CareNav. CareNav agrees to defend, indemnify and hold harmless Acquisition and Synergistic from and against any and all loss, liability and expense (including reasonable attorneys’ fees) suffered or incurred by reason of any claims, proceedings or suits brought by a third party against Acquisition and Synergistic to the extent based on, arising out of or resulting from any claim that any of the Software, as of and prior to the Closing, infringes upon any U.S. patent, copyright or trade secret rights of a third party. Notwithstanding the foregoing, CareNav will have no obligation under this Section 6.1 or otherwise with respect to any infringement claim based upon (a) any subsequent use of Software, the CareNav Property or Developments, (b) any use of Software or Developments in combination with other products, equipment, software or data not contemplated by this Agreement, where use of the Software or Developments alone would not have been infringing; or (c) any modification of the Software, the CareNav Property or Developments by any person other than CareNav, unless authorized by CareNav in writing.
Appears in 3 contracts
Samples: Technology Purchase Agreement (Accelera Innovations, Inc.), Technology Purchase Agreement (Accelera Innovations, Inc.), Technology Purchase Agreement (Accelera Innovations, Inc.)
CareNav. CareNav agrees to defend, indemnify and hold harmless Acquisition and Synergistic from and against any and all loss, liability and expense (including reasonable attorneys’ fees) suffered or incurred by reason of any claims, proceedings or suits brought by a third party against Acquisition and Synergistic to the extent based on, arising out of or resulting from any claim that any of the Software, as of and prior to the Closing, infringes upon any U.S. patent, copyright or trade secret rights of a third party. Notwithstanding the foregoing, CareNav will have no obligation under this Section 6.1 or otherwise with respect to any infringement claim based upon (a) any subsequent use of Software, the CareNav Property or Developments, (b) any use of Software or Developments in combination with other products, equipment, software or data not contemplated by this Agreement, where use of the Software or Developments alone would not have been infringing; or (c) any modification of the Software, the CareNav Property or Developments by any person other than CareNav, unless authorized by CareNav in writing. 6.2.
Appears in 1 contract
Samples: Licensing Agreement
