Disclaimer of Warranty; Limitation of Liability; Indemnification. 8.1 THE RICE INTELLECTUAL PROPERTY, AND ANY OTHER INFORMATION OR TECHNOLOGY PROVIDED BY RICE AND USED IN THE MANUFACTURE, USE, IMPORT, SALE, OFFER FOR SALE, LEASE, OR OTHER TRANSFER OF RICE LICENSED PRODUCT(S) ARE PROVIDED ON AN “AS IS” BASIS AND RICE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, XXXX MAKES NO REPRESENTATIONS OR WARRANTIES (I) OF COMMERCIAL UTILITY, (II) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR (III) THAT THE USE OF THE RICE INTELLECTUAL PROPERTY, OR RICE LICENSED PRODUCT(S) WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY OR PROPERTY RIGHTS OF OTHERS. 8.2 IN NO EVENT SHALL RICE BE LIABLE TO LICENSEE, LICENSEE'S SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO ANY CLAIM (I) ARISING FROM THE USE OF THE RICE INTELLECTUAL PROPERTY, (II) ARISING FROM THE MANUFACTURE, USE, IMPORT, OR SALE OR OFFER FOR SALE, LEASE OR OTHER TRANSFER OF RICE LICENSED PRODUCT(S), (III) FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR (IV) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND. 8.3 LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS RICE, ITS TRUSTEES, OFFICERS, AGENTS, SUBCONTRACTORS, STUDENTS AND EMPLOYEES (INDIVIDUALLY, AN “INDEMNIFIED PARTY”, AND COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FOR, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, ACTION, CLAIM OR EXPENSE SUFFERED OR INCURRED BY THE INDEMNIFIED PARTIES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND OTHER COSTS AND EXPENSES OF LITIGATION) (INDIVIDUALLY, A “LIABILITY”, AND COLLECTIVELY, THE “LIABILITIES”) BASED UPON, ARISING OUT OF, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION RELATING TO PRODUCT LIABILITY CONCERNING ANY BREACH OF THIS AGREEMENT BY LICENSEE, USE OF THE RICE PATENT RIGHTS GRANTED UNDER THIS AGREEMENT BY LICENSEE, OR RICE LICENSED PRODUCT MANUFACTURED,, USED, IMPORTED, SOLD OR OFFERED FOR SALE, LEASED, TRANSFERRED OR OTHERWISE DISPOSED OF PURSUANT TO ANY RIGHT OR LICENSE GRANTED UNDER THIS AGREEMENT. 8.4 The Indemnified Party shall promptly notify Licensee of any claim or action giving rise to Liabilities. Licensee shall have the right to defend any such claim or action, at its cost and expense with attorneys satisfactory to Rice. Licensee shall not settle or compromise any such claim or action in a manner that imposes any restrictions or obligations on Rice or grants any rights to the Rice Intellectual Property or Rice Licensed Product(s) without Xxxx'x prior written consent. If Licensee fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, or if representation of such Indemnified Party by the counsel retained by Licensee would be inappropriate because of actual or potential differences in the interests of such Indemnified Party or any other party represented by such counsel, Xxxx may assume the defense of such claim or action for the account and at the risk of Licensee, and any liabilities related thereto shall be conclusively deemed a liability of Licensee. Licensee shall pay promptly to the Indemnified Party any Liabilities to which the foregoing indemnity relates, as incurred. The indemnification rights of Rice or any other Indemnified Party contained herein are in addition to all other rights which Rice or such other Indemnified Party may have at law or in equity or otherwise.
Appears in 3 contracts
Samples: License Agreement (Quantum Materials Corp.), License Agreement (Quantum Materials Corp.), License Agreement (Quantum Materials Corp.)
Disclaimer of Warranty; Limitation of Liability; Indemnification. 8.1 THE RICE INTELLECTUAL PROPERTY, AND ANY OTHER INFORMATION OR TECHNOLOGY PROVIDED BY RICE AND USED IN THE MANUFACTURE, USE, IMPORT, SALE, OFFER FOR SALE, LEASE, OR OTHER TRANSFER OF RICE LICENSED PRODUCT(S) ARE PROVIDED ON AN “AS IS” BASIS AND RICE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, XXXX RICE MAKES NO REPRESENTATIONS OR WARRANTIES (I) OF COMMERCIAL UTILITY, (II) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR (III) THAT THE USE OF THE RICE INTELLECTUAL PROPERTY, OR RICE LICENSED PRODUCT(S) WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY OR PROPERTY RIGHTS OF OTHERS.
