thereof, or replace the Software Software, Documentation or Business Procedures or infringing part thereof with other Software Software, Documentation or Business Procedures having substantially the same or better capabilities; or if neither (a) nor (b) is reasonably possible, (c) terminate this Agreement and repay to ABT/UK Licensee a portion of the Minimum Annual License Fee equal to the amount paid by ABT/UK Licensee less an amount equal to one twelfth (1/12) 1/12 of the total Minimum Annual License Fee for each month or portion thereof of the current one (1) year term to account for use by ABT/UKLicensee. The foregoing obligations will not apply to the extent the infringement arises as a result of modifications to the Software not made by or for ABT. The foregoing states the entire liability of ABT with respect to infringement of any patent, copyright, trademark, trade secret or other proprietary right.