By Partner. Partner warrants that it will: (i) perform its obligations hereunder and otherwise conduct its business in a manner that reflects favorably upon ALTURA, the Solutions and the Marks; and (ii) refrain from deceptive, misleading or unethical business practices of any kind.
By Partner. Partner represents, warrants and covenants to Mod9 that: (i) it will not attempt to reverse engineer, decrypt, disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code in Mod9’s Software; and (ii) it will take all action reasonably necessary, and at least the same precautions as it would take to safeguard its own similarly valued proprietary and Confidential Information to secure Mod9’s Confidential Information against theft, loss or unauthorized disclosure.
By Partner. Partner will, at its own expense, defend Epicor and its Affiliates and suppliers and their directors, officers and employees (each, an “Epicor Indemnified Party” or “Indemnified Party”) against any Claim, and shall indemnify and hold harmless the Epicor Indemnified Parties from and against any damages, costs (including by not limited to reasonable attorney fees and costs) or amounts agreed to in a monetary settlement, arising out of or in connection with such Claim, to the extent the Claim is made or brought as a result of (i) Partner’s unauthorized use or distribution of the Products, (ii) Partner’s performance of Services to Customers, (iii) any representation or warranty made by Partner to any third party that was not authorized by Epicor or otherwise not in compliance with Epicor’s express warranties respecting the Products, or (iv) any failure by Partner to comply with Section 11 (Regulatory Agreements) or with any other law or regulation applicable to its obligations or activities under this Agreement.
By Partner. If a third-party makes a claim against Liongard which claims that (i) any part of the Partner Data violates a law or infringes or violates that party's patent, copyright or other right, or (ii) there is an issue with the service that Partner is providing its customer (including installation or patching of the Service’s Software agent), then Partner will (i) defend Liongard against that claim at Partner’s expense and
By Partner. Partner agrees to indemnify and hold harmless MyFormulary, its officers, governors, owners, successors and assigns (the “MyFormulary Indemnified Parties”) from any and all loss, damage, liability, cost or expense (including reasonable attorney’s fees) which the MyFormulary Indemnified Parties may incur or suffer as a result of any claim arising out of:
i. The breach by Partner of this Agreement;
ii. Any wrongful act or omission of Partner pursuant to this Agreement; or
By Partner. Partner will defend, indemnify and hold Arctic Wolf harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with any claims or causes of action against Arctic Wolf arising out of (a) any representations or warranties or any misrepresentation provided by Partner or its representatives relating to or concerning the Solutions; (b) a breach of any obligation of Partner set forth this Agreement; (c) any marketing, use or other exploitation of the Solutions, or (d) Partner’s breach of any agreement or obligation with a Customer pertaining to the Solutions. Arctic Wolf will (i) promptly give written notice of the Claim to Partner; (ii) give Partner sole control of the defense and settlement of the Claim (provided that Partner may not settle any claim or cause of action unless it unconditionally releases Arctic Wolf of all liability other than the payment of amounts to be covered by Partner hereunder); and (iii) provides to Partner all reasonable assistance, at Partner’s request and expense.
By Partner. Partner will indemnify, defend, and hold harmless Bark from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of: (i) a claim that Partner Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; (ii) any deficiency (including penalties and interest) relating to Taxes that are the responsibility of Partner; or (iii) failure to require a Customer to enter into a Customer Agreement and/or require a Customer to accept and agree to be bound by the Bark TOS.
By Partner. Partner will indemnify and hold harmless ImmunoGen and its Affiliates, and their respective directors, officers, employees, successors, heirs and assigns, and agents (individually and collectively, the “ImmunoGen Indemnitees”) from and against all Losses incurred in connection with any Third Party Claims to the extent arising from or relating to (a) the Exploitation of the Licensed Products by or on behalf of Partner or any of its Affiliates, Sublicensees, or Subcontractors, including product liability ([***]) and intellectual property claims arising from such Exploitation, (b) the negligence or willful misconduct of Partner or any of its Affiliates, Sublicensees, or Subcontractors, (c) Partner’s breach of any of its representations, warranties, covenants, or obligations set forth in or entered into pursuant to this Agreement, (d) the failure of Partner or any of its Affiliates, Sublicensees, or Subcontractors to abide by any Applicable Law, (e) any claim or demand from any employee or contractor of Partner or its Affiliate who is an inventor of any Product Invention Technology or Joint Collaboration Technology with respect to the ownership thereof, or (f) the holding by ImmunoGen of any Regulatory Submissions, Regulatory Approvals, or Reimbursement Approvals on behalf of Partner, in each case of clauses (a) through (f) above, except to the extent such Third Party Claims arise out of a ImmunoGen Indemnitee’s negligence or willful misconduct, breach of this Agreement, failure to abide by any Applicable Law, or to the extent otherwise indemnifiable by ImmunoGen under Section 13.2 (By ImmunoGen).
By Partner. (a) Partner Client Software. Partner shall have the right and license to ----------------------- market, promote, license and distribute the Partner Client Software bundled with the RMA Player both physically and electronically in all channels of distribution, including from Partner's web site, and including but not limited to CD-ROM installation disks and/or third party OEM disks. Such bundle may, in Partner's discretion, contain other Partner software. Such distribution right shall be for the latest versions of the RMA Player released by RN during the Term and shall be free of any royalty obligation. Partner's Authorized Distributors shall have the right and license to market promote, license and distribute the Partner Client Software both physically and electronically in all channels of distribution, including from Partner's web site, and including but not limited to CD-ROM installation disks and/or third party OEM disks. End users who license, acquire or purchase the Partner Client Software and RMA Player during the Term shall have the right to use the same in perpetuity. Partner Client Software shall be distributed by RN in accordance with Section 3.2(a). Partner may include a link offering or promoting the Partner Client Software from the Partner website to a hidden link on a RN website from which the Partner Client Software may be downloadable, and may promote the Partner Client Software on Partner's website.
By Partner. Company acknowledges and agrees that, as between Company and Partner, Partner owns and shall own all right, title, and interest in and to the Partner Content (and all upgrades, improvements, or modifications to the Partner Content that are made during the course of this Agreement or thereafter) and the Intellectual Property Rights therein and thereto, and nothing in this Agreement will confer on Company any right of ownership or interest in the Partner Content. In the event ownership of any of the Partner Content or modifications thereto vests in Company, Company hereby assigns to Partner all its right, title and interest in and to all intellectual property and other rights (and where relevant such assignment is by present assignment of a future interest in copyright) in the foregoing, and waives any and all moral rights in the foregoing to which it may now or in the future be entitled under the laws of any jurisdiction.