8.2 IN NO EVENT SHALL RICE BE LIABLE TO LICENSEE, LICENSEE'S SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO ANY CLAIM (I) ARISING FROM THE USE OF THE RICE INTELLECTUAL PROPERTY, (II) ARISING FROM THE MANUFACTURE, USE, IMPORT, OR SALE OR OFFER FOR SALE, LEASE OR OTHER TRANSFER OF RICE LICENSED PRODUCT(S), (III) FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR (IV) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND.
8.3 LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS RICE, ITS TRUSTEES, OFFICERS, AGENTS, SUBCONTRACTORS, STUDENTS AND EMPLOYEES (INDIVIDUALLY, AN “INDEMNIFIED PARTY”, AND COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FOR, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, ACTION, CLAIM OR EXPENSE SUFFERED OR INCURRED BY THE INDEMNIFIED PARTIES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND OTHER COSTS AND EXPENSES OF LITIGATION) (INDIVIDUALLY, A “LIABILITY”, AND COLLECTIVELY, THE “LIABILITIES”) BASED UPON, ARISING OUT OF, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION RELATING TO PRODUCT LIABILITY CONCERNING ANY BREACH OF THIS AGREEMENT BY LICENSEE, USE OF THE RICE PATENT RIGHTS GRANTED UNDER THIS AGREEMENT BY LICENSEE, OR RICE LICENSED PRODUCT MANUFACTURED,, USED, IMPORTED, SOLD OR OFFERED FOR SALE, LEASED, TRANSFERRED OR OTHERWISE DISPOSED OF PURSUANT TO ANY RIGHT OR LICENSE GRANTED UNDER THIS AGREEMENT.
8.4 The Indemnified Party shall promptly notify Licensee of any claim or action giving rise to Liabilities. Licensee shall have the right to defend any such claim or action, at its cost and expense with attorneys satisfactory to Rice. Licensee shall not settle or compromise any such claim or action in a manner that imposes any restrictions or obligations on Rice or grants any rights to the Rice Intellectual Property or Rice Licensed Product(s) without Xxxx'x Rice's prior written consent. If Licensee fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, or if representation of such Indemnified Party by the counsel retained by Licensee would be inappropriate because of actual or potential differences in the interests of such Indemnified Party or any other party represented by such counsel, Xxxx Rice may assume the defense of such claim or action for the account and at the risk of Licensee, and any liabilities related thereto shall be conclusively deemed a liability of Licensee. Licensee shall pay promptly to the Indemnified Party any Liabilities to which the foregoing indemnity relates, as incurred. The indemnification rights of Rice or any other Indemnified Party contained herein are in addition to all other rights which Rice or such other Indemnified Party may have at law or in equity or otherwise.
Appears in 1 contract
Samples: License Agreement (Hague Corp.)
Disclaimer of Warranty; Limitation of Liability; Indemnification. 8.1 THE RICE INTELLECTUAL PROPERTY, AND ANY OTHER INFORMATION OR TECHNOLOGY PROVIDED BY RICE AND USED IN THE MANUFACTURE, USE, IMPORT, SALE, OFFER FOR SALE, LEASE, OR OTHER TRANSFER OF RICE LICENSED PRODUCT(S) ARE PROVIDED ON AN 13.1. The App and the Website are provided on an “AS IS” BASIS AND RICE MAKES NO REPRESENTATIONS OR WARRANTIESand “AS AVAILABLE” basis. You are solely responsible for any and all acts or omissions taken or made in reliance on the App, EXPRESS OR IMPLIED, WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, XXXX MAKES NO REPRESENTATIONS OR WARRANTIES (I) OF COMMERCIAL UTILITY, (II) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR (III) THAT THE USE OF THE RICE INTELLECTUAL PROPERTY, OR RICE LICENSED PRODUCT(S) WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY OR PROPERTY RIGHTS OF OTHERSthe Website or the Services.
8.2 13.2. NOTHWITHSTADING ANYTHING TO THE CONTRARY HEREUNDER, IN NO EVENT SHALL RICE XXXX XXXXXX BE LIABLE TO LICENSEE, LICENSEE'S SUCCESSORS OR ASSIGNS YOU OR ANY THIRD PARTY WITH RESPECT TO PERSON FOR ANY CLAIM (I) ARISING FROM THE USE TYPE OF THE RICE INTELLECTUAL PROPERTYDAMAGE,LOSS, (II) ARISING FROM THE MANUFACTURELIABILITY, USECLAIM, IMPORTDEMANF, COSTS AND/OR SALE OR OFFER FOR SALEEXPENCES WHATSOEVER INCLUDING WITHOUT LIMITATION ANY DIRECT, LEASE OR OTHER TRANSFER OF RICE LICENSED PRODUCT(S), (III) FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR (IV) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND.
