By Aqua. Xxxx will defend, indemnify and hold harmless Customer against any third party demand, claim, suit, or action alleging that Customer’s use of the Platform in accordance with this Agreement infringes such third party’s intellectual property rights (an “Infringement Claim“), and Xxxx will pay any amounts finally awarded by a court against Customer (or otherwise agreed in settlement) under such Infringement Claim. Aqua will have no obligation or liability under this Section 11.1 to the extent that the Infringement Claim is based upon or results from: (a) the combination or use of the Platform or Licensed Services or Licensed Products with any third party products or services if the claim would not have occurred if not for such combination or use; (b) any modification to the Platform or Licensed Services or Licensed Products not made by Aqua; (c) Customer’s failure to comply with the written instructions of Aqua and/or with the terms of this Agreement or the Documentation; (d) where Customer continues the alleged infringing activity after being notified thereof; (e) use or retention of a copy of the Platform or Licensed Services or Licensed Products not in its most current version provided by Aqua; and/or (f) Aqua’s compliance with any Customer instructions or requirements (any such claim in clauses (a) through (d), a “Reverse Infringement Claim“).

By Aqua. Xxxx will defend, indemnify and hold harmless Customer against any third party demand, claim, suit, or action alleging that Customer’s use of the Software in accordance with this Agreement infringes such third party’s intellectual property rights (an “Infringement Claim“), and Xxxx will pay any amounts finally awarded by a court against Customer (or otherwise agreed in settlement) under such Infringement Claim. Aqua will have no obligation or liability under this Section 12.1 to the extent that the Infringement Claim is based upon or results from: (a) the combination or use of the Software with any third party products or services if the claim would not have occurred if not for such combination or use; (b) any modification to the Software not made by Aqua;

By Aqua. Aqua will defend, indemnify and hold harmless Customer, its affiliates, and their respective directors, officers, and employees, from and against any third party claims, demands, actions, suits, proceedings, damages, losses, judgments and/or liabilities arising from, or related to or in connection with any allegation that Customer's use of the Software (and any Third-Party Software) in accordance with this Agreement infringes, misappropriates or otherwise violates such third party's Intellectual Property Right (an "Infringement Claim"), and Aqua will pay any amounts finally awarded by a court against Customer (or otherwise agreed in settlement) under such Infringement Claim, as well as reimburse Customer for documented reasonable attorney's fees and other expenses and costs actually incurred by Customer prior to its notifying Aqua of the Infringement Claim in accordance with Section 11.4 (Procedure). Aqua will have no obligation or liability under this Section 11.1 to the extent that the Infringement Claim is based upon or results from: (a) the combination or use of the Software with any third party products or services; (b) any modification to the Software not by Aqua; (c) Customer's failure to comply with the written instructions of Aqua and/or with the terms of this Agreement or the Documentation;

By Aqua. Aqua will defend, indemnify and hold harmless Customer against any third party demand, claim, suit, or action alleging that Customer's use of the Software in accordance with this Agreement infringes such third party's intellectual property rights (an "Infringement Claim"), and Aqua will pay any amounts finally awarded by a court against Customer (or otherwise agreed in settlement) under such Infringement Claim Aqua will have no obligation or liability under this Section 13.1 to the extent that the Infringement Claim is based upon or results from: (a) the combination or use of the Software with any third party products or services if such combination is the cause of the infringement; (b) any modification to the Software not made by Aqua; (c) Customer's failure to comply with the written instructions of Aqua and/or with the terms of this Agreement or the Documentation; (d) Customer’s continued use of the alleged infringing Software after being notified thereof; (e) use or retention of a copy of the Software not in its most current version provided by Aqua; and/or (f) Aqua's compliance with any Customer instructions or requirements.

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By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.
DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS REQUIREMENTS/ STATEMENTS OF WORK
By Contractor Should the Contractor be liable for any payments to the State hereunder, interest, late payment charges and collection fee charges will be determined and assessed pursuant to Section 18 of the State Finance Law.
Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer’s compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions.
Manufacturing Technology Transfer Upon AbbVie’s written request with respect to a given Collaboration CAR-T Product and Licensed Product, Caribou shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party Provider) of all Materials and Know-How Controlled by Caribou relating to the then-current process for the Manufacture of such Collaboration CAR-T Product and any corresponding Licensed Products (each, a “Manufacturing Process”). Caribou shall provide, shall cause its Affiliates to provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to provide, all reasonable assistance requested by AbbVie to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to implement each Manufacturing Process at the facilities designated by AbbVie. If requested by AbbVie, such assistance shall include facilitating the entering into of agreements with applicable Third Party suppliers relating to such Collaboration CAR-T Product and any corresponding Licensed Products. Without limitation of the foregoing, in connection with the Manufacturing Process and related transfer: (a) Caribou shall, and shall cause its Affiliates to, make available to AbbVie (or its Affiliate or designated Third Party Provider, as applicable), and shall use Commercially Reasonable Efforts to assist AbbVie in causing all Third Party Providers to make available to AbbVie, from time to time as AbbVie may request, all Materials and Manufacturing-related Know-How Controlled by Caribou relating to each Manufacturing Process, including methods, reagents and processes and testing/characterization Know-How, and all documentation constituting material support, performance advice, shop practice, standard operating procedures, specifications as to Materials to be used, and control methods, that are necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party manufacturer, as applicable) to use and practice such Manufacturing Process; (b) Caribou shall cause all appropriate employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility at mutually convenient times to assist with the working up and use of each Manufacturing Process and with the training of the personnel of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to the extent necessary or reasonably useful to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice such Manufacturing Process; (c) Without limiting the generality of this Section 4.4.2, Caribou shall cause all appropriate analytical and quality control laboratory employees and representatives of Caribou and its Affiliates, and shall use Commercially Reasonable Efforts to assist AbbVie in causing all appropriate analytical and quality control laboratory employees and representatives of Third Party Providers, to meet with employees or representatives of AbbVie (or its Affiliate or designated Third Party Provider, as applicable) at the applicable manufacturing facility and make available all necessary equipment, at mutually convenient times, to support and execute the provision of all applicable analytical methods and the validation thereof (including all applicable Know-How, Information and Materials Controlled by Caribou, and sufficient supplies of all primary and other reference standards); (d) Caribou shall, and shall cause its Affiliates to, take such steps, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers take such steps, as are necessary or reasonably useful to assist AbbVie (or its Affiliate or designated Third Party Provider, as applicable) in obtaining any necessary licenses, permits or approvals from Regulatory Authorities with respect to the Manufacture of the applicable Collaboration CAR-T Products and corresponding Licensed Products at the applicable facilities; and (e) Caribou shall, and shall cause its Affiliates to, provide, and shall use Commercially Reasonable Efforts to assist AbbVie in causing Third Party Providers to provide, such other assistance as AbbVie (or its Affiliate or designated Third Party Provider, as applicable) may reasonably request to enable AbbVie (or its Affiliate or designated Third Party Provider, as applicable) to use and practice each Manufacturing Process and otherwise to Manufacture the applicable Collaboration CAR-T Products and corresponding Licensed Products.
Protocol The attached Protocol shall be an integral part of this Agreement.
RESEARCH AND PUBLICATION 29 CONTRACTOR shall not utilize information and/or data received from COUNTY, or arising out 30 of, or developed, as a result of this Agreement for the purpose of personal or professional research, or 31 for publication. 32
Technology Research Analyst Job# 1810 General Characteristics
WHEXXXX xs xxxx of a plan of reorganization, RESTART PARTNERS V, L.P., a Delaware Limited Partnership ("Restart V"), may acquire an ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit “A” attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies.

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