Copyrights & Patents. PROVIDER shall not provide to TDEM 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 TDEM 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 A&M System and TDEM, and their regents, officers, employees, representatives, agents, and students 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.
Appears in 5 contracts
Samples: Services Agreement, Services Agreement, Services Agreement
