Dell Intellectual Property Indemnity Sample Clauses

Dell Intellectual Property Indemnity. Dell will: (a) defend Partner against any third party claim that Offerings (but excluding Third Party Products, any Products provided for evaluation or without charge, and open source software) infringe that Party’s patent, copyright or trade secret enforceable in the country where Partner purchased the Product from Dell (“Claim” or “Dell Indemnified Claim”); and (b) indemnify Partner by paying: (1) the resulting costs and damages finally awarded against Partner by a court of competent jurisdiction to the extent that such are the result of the third party Claim; or (2) the amounts stated in a written settlement negotiated and approved by Dell. In addition, should any Offering become, or in Dell’s opinion be likely to become, the subject of such a Claim, Dell may, at its expense and in its discretion: (a) obtain a right for Partner to continue using the affected Offering; (b) modify the affected Offering to make them non-infringing; (c) replace the affected Offering with non-infringing substitutes; (d) provide a reasonable depreciated or pro rata refund for the affected Product; or (e) discontinue the Support Services or Subscriptions and refund the portion of any prepaid Support Service fees or Subscription fees that correspond to the period of Support Services or Subscriptions discontinuance. Except as otherwise provided by applicable law, this Dell Indemnity section states Partner’s exclusive remedies for any third party intellectual property claim relating to Offerings, and nothing in this Agreement or elsewhere will obligate Dell to provide any greater indemnity.
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Dell Intellectual Property Indemnity. Dell will: (a) defend Partner against any third party claim that Offerings (but excluding Third Party Products, any Products provided for evaluation or without charge, and open source software) infringe that Party’s patent, copyright or trade secret enforceable in the country where Partner purchased the Product from Dell (“Claim” or “Dell Indemnified Claim”); and (b) indemnify Partner by paying:
Sample 1

Related to Dell Intellectual Property Indemnity

  • Intellectual Property Indemnity To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and agents harmless from against any and all Claims resulting from allegations of infringement of any patents, copyrights, trade secret, or similar intellectual property rights covering the Goods or Services provided, or the use of the Goods or Services under this Master Contract. If Purchaser’s use of Goods or Services provided by Contractor is enjoined based on an intellectual property infringement Claim, Contractor shall, at its own expense, either procure for Purchaser the right to continue using the Goods or Services or, after consulting with Purchaser and obtaining Purchaser’s consent, replace or modify the Goods or Services with substantially similar and functionally equivalent non-infringing Goods or Services.

  • Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.

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