Defense Against Infringement Claims. Licensor and Licensee shall each take various necessary and reasonable actions with a view to avoiding infringement of other Person’s intellectual property rights as a result of Licensee’s use of the Licensed Trademarks in accordance with this Contract. To the extent possible, Licensor agrees to defend Licensee from and against third Person trademark infringement claims arising from Licensee’s use of the Licensed Trademarks in accordance herewith (the “Infringement Claims”) or direct the defense of the Infringement Claims by Licensee, subject to the following:
(a) upon the occurrence of any Infringement Claims, Licensee shall give Licensor immediate written notice thereof and afford Licensor the opportunity to defend the same, at its own expense, through counsel of its own choice, and shall not challenge the ownership right of Licensor in and to the Licensed Trademarks causing damage to Licensor’s rights with respect to the Licensed Trademarks; and
(b) Licensee shall cooperate with and assist Licensor in the defense of the Infringement Claims, including, among other things, furnishing relevant evidence and testimony necessary or helpful in such defense, or defend against such claims at the direction of Licensor, in each case at Licensee’s own expense.
Defense Against Infringement Claims. Licensor and the Company shall cooperate to diligently defend the Company, and, if applicable, Licensor, against any third party infringement claims, demands or actions relating to the Licensed Intellectual Property in the Territory (“Third Party Infringement Claims”).
Defense Against Infringement Claims. Licensor and the Company shall cooperate to diligently defend the Company, and, if applicable, Licensor, against any third party infringement claims, demands or actions relating to the Licensed Intellectual Property in the Territory (“Third Party Infringement Claims”).
(a) Licensor shall have the primary right, but not the obligation, to defend any Third Party Infringement Claims insofar as they relate to Licensed Intellectual Property, at its expense for all out-of-pocket Costs and such other Costs as the Parties may agree in writing. The Company agrees to cooperate with Licensor, at the Company's expense for Costs, with respect to the foregoing. The Company shall have the right to participate and be represented in any such Third Party Infringement Claim by its own counsel at its own expense. The Company shall have no claim of any kind against Licensor based on or arising from Licensor's handling of or decisions concerning any such Third Party Infringement Claim, or any settlement or compromise thereof, and the Company hereby irrevocably releases Licensor from any such claim.
(b) If Licensor does not exercise the option in Section 4.4(a), or if the Third Party Infringement Claim does not challenge Licensor's rights in the Licensed Intellectual Property, the Company may defend or otherwise resolve such Third Party Infringement Claim. Notwithstanding the foregoing, Licensor may intervene in the defense of such Infringement Claim at any time at its own expense.
(c) Licensor shall, at its sole discretion, approve any settlement that involves or affects the Licensed Intellectual Property. Except as otherwise set forth in this Section 4.4, each Party shall bear its own Costs incurred by it in complying with this provision, including, without limitation, those incurred in defending, bringing or controlling any such suits, actions or other proceedings.
Defense Against Infringement Claims. In any claim, action, suit or legal arbitration, mediation or other proceedings, Supplier, at Supplier's expense, shall indemnify, defend and hold harmless Megatel, its directors, officers, agents, employees, successors and permitted assigns, against any claim that Supplier's Equipment and Services supplied hereunder (collectively, the "INDEMNIFIED EQUIPMENT") infringes any patent or copyright, trademark, trade secret or other tangible or intangible property right, whether of the United States or Brazil or recognized in either (collectively, "PROPRIETARY RIGHTS") by reason of Megatel's use of such Indemnified Equipment in furnishing telecommunication services in accordance with the Specifications. Megatel shall provide information and assistance reasonably requested by Supplier in defending such claim, action, suit, legal arbitration, mediation or other proceeding. Supplier shall indemnify, defend and hold harmless Megatel, its officers, agents, employees, Subcontractors, successors and permitted assigns against any and all Losses reasonably and actually incurred by Megatel on account of such alleged infringement or violation.
Defense Against Infringement Claims. Subject to the penultimate sentence of this paragraph, DebtResolve shall defend and hold harmless Client from and against any infringement claims, demands or actions by a third party relating to the use of the Customized Solution in the Licensed Field and Licensed Territory (“Third Party Infringement Claims”). Client agrees to cooperate with DebtResolve with respect to the foregoing. Client shall have no claim of any kind against DebtResolve based on or arising from DebtResolve’s handling of or decisions concerning any such Third Party Infringement Claim, or any settlement or compromise thereof, and Client hereby irrevocably releases DebtResolve from any such claim. DebtResolve shall have no obligation pursuant to this Section 5 in connection with any claim that arises because of (i) any modification or enhancement to the Customized Solution other than by DebtResolve; (ii) specifications required by Client or materials provided by Client that are included in the Customized Solution (including, without limitation, the Customized Solution Database, Terms of Use, Client Trademarks, Client Copyrightable Materials and privacy policy); (iii) use of the Customized Solution in any way other than as intended and permitted by the Agreement, or (iv) Client’s failure to use a work-around or substitute made available by DebtResolve for the Intellectual Property at issue. In the case of any claim arising by reason identified in the immediately preceding subsections (i), (ii), (iii) or (iv), Client will defend, indemnify and hold DebtResolve harmless from any such claims.
