Common use of Copyrights & Patents Clause in Contracts

Copyrights & Patents. [If Applicable]. PROVIDER shall not knowingly provide to the A&M System any materials or services that infringe any intellectual property, privacy, or other right of any party. If PROVIDER becomes aware of any possible infringement claims, PROVIDER shall immediately notify the A&M System in writing as to any judicial, administrative, or other action, suit, claim, investigation, or proceeding (each a “Proceeding”) alleging that any such material or service infringes any intellectual property, privacy, or other right. PROVIDER shall indemnify and defend The Texas A&M University System, and their regents, officers, employees, representatives, and agents against all: (a) amounts awarded in, or paid in settlement of, that Proceeding, including any interest, and (b) out-of-pocket expenses incurred in defending that Proceeding or in any related investigation or negotiation, including court costs, witness fees, and attorneys’ and other professionals’ fees and disbursements arising out of that Proceeding. If any such service or material becomes, or in PROVIDER’s reasonable opinion is likely to become, the subject of an infringement claim, PROVIDER may, at its option and expense, either (1) procure for the A&M System the right to continue exercising the rights licensed to the A&M System under this Agreement, or (b) replace or modify the service or material so that it becomes non-infringing and remains functionally equivalent. If neither of the foregoing options are, in PROVIDER’s reasonable opinion, commercially reasonable, PROVIDER may terminate this Agreement and promptly refund to the A&M System a prorated portion of any applicable prepaid Fees. This paragraph is not subject to Section 7 (Limitation of Liability) of the Agreement. The foregoing states the entire liability of PROVIDER and the sole and exclusive remedy for the A&M System with respect to any third party claim of infringement or misappropriation of intellectual property rights.

Copyrights & Patents. [If Applicable]. PROVIDER shall not knowingly provide to the A&M System any materials or services that infringe any intellectual property, privacy, or other right of any party. If PROVIDER becomes aware of any possible infringement claims, PROVIDER shall immediately notify the A&M System in writing as to any judicial, administrative, or other action, suit, claim, investigation, or proceeding (each a “Proceeding”) alleging that any such material or service infringes any intellectual property, privacy, or other right. PROVIDER shall indemnify and defend The Texas A&M University System, and their regents, officers, employees, representatives, and agents against all: (a) amounts awarded in, or paid in settlement of, that Proceeding, including any interest, and (b) out-of-pocket expenses incurred in defending that Proceeding or in any related investigation or negotiation, including court costs, witness fees, and attorneys’ and other professionals’ fees and disbursements arising out of that Proceeding. If any such service or material becomes, or in PROVIDER’s reasonable opinion is likely to become, the subject of an infringement claim, PROVIDER may, at its option and expense, either (1) procure for the A&M System the right to continue exercising the rights licensed to the A&M System under this Agreement, or (b) replace or modify the service or material so that it becomes non-infringing and remains functionally equivalent. If neither of the foregoing options are, in PROVIDER’s reasonable opinion, commercially reasonable, PROVIDER may terminate this Agreement and promptly refund to the A&M System a prorated portion of any applicable prepaid Fees. This paragraph is not subject to Section 7 (Limitation of Liability) of the Agreement. The foregoing states the entire liability of PROVIDER and the sole and exclusive remedy for the A&M System with respect to any third third-party claim of infringement or misappropriation of intellectual property rights.

Copyrights & Patents. [If Applicable]. PROVIDER shall not knowingly provide to the A&M System any materials or services that infringe any intellectual property, privacy, or other right of any party. If PROVIDER becomes aware of any possible infringement claims, PROVIDER shall immediately notify the A&M System in writing as writing. As to any judicial, administrative, or other action, suit, claim, investigation, or proceeding (each a “Proceeding”) alleging that any such material or service infringes any intellectual property, privacy, or other right. , PROVIDER shall indemnify and defend The Texas A&M University System, and their regents, officers, employees, representatives, and agents those Indemnitees against all: (a) amounts awarded in, or paid in settlement of, that Proceeding, including any interest, and (b) out-of-pocket expenses incurred in defending that Proceeding or in any related investigation or negotiation, including court costs, witness fees, and attorneys’ and other professionals’ fees and disbursements arising out of that Proceeding. If any such service or material becomes, or in PROVIDER’s reasonable opinion is likely to become, the subject of an infringement claim, PROVIDER may, at its option and expense, either (1) procure for the A&M System the right to continue exercising the rights licensed to the A&M System under this Agreement, or (b) replace or modify the service or material so that it becomes non-infringing and remains functionally equivalent. If neither of the foregoing options are, in PROVIDER’s reasonable opinion, commercially reasonable, PROVIDER may terminate this Agreement and promptly refund to the A&M System a prorated portion of any applicable prepaid Fees. This paragraph is not subject to Section 7 (Limitation of Liability) of the Agreement. The foregoing states the entire liability of PROVIDER and the sole and exclusive remedy for the A&M System with respect to any third party claim of infringement or misappropriation of intellectual property rights.

