Common use of BY INSTITUTE Clause in Contracts

BY INSTITUTE. INSTITUTE will defend TIC against a claim that an TIC Product supplied hereunder infringes a U.S. or foreign patent or copyright, or other proprietary right of a third party, and INSTITUTE will indemnify TIC and hold it harmless from and against any loss, liability and any costs, expenses and reasonable attorneys' fees finally awarded. TIC shall prompt notify INSTITUTE in writing of the claim, and INSTITUTE shall have sole control of the defense and all related settlement negotiations, and TIC shall provide INSTITUTE complete information concerning the claim but any failure to provide prompt notice or information shall not impair TIC's rights to indemnification hereunder except to the extent that such failure has materially prejudiced or materially delayed INSTITUTE in defense of its claim. INSTITUTE shall have the right to assume the defense of any claim against TIC in connection with such violation or infringement. After notice from INSTITUTE to TIC of election to assume the defense thereof, INSTITUTE will not be liable to TIC for any legal or other expenses subsequently incurred by TIC in connection with the defense thereof other than reasonable costs of investigation, unless incurred at the written request of INSTITUTE, in which event such legal or other expenses shall be borne by INSTITUTE. TIC shall, however, have the right to participate in the defense and settlement of such claim being defended by INSTITUTE through separate counsel at TIC's expense. TIC shall not be subject to any liability or restriction under any settlement entered into by INSTITUTE without TIC's prior written approval. a. INSTITUTE shall have no obligation to TIC under this Section if any claimed infringement is based upon: (i) use of any Mapping Technology delivered hereunder in connection or in combination with equipment, software or devices not supplied by INSTITUTE; (ii) TIC's use of a Mapping Technology in the practicing of any process or in a manner for which the Mapping Technology was not designed; or (iii) INSTITUTE's compliance with TIC's designs, specifications or instructions. TIC shall indemnify and hold INSTITUTE harmless from and against any loss, cost or expense suffered or incurred in connection with any suit, claim or proceeding brought against INSTITUTE so far as it is based on a claim that the manufacture or sale of any Mapping Technology delivered hereunder which has been either (1) modified, altered or combined with any product, software, or device not supplied by INSTITUTE or (2) modified by INSTITUTE in accordance with TIC's designs, specifications or instructions, constitutes such an infringement because of any such modification, alteration or combination. The foregoing states INSTITUTE's entire liability for infringement by INSTITUTE Technology furnished under this Agreement b. EXCEPT AS STATED ABOVE, INSTITUTE DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MAPPING TECHNOLOGY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INSTITUTE SHALL IN NO EVENT SHALL INSTITUTE BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, PROFITS OR USE OF EQUIPMENT, OR FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE MAPPING TECHNOLOGY. c. IT IS ALSO UNDERSTOOD BY BOTH PARTIES TO THIS AGREEMENT THAT SPEECH RECOGNITION IS INHERENTLY A STATISTICAL PROCESS; THAT SPEECH RECOGNITION ERRORS ARE INHERENT IN THE PROCESS OF SPEECH RECOGNITION; THAT SPEECH RECOGNITION APPLICATIONS AND USAGE MUST BE DESIGNED TO ALLOW FOR SUCH ERRORS IN THE SPEECH RECOGNITION PROCESS; AND THAT IT IS TIC'S RESPONSIBILITY THAT ALL ITS SUBLICENSEES UNDERSTAND THAT SUCH ERRORS ARE INEVITABLE AND THAT IT IS THE RESPONSIBILITY OF THE APPLICATION DEVELOPER TO PROVIDE FOR HANDLING SUCH ERRORS AND OF THE USER TO MONITOR THE SPEECH RECOGNITION PROCESS AND CORRECT ANY ERRORS. INSTITUTE SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING PERSONAL INJURY, RESULTING FROM ERRORS IN THE RECOGNITION PROCESS.