8.3 LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS RICE, ITS TRUSTEES, OFFICERS, AGENTS, SUBCONTRACTORS, STUDENTS AND EMPLOYEES (INDIVIDUALLY, AN “INDEMNIFIED PARTY”, AND COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FOR, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, ACTION, CLAIM OR EXPENSE SUFFERED OR INCURRED BY THE INDEMNIFIED PARTIES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND OTHER COSTS AND EXPENSES OF LITIGATION) (INDIVIDUALLY, A “LIABILITY”, AND COLLECTIVELY, THE “LIABILITIES”) BASED UPON, ARISING OUT OFPUNITIVE, OR OTHERWISE RELATING TO THIS AGREEMENTCONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION RELATING TO PRODUCT LIABILITY CONCERNING ANY BREACH OF THIS AGREEMENT BY LICENSEE, LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE RICE PATENT RIGHTS GRANTED UNDER THIS AGREEMENT BY LICENSEEAPP, THE WEBSITE OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE APP OR THE WEBSITE, OR RICE LICENSED PRODUCT MANUFACTURED,FROM THE SERVIES (INCLUDNIG WITHOUT LIMITATION NOT PROVIDING CERTAIN SERVICES, USEDPERFORMING OR NOT OF CERTAIN ACTS)WHETHER BASED ON WARRANTY, IMPORTEDCONTRACT, SOLD TORT, OR OFFERED FOR SALEANY OTHER LEGAL THEORY, LEASEDAND WHETHER OR NOT XXXXXX HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. WITHOUT DEROGATING FROM THE AFOREMENTIONED, TRANSFERRED OR OTHERWISE DISPOSED IN ANY EVENT XXXXXX’S MAXIMUM LIABILITY IN ALL CASES AND FROM ALL CAUSES OF PURSUANT ACTION SHALL BE LIMITED TO ANY RIGHT OR LICENSE GRANTED UNDER THIS AGREEMENTTHE SUM OF US$50. To clarify, in all instances where these Terms explicitly state that Xxxxxx disclaim warranties, liability or responsibility, this also applies to its shareholders, directors, officers, agents, contractors, partners, consultants, affiliates and employees with the required amendments.
8.4 The Indemnified Party shall promptly notify Licensee 13.3. Without derogating from section 13.2 above, Xxxxxx assumes no liability or responsibility for any:
13.3.1. Errors, mistakes, inaccuracies, non-suitability or non-conformity of any claim content available at the App and/or the Website or action giving rise otherwise provided to Liabilitiesyou, including any medical information/assistance;
13.3.2. Licensee Any unauthorized access to or use of Magnus’s servers and/or any and all personal information and/or financial information stored therein;
13.3.3. Any interruption or cessation of transmission to or from the App and/or the Website;
13.3.4. Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the App and/or the Website by any third party;
13.3.5. Any results that may be obtained from the use of the App and/or the Website; and/or
13.3.6. The quality of any information, or other material obtained by you through the App and/or the Website;
13.4. YOU HEREBY AGREE AND ACKNOWLEDGE THAT XXXXXX IS NOT IN ANY WAY OBLIGATED TO TAKE ANY SPECIFIC ACTION IN RESPONSE TO CALLS RECEIVED AT THE CALL CENTER, NOR OBLIGATED TO PROVIDE PRIOR WARNING OF ANY EMERGENCY SITUATION AT ANY LOCATION.
13.5. You agree to indemnify and hold Xxxxxx, and each of its directors, officers, agents, contractors, partners, licensors and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any of the following:
13.5.1. Your use of, and access to the App and/or Website and/or the Services;
13.5.2. Your violation of any term of these Terms;
13.5.3. Your violation of any third party right, including without limitation any copyright, property, or privacy right;
13.5.4. Your violation of any law or instruction of a competent authority that applies to you. To this extent, Xxxxxx is and shall have the right be subrogated to defend any and all rights of recovery against any party (including under any personnel insurance), even if Client was not made whole. Client agrees to sign any documents reasonably requested by Xxxxxx in order to evidence such subrogation rights and Xxxxxx is and shall be entitled to enforce any and all rights of Client directly against any such claim third party (including the insurance company of Client).