Defense Against Infringement Claims. In the event an action is brought against the Licensee with respect to use hereunder of, or otherwise relating to, the CSL Licensed IP, Licensor shall have the primary right, but not the obligation, to defend such suits. In the event that Licensor elects not to exercise this right, Licensee shall have the right to defend such suit, at Licensee’s sole expense, provided that Licensee shall take no action and make no statement or admission in connection therewith that could adversely affect such suit, Licensor or the CSL Licensed IP without Licensor’s prior written consent. The Licensor shall have the right to participate and be represented in any such action, suit or proceeding by its own counsel at its own expense.
Defense Against Infringement Claims. Textron and C&A Products shall cooperate to diligently defend against any third party infringement claims, demands or actions involving the Licensed-Back IP (each, an "Infringement Claim"). As between the parties, the party whose Use of the Licensed-Back IP is the subject of the Infringement Claim (the "Defending Party") shall defend such Infringement Claim at its own expense. Any settlement or compromise concerning any such Infringement Claim shall be subject to the approval of the non-Defending Party, which approval shall not be withheld unreasonably.
Defense Against Infringement Claims. In any claim, action. suit or legal, arbitration, mediation or other proceedings, Ericsson, at Ericsson's expense. shall defend TeleNorte, its directors, officers. agents and employees, against any claim that Products, including Software, supplied hereunder, (collectively, the "Indemnified Products") infringes any patent or copyright. trademark, trade secret or other tangible or intangible property right, whether Brazilian or foreign, which is recognized or the judgment of which is enforceabe in the in Brazil (collectively, "Proprietary Rights"), by reason of their use in furnishing cellular services in accordance with Ericsson's specifications provided that (i) TeleNorte notifies Ericsson in writing of the claim, promptly, but no later than thirty (30) days after TeleNorte has received written notice of such claim, (ii) Ericsson has sole control of the defense, including appeals, and all related settlement negotiations, and (iii) upon Ericsson's request, TeleNorte gives Ericsson information and reasonable assistance for the defense. TeleNorte may, at its sole cost, engage counsel to confer with Ericsson in connection with any such claim. Ericsson shall reimburse TeleNorte its actual reasonable costs for personnel (including legal counsel) or resources engaged in providing information or assistance requested by Ericsson. Ericsson shall indemnify and hold harmless TeleNorte, its officers, agents and employees against any such claims, demands, causes of action, costs, expenses, liabilities, damages or losses, finally awarded against TeleNorte by a court of law, agreed to in settlement or awarded by any other body or person authorized under law or contract to award such damages on account of such alleged infringement or violation.
Defense Against Infringement Claims. If a Third Party makes a claim that the manufacture, use, sale, offer to sell or import of Distribution Product infringes or misappropriates any Patents or Know-How of such Third Party, then, without limiting any other rights or remedies of either Party hereunder, the Parties will meet and discuss such claim. The defense of such claim, absent further agreement of the Parties, will be jointly controlled by the Parties.
Defense Against Infringement Claims. A. Customer agrees to notify Sprinticket immediately, without any delay, of any action or claim alleging that the Products or Customer's use of the Products violates the trade secret, trademark, copyright, patent, or other proprietary rights of any other party, and further agrees to cooperate with Sprinticket in the investigation and resolution thereof.
B. If Sprinticket is so notified, Sprinticket shall defend Customer against any and all such claims at its expense and shall pay any costs and damages awarded therein; provided that Sprinticket shall have sole control of the defense of any such action and all negotiations for its settlement or compromise.
C. Subject to the limitations in Sections 5.07, 5.13, and 5.15 of this Agreement, Sprinticket shall indemnify and hold Customer harmless from any liability damage, costs, or other loss incurred by Customer in connection with such claims.
D. Sprinticket shall not indemnify Customer against any claim, costs, or liability based on Customer's modification or conversion of the Equipment or Software and/or the subsequent use of that modification or conversion. Sprinticket shall not have any liability to Customer if the infringement or violation, or the claim thereof, is based upon the use of Products in combination with other equipment or software not provided by Sprinticket pursuant to Schedule A.
E. At any time during the course of any litigation arising out of a claim that a Product infringes a patent or copyright or other proprietary right, or, if in Sprinticket's opinion, a Product is likely to become the subject of such a claim, Sprinticket may, at its option and expense, either procure for Customer the right to continue using the Product, replace or modify the Product so that it becomes non-infringing, or grant Customer a credit or cash refund for the Product as depreciated and accept its return. The depreciation shall be an equal amount per year over the lifetime of the Product as established by Sprinticket.