BY INSTITUTE. The INSTITUTE will defend TIC against a claim that an TIC Product supplied hereunder infringes a U.S. or foreign patent or copyright, or other proprietary right of a third party, and the INSTITUTE will indemnify TIC and hold it harmless from and against any loss, liability and any costs, expenses and reasonable attorneys' ’ fees finally awarded. TIC shall prompt notify the INSTITUTE in writing of the claim, and the INSTITUTE shall have sole control of the defense and all related settlement negotiations, and TIC shall provide the INSTITUTE complete information concerning the claim but any failure to provide prompt notice or information shall not impair TIC's ’s rights to indemnification hereunder except to the extent that such failure has materially prejudiced or materially delayed the INSTITUTE in defense of its claim. The INSTITUTE shall have the right to assume the defense of any claim against TIC in connection with such violation or infringement. After notice from the INSTITUTE to TIC of election to assume the defense thereof, the INSTITUTE will not be liable to TIC for any legal or other expenses subsequently incurred by TIC in connection with the defense thereof other than reasonable costs of investigation, unless incurred at the written request of the INSTITUTE, in which event such legal or other expenses shall be borne by the INSTITUTE. TIC shall, however, have the right to participate in the defense and settlement of such claim being defended by the INSTITUTE through separate counsel at TIC's ’s expense. TIC shall not be subject to any liability or restriction under any settlement entered into by the INSTITUTE without TIC's ’s prior written approval. a. The INSTITUTE shall have no obligation to TIC under this Section if any claimed infringement is based upon: (i) use of any Mapping Technology delivered hereunder in connection or in combination with equipment, software or devices not supplied by the INSTITUTE; (ii) TIC's ’s use of a Mapping Technology in the practicing of any process or in a manner for which the Mapping Technology was not designed; or (iii) the INSTITUTE's ’s compliance with TIC's ’s designs, specifications or instructions. TIC shall indemnify and hold the INSTITUTE harmless from and against any loss, cost or expense suffered or incurred in connection with any suit, claim or proceeding brought against the INSTITUTE so far as it is based on a claim that the manufacture or sale of any Mapping Technology delivered hereunder which has been either (1) modified, altered or combined with any product, software, or device not supplied by the INSTITUTE or (2) modified by the INSTITUTE in accordance with TIC's ’s designs, specifications or instructions, constitutes such an infringement because of any such modification, alteration or combination. The foregoing states the INSTITUTE's ’s entire liability for infringement by the INSTITUTE Technology furnished under this Agreement b. EXCEPT AS STATED ABOVE, THE INSTITUTE DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MAPPING TECHNOLOGY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE INSTITUTE SHALL IN NO EVENT SHALL THE INSTITUTE BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, PROFITS OR USE OF EQUIPMENT, OR FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE MAPPING TECHNOLOGY. c. IT IS ALSO UNDERSTOOD BY BOTH PARTIES TO THIS AGREEMENT THAT SPEECH RECOGNITION THE MAPPING TECHNOLOGY IS INHERENTLY A STATISTICAL PROCESS; THAT SPEECH RECOGNITION ERRORS ARE INHERENT IN THE PROCESS OF SPEECH RECOGNITIONMAPPING; THAT SPEECH RECOGNITION MAPPING APPLICATIONS AND USAGE MUST BE DESIGNED TO ALLOW FOR SUCH ERRORS IN THE SPEECH RECOGNITION MAPPING PROCESS; AND THAT IT IS TIC'S RESPONSIBILITY THAT ALL ITS SUBLICENSEES UNDERSTAND THAT SUCH ERRORS ARE INEVITABLE AND THAT IT IS . THE RESPONSIBILITY OF THE APPLICATION DEVELOPER TO PROVIDE FOR HANDLING SUCH ERRORS AND OF THE USER TO MONITOR THE SPEECH RECOGNITION PROCESS AND CORRECT ANY ERRORS. INSTITUTE SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING PERSONAL INJURY, RESULTING FROM ERRORS IN THE RECOGNITION MAPPING PROCESS.