13.6. Certain laws do not allow limitations on implied warranties or actionthe exclusion or limitation of certain damages. If these laws apply to you, at its cost and expense with attorneys satisfactory to Rice. Licensee then the limitations included in this section shall not settle or compromise any such claim or action in a manner that imposes any restrictions or obligations on Rice or grants any rights be interpreted to the Rice Intellectual Property or Rice Licensed Product(s) without Xxxx'x prior written consent. If Licensee fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, or if representation of such Indemnified Party by the counsel retained by Licensee would be inappropriate because of actual or potential differences in the interests of such Indemnified Party or any other party represented by such counsel, Xxxx may assume the defense of such claim or action for the account and at the risk of Licensee, and any liabilities related thereto shall be conclusively deemed a liability of Licensee. Licensee shall pay promptly to the Indemnified Party any Liabilities to which the foregoing indemnity relates, as incurred. The indemnification rights of Rice or any other Indemnified Party contained herein are in addition to all other rights which Rice or such other Indemnified Party may have at law or in equity or otherwisemaximum extent permitted under applicable law.
Appears in 1 contract
Samples: Terms and Conditions
Disclaimer of Warranty; Limitation of Liability; Indemnification. 8.1 Rice represents and warrants that (i) the Rice inventors of the Rice Patents have assigned their respective rights in the Rice Patents to Rice, and (ii) Rice’s Office of Technology Transfer has not received notice of any claim by a third party of an ownership interest in or infringement of third party rights by the Rice Patents. Except for the foregoing and as set forth in Section 12.2, Rice makes no representations or warranties of any kind, express or implied, concerning the Rice Patents, including, but not limited to, representations and warranties as to non-infringement, merchantability and fitness for any particular purpose.
8.2 THE RICE INTELLECTUAL PROPERTYPATENTS, AND ANY OTHER INFORMATION OR TECHNOLOGY PROVIDED BY RICE AND USED IN THE MANUFACTURE, USE, IMPORT, SALE, OFFER FOR SALE, LEASE, OR OTHER TRANSFER OF RICE LICENSED PRODUCT(S) ARE PROVIDED ON AN “AS IS” BASIS AND RICE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, XXXX RICE MAKES NO REPRESENTATIONS OR WARRANTIES (I) OF COMMERCIAL UTILITY, OR (II) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR (III) THAT THE USE OF THE RICE INTELLECTUAL PROPERTYPATENTS, OR RICE LICENSED PRODUCT(S) WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY OR PROPERTY RIGHTS OF OTHERS.
8.2 8.3 IN NO EVENT SHALL RICE BE LIABLE TO LICENSEE OR LICENSEE’S SUBLICENSEES, LICENSEE'S OR LICENSEE’S SUBLICENSEE’S SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO ANY CLAIM (I) ARISING FROM THE USE OF THE RICE INTELLECTUAL PROPERTYPATENTS, OR (II) ARISING FROM THE MANUFACTURE, USE, IMPORT, OR SALE OR OFFER FOR SALE, LEASE OR OTHER TRANSFER OF RICE LICENSED PRODUCT(S), . IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (IIII) FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR (IVII) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 8.4 LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS RICE, ITS TRUSTEES, OFFICERS, AGENTS, SUBCONTRACTORS, STUDENTS AND EMPLOYEES (INDIVIDUALLY, AN A “INDEMNIFIED PARTY”, AND COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FOR, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, ACTION, CLAIM OR EXPENSE SUFFERED OR INCURRED BY THE INDEMNIFIED PARTIES (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES AND OTHER COSTS AND EXPENSES OF LITIGATION) (INDIVIDUALLY, A “LIABILITY”, AND COLLECTIVELY, THE “LIABILITIES”) BASED UPON, ARISING OUT OF, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION RELATING TO PRODUCT LIABILITY LIABILITY, CONCERNING ANY BREACH OF THIS AGREEMENT BY LICENSEELICENSEE OR ANY OF ITS SUBLICENSEES, USE OF THE RICE PATENT RIGHTS GRANTED UNDER THIS AGREEMENT BY LICENSEELICENSEE OR ANY OF ITS SUBLICENSEES, OR RICE LICENSED PRODUCT MANUFACTURED,, USED, IMPORTED, SOLD OR OFFERED FOR SALE, LEASED, TRANSFERRED OR OTHERWISE DISPOSED OF PURSUANT TO ANY RIGHT OR LICENSE GRANTED UNDER THIS AGREEMENT.