Copyrights & Patents. [If Applicable]. PROVIDER shall not knowingly provide to the A&M System any materials or services that infringe any intellectual property, privacy, or other right of any party. If PROVIDER becomes aware of any possible infringement claims, PROVIDER shall immediately notify the A&M System in writing as writing. As to any judicial, administrative, or other action, suit, claim, investigation, or proceeding (each a “Proceeding”) alleging that any such material or service infringes any intellectual property, privacy, or other right. , PROVIDER shall indemnify and defend The Texas A&M University System, and their regents, officers, employees, representatives, and agents those Indemnitees against all: (a) amounts awarded in, or paid in settlement of, that Proceeding, including any interest, and (b) out-of-pocket expenses incurred in defending that Proceeding or in any related investigation or negotiation, including court costs, witness fees, and attorneys’ and other professionals’ fees and disbursements arising out of that Proceeding. To the extent permitted by the Constitution and laws of the State of Texas, PROVIDER’s liability for any Proceeding under this Section shall not exceed PROVIDER’s minimum required insurance coverage limits contained herein. If any such service or material becomes, or in PROVIDER’s reasonable opinion is likely to become, the subject of an infringement claim, PROVIDER may, at its option and expense, either (1) procure for the A&M System the right to continue exercising the rights licensed to the A&M System under this Agreement, or (b) replace or modify the service or material so that it becomes non-infringing and remains functionally equivalent. If neither of the foregoing options are, in PROVIDER’s reasonable opinion, commercially reasonable, PROVIDER may terminate this Agreement and promptly refund to the A&M System a prorated portion of any applicable prepaid Fees. This paragraph is not subject to Section 7 (Limitation of Liability) of the Agreement. The foregoing states the entire liability of PROVIDER and the sole and exclusive remedy for the A&M System with respect to any third party claim of infringement or misappropriation of intellectual property rights.

Copyrights & Patents. [If Applicable]. PROVIDER shall not knowingly provide to the A&M System any materials or services that infringe any intellectual property, privacy, or other right of any party. If PROVIDER becomes aware of any possible infringement claims, PROVIDER shall immediately notify the A&M System in writing as to any judicial, administrative, or other action, suit, claim, investigation, or proceeding (each a “Proceeding”) alleging that any such material or service infringes any intellectual property, privacy, or other right. PROVIDER shall indemnify and defend The Texas A&M University System, and their regents, officers, employees, representatives, and agents against all: (a) amounts awarded in, or paid in settlement of, that Proceeding, including any interest, and (b) out-of-pocket expenses incurred in defending that Proceeding or in any related investigation or negotiation, including court costs, witness fees, and attorneys’ and other professionals’ fees and disbursements arising out of that Proceeding. If any such service or material becomes, or in PROVIDER’s reasonable opinion is likely to become, the subject of an infringement claim, PROVIDER may, at its option and expense, either (1) procure for the A&M System the right to continue exercising the rights licensed to the A&M System under this Agreement, or (b) replace or modify the service or material so that it becomes non-infringing and remains functionally equivalent. If neither of the foregoing options are, in PROVIDER’s reasonable opinion, commercially reasonable, PROVIDER may terminate this Agreement and promptly refund to the A&M System a prorated portion of any applicable prepaid Fees. This paragraph is not subject to Section 7 (Limitation of Liability) of the Agreement. The foregoing states the entire liability of PROVIDER and the sole and exclusive remedy for the A&M System with respect to any third party claim of infringement or misappropriation of intellectual property rights.

Copyrights & Patents. [If Applicable]. PROVIDER shall not knowingly provide to the A&M System any materials or services that infringe any intellectual property, privacy, or other right of any party. If PROVIDER becomes aware of any possible infringement claims, PROVIDER shall immediately notify the A&M System in writing as to any judicial, administrative, or other action, suit, claim, investigation, or proceeding (each a “Proceeding”) alleging that any such material or service infringes any intellectual property, privacy, or other right. PROVIDER shall indemnify and defend The Texas A&M University System, and their regents, officers, employees, representatives, and agents against all: (a) amounts awarded in, or paid in settlement of, that Proceeding, including any interest, and (b) out-of-pocket expenses incurred in defending that Proceeding or in any related investigation or negotiation, including court costs, witness fees, and attorneys’ and other professionals’ fees and disbursements arising out of that Proceeding. If any such service or material becomes, or in PROVIDER’s reasonable opinion is likely to become, the subject of an infringement claim, PROVIDER may, at its option and expense, either (1) procure for the A&M System the right to continue exercising the rights licensed to the A&M System under this Agreement, or (b) replace or modify the service or material so that it becomes non-infringing and remains functionally equivalent. If neither of the foregoing options are, in PROVIDER’s reasonable opinion, commercially reasonable, PROVIDER may terminate this Agreement and promptly refund to the A&M System a prorated portion of any applicable prepaid Fees. This paragraph is not subject to Section 7 10(F)7 (Limitation of Liability) of the Agreement. The foregoing states the entire liability of PROVIDER and the sole and exclusive remedy for the A&M System with respect to any third third-party claim of infringement or misappropriation of intellectual property rights.