BY INSTITUTE. The INSTITUTE will defend TIC TIS against a claim that an TIC TIS Product supplied hereunder infringes a U.S. or foreign patent or copyright, or other proprietary right of a third party, and the INSTITUTE will indemnify TIC TIS and hold it harmless from and against any loss, liability and any costs, expenses and reasonable attorneys' ’ fees finally awarded. TIC TIS shall prompt notify the INSTITUTE in writing of the claim, and the INSTITUTE shall have sole control of the defense and all related settlement negotiations, and TIC TIS shall provide the INSTITUTE complete information concerning the claim but any failure to provide prompt notice or information shall not impair TIC's TIS’s rights to indemnification hereunder except to the extent that such failure has materially prejudiced or materially delayed the INSTITUTE in defense of its claim. The INSTITUTE shall have the right to assume the defense of any claim against TIC TIS in connection with such violation or infringement. After notice from the INSTITUTE to TIC TIS of election to assume the defense thereof, the INSTITUTE will not be liable to TIC TIS for any legal or other expenses subsequently incurred by TIC TIS in connection with the defense thereof other than reasonable costs of investigation, unless incurred at the written request of the INSTITUTE, in which event such legal or other expenses shall be borne by the INSTITUTE. TIC TIS shall, however, have the right to participate in the defense and settlement of such claim being defended by the INSTITUTE through separate counsel at TIC's TIS’s expense. TIC TIS shall not be subject to any liability or restriction under any settlement entered into by the INSTITUTE without TIC's TIS’s prior written approval. a. The INSTITUTE shall have no obligation to TIC TIS under this Section if any claimed infringement is based upon: (i) use of any Mapping Technology delivered hereunder in connection or in combination with equipment, software or devices not supplied by the INSTITUTE; (ii) TIC's TIS’s use of a Mapping Technology in the practicing of any process or in a manner for which the Mapping Technology was not designed; or (iii) the INSTITUTE's ’s compliance with TIC's TIS’s designs, specifications or instructions. TIC TIS shall indemnify and hold the INSTITUTE harmless from and against any loss, cost or expense suffered or incurred in connection with any suit, claim or proceeding brought against the INSTITUTE so far as it is based on a claim that the manufacture or sale of any Mapping Technology delivered hereunder which has been either (1) modified, altered or combined with any product, software, or device not supplied by the INSTITUTE or (2) modified by the INSTITUTE in accordance with TIC's TIS’s designs, specifications or instructions, constitutes such an infringement because of any such modification, alteration or combination. The foregoing states the INSTITUTE's ’s entire liability for infringement by the INSTITUTE Technology furnished under this Agreement b. EXCEPT AS STATED ABOVE, THE INSTITUTE DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MAPPING TECHNOLOGY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE INSTITUTE SHALL IN NO EVENT SHALL THE INSTITUTE BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, PROFITS OR USE OF EQUIPMENT, OR FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE MAPPING TECHNOLOGY. c. IT IS ALSO UNDERSTOOD BY BOTH PARTIES TO THIS AGREEMENT THAT SPEECH RECOGNITION THE MAPPING TECHNOLOGY IS INHERENTLY A STATISTICAL PROCESS; THAT SPEECH RECOGNITION ERRORS ARE INHERENT IN THE PROCESS OF SPEECH RECOGNITIONMAPPING; THAT SPEECH RECOGNITION MAPPING APPLICATIONS AND USAGE MUST BE DESIGNED TO ALLOW FOR SUCH ERRORS IN THE SPEECH RECOGNITION MAPPING PROCESS; AND THAT IT IS TIC'S RESPONSIBILITY THAT ALL ITS SUBLICENSEES UNDERSTAND THAT SUCH ERRORS ARE INEVITABLE AND THAT IT IS . THE RESPONSIBILITY OF THE APPLICATION DEVELOPER TO PROVIDE FOR HANDLING SUCH ERRORS AND OF THE USER TO MONITOR THE SPEECH RECOGNITION PROCESS AND CORRECT ANY ERRORS. INSTITUTE SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING PERSONAL INJURY, RESULTING FROM ERRORS IN THE RECOGNITION MAPPING PROCESS.

