Defence of infringement claims Sample Clauses

Defence of infringement claims. The Supplier shall defend the Customer against any claims relating to the infringement of intellectual property rights such as copyright, patent or trademark rights arising from the use of the Software or the Work Products in compliance with the contractual agreements, provided the Customer - notifies the Supplier in writing within ten (10) calendar days of the actual or alleged infringement of intellectual property rights; - provides the Supplier with all the information required to settle the claim, together with all reasonable cooperation and support; - gives the Supplier the sole authority to conduct the legal case and settle the claim in court or out-of-court. Under the above conditions, the Supplier shall conduct the legal case at its own expense. Should the intellectual property rights of third parties be violated, or should the Supplier regard such infringement as likely, the Supplier may choose to obtain for the Customer the right to continue to use the Software or the Work Products, to replace or modify them so that they become non- infringing, or to withdraw from the Agreement and reimburse the portion of the Subscription Fee paid since the Customer reported the infringement claim. The foregoing states the Supplier’s entire warranty with respect to any infringement claims.

Defence of infringement claims. (a) If a Third Party asserts, whether raised directly or by way of counterclaim or affirmative defence, that any Intellectual Property Rights owned by it is infringed by either party’s performance of its obligations under this agreement or by the manufacture, use, offer for sale, sale or importation of any ATL1103 Product in the Territory, or the proposed manufacture, use or sale of any ATL1103 Product in the Territory, or if a party otherwise becomes aware of a potential infringement of a Third Party IP Rights (each, an Infringement Claim), the party first having knowledge of such an Infringement Claim shall promptly provide the other party with notice of same and the related facts in reasonable detail.

Defence of infringement claims. 7.7.1. Each Party shall promptly notify the other Party in writing of any allegation by a Third Party in the Territory that the making, having made, using, selling or offering for sale or importing of any Licensed Product, or the conduct of any activities under this Agreement infringe or misappropriate or may infringe or misappropriate the Intellectual Property Rights of such Third Party (a “Third Party Infringement Claim”). The Patent Liaisons shall discuss which Party shall defend the Third Party Infringement Claim, and absent mutual agreement otherwise, each Party shall have the right to control the defence of any such Third Party Infringement Claim brought against it in the Territory, by counsel of its own choice. If a Third Party Infringement Claim is brought against one Party (the “Defending Party”) but not the other Party, the non-Defending Party shall have the right, at its own expense, to be represented in such Third Party Infringement Claim by counsel of its own choice, at its own expense.

Defence of infringement claims. (a) Upon notification of any claim under item 5.1(b), the parties will confer as to what steps, if any, are to be taken to defend the claim and must use reasonable efforts to take any steps to defend the claim agreed between them.

Defence of infringement claims. During the term of this Agreement, the Licensor shall indemnify and hold harmless the Licensee and will defend at its own expense any action brought against the Licensee which is based on a claim that the Technology infringes, misappropriates or violates any intellectual property right or proprietary right (a "Claim") and the Licensor will pay any costs, settlements, damages and legal fees finally awarded against the Licensee with respect to such Claim, provided that the Licensee notifies the Licensor promptly in writing of the Claim, permits the Licensor fully to control the defense of the Claim, and does not agree to any settlement of the Claim without the Licensor's written consent. Licensor's obligations under this section shall apply to Claims based solely on the infringement of the Technology and shall not extend to any Licensee Improvements made thereto. The Licensee shall not consent to any judgement or enter into any settlement of a Claim or do anything in connection therewith which could affect the validity of, or Licensor's title to or interest in the Technology, without the Licensor's prior written consent. The Licensee agrees to assist the Licensor in defending all Claims. In the event that any Claims arise as a result of any Licensee Improvement, the Licensee shall indemnify and hold harmless the Licensor against any and all damages, settlement costs and expenses (including reasonable legal fees) suffered or incurred by the Licensor in respect thereof. This section 6.1 states the entire obligations of the Licensor and the sole remedies of the Licensee with respect to any claim pertaining to the infringement, misappropriation or violation of an intellectual property right or proprietary right related to the Technology.

Defence of infringement claims. 10.1 NCR will defend at its expense any claim or suit brought against the Customer alleging that any Product infringes a patent, copyright or trade secret and will pay all costs and damages finally awarded, if the Customer promptly notifies NCR of the claim and gives NCR;