BY INSTITUTE. INSTITUTE will defend TIC against a claim that an TIC Product supplied hereunder infringes a U.S. or foreign patent or copyright, or other proprietary right of a third party, and INSTITUTE will indemnify TIC and hold it harmless from and against any loss, liability and any costs, expenses and reasonable attorneys' fees finally awarded. TIC shall prompt notify INSTITUTE in writing of the claim, and INSTITUTE shall have sole control of the defense and all related settlement negotiations, and TIC shall provide INSTITUTE complete information concerning the claim but any failure to provide prompt notice or information shall not impair TIC's rights to indemnification hereunder except to the extent that such failure has materially prejudiced or materially delayed INSTITUTE in defense of its claim. INSTITUTE shall have the right to assume the defense of any claim against TIC in connection with such violation or infringement. After notice from INSTITUTE to TIC of election to assume the defense thereof, INSTITUTE will not be liable to TIC for any legal or other expenses subsequently incurred by TIC in connection with the defense thereof other than reasonable costs of investigation, unless incurred at the written request of INSTITUTE, in which event such legal or other expenses shall be borne by INSTITUTE. TIC shall, however, have the right to participate in the defense and settlement of such claim being defended by INSTITUTE through separate counsel at TIC's expense. TIC shall not be subject to any liability or restriction under any settlement entered into by INSTITUTE without TIC's prior written approval. a. INSTITUTE shall have no obligation to TIC under this Section if any claimed infringement is based upon: (i) use of any Mapping Technology delivered hereunder in connection or in combination with equipment, software or devices not supplied by INSTITUTE; (ii) TIC's use of a Mapping Technology in the practicing of any process or in a manner for which the Mapping Technology was not designed; or (iii) INSTITUTE's compliance with TIC's designs, specifications or instructions. TIC shall indemnify and hold INSTITUTE harmless from and against any loss, cost or expense suffered or incurred in connection with any suit, claim or proceeding brought against INSTITUTE so far as it is based on a claim that the manufacture or sale of any Mapping Technology delivered hereunder which has been either (1) modified, altered or combined with any product, software, or device not supplied by INSTITUTE or (2) modified by INSTITUTE in accordance with TIC's designs, specifications or instructions, constitutes such an infringement because of any such modification, alteration or combination. The foregoing states INSTITUTE's entire liability for infringement by INSTITUTE Technology furnished under this Agreement b. EXCEPT AS STATED ABOVE, INSTITUTE DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MAPPING TECHNOLOGY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INSTITUTE SHALL IN NO EVENT SHALL INSTITUTE BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, PROFITS OR USE OF EQUIPMENT, OR FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE MAPPING TECHNOLOGY. c. IT IS ALSO UNDERSTOOD BY BOTH PARTIES TO THIS AGREEMENT THAT SPEECH RECOGNITION THE MAPPING TECHNOLOGY IS INHERENTLY A STATISTICAL PROCESS; THAT SPEECH RECOGNITION ERRORS ARE INHERENT IN THE PROCESS OF SPEECH RECOGNITIONMAPPING; THAT SPEECH RECOGNITION MAPPING APPLICATIONS AND USAGE MUST BE DESIGNED TO ALLOW FOR SUCH ERRORS IN THE SPEECH RECOGNITION MAPPING PROCESS; AND THAT IT IS TIC'S RESPONSIBILITY THAT ALL ITS SUBLICENSEES UNDERSTAND THAT SUCH ERRORS ARE INEVITABLE AND THAT IT IS THE RESPONSIBILITY OF THE APPLICATION DEVELOPER TO PROVIDE FOR HANDLING SUCH ERRORS AND OF THE USER TO MONITOR THE SPEECH RECOGNITION PROCESS AND CORRECT ANY ERRORS. INSTITUTE SHALL IN NO EVENT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING PERSONAL INJURY, RESULTING FROM ERRORS IN THE RECOGNITION MAPPING PROCESS.