8.4 8.5 The Indemnified Party shall promptly notify Licensee of any claim or action giving rise to Liabilities. Licensee shall have the right to defend any such claim or action, at its cost and expense with attorneys satisfactory to Rice. Licensee shall not settle or compromise any such claim or action in a manner that imposes any restrictions or obligations on Rice or grants any rights to the Rice Intellectual Property Patents or Rice Licensed Product(s) without Xxxx'x Rice's prior written consent. If Licensee fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, or if representation of such Indemnified Party by the counsel retained by Licensee would be inappropriate because of actual or potential differences in the interests of such Indemnified Party or any other party represented by such counsel, Xxxx Rice may assume the defense of such claim or action for the account and at the risk of Licensee, and any liabilities related thereto shall be conclusively deemed a liability of Licensee. Licensee shall pay promptly to the Indemnified Party any Liabilities to which the foregoing indemnity relates, as incurred. The indemnification rights of Rice or any other Indemnified Party contained herein are in addition to all other rights which Rice or such other Indemnified Party may have at law or in equity or otherwise.
Appears in 1 contract
Samples: License Agreement (Graphite Corp)
Disclaimer of Warranty; Limitation of Liability; Indemnification. 8.1 Ocure represents and warrants that Ocure has not received notice of any claim by a third party of an ownership interest in or infringement of third party rights by the Ocure Patents. Except for the foregoing and as set forth in Section 12.2, Ocure makes no representations or warranties of any kind, express or implied, concerning the Ocure Patents, including, but not limited to, representations and warranties as to non-infringement, merchantability and fitness for any particular purpose.
8.2 THE RICE INTELLECTUAL PROPERTYOCURE PATENTS AND THE LICENSED TECHNOLOGY, AND ANY OTHER INFORMATION OR TECHNOLOGY PROVIDED BY RICE OCURE AND USED IN THE MANUFACTURE, USE, IMPORT, SALE, OFFER FOR SALE, LEASE, OR OTHER TRANSFER OF RICE OCURE EXCLUSIVE LICENSED PRODUCT(S) ARE PROVIDED ON AN “"AS IS” " BASIS AND RICE OCURE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, XXXX OCURE MAKES NO REPRESENTATIONS OR WARRANTIES (I) OF COMMERCIAL UTILITY, OR (II) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR (III) THAT THE USE OF THE RICE INTELLECTUAL PROPERTYOCURE PATENTS, OR RICE THE LICENSED TECHNOLOGY, OR OCURE EXCLUSIVE LICENSED PRODUCT(S) WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY OR PROPERTY RIGHTS OF OTHERS.
8.2 8.3 IN NO EVENT SHALL RICE OCURE BE LIABLE TO LICENSEEMADISON OR MADISON ISRAELI SUBSIDIARY OR MADISON ISRAELI SUBSIDIARY'S SUBLICENSES, LICENSEE'S OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO ANY CLAIM (I) ARISING FROM THE USE OF THE RICE INTELLECTUAL PROPERTYLICENSED TECHNOLOGY, OR (II) ARISING FROM THE MANUFACTURE, USE, IMPORT, OR SALE OR OFFER FOR SALE, LEASE OR OTHER TRANSFER OF RICE OCURE EXCLUSIVE LICENSED PRODUCT(S), . IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY (IIII) FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR (IVII) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 LICENSEE SHALL 8.4 MADISON AND MADISON ISRAELI SUBSIDIARYSHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS RICEOCURE, ITS TRUSTEES, OFFICERS, SHAREHOLDERS, AGENTS, SUBCONTRACTORS, STUDENTS AND EMPLOYEES (INDIVIDUALLY, AN “A "INDEMNIFIED PARTY”", AND COLLECTIVELY, THE “"INDEMNIFIED PARTIES”") FOR, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, ACTION, CLAIM OR EXPENSE SUFFERED OR INCURRED BY THE INDEMNIFIED PARTIES (INCLUDING, BUT NOT LIMITED TO, ,ATTORNEYS’ ' FEES AND OTHER COSTS AND EXPENSES OF LITIGATION) (INDIVIDUALLY, A “"LIABILITY”", AND COLLECTIVELY, THE “"LIABILITIES”") BASED UPON, ARISING OUT OF, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION RELATING TO PRODUCT LIABILITY LIABILITY, CONCERNING ANY BREACH OF THIS AGREEMENT BY LICENSEE, MADISON OR MADISON ISRAELI SUBSIDIARYOR ANY OF ITS SUBLICENSES,USE OF THE RICE OCURE PATENT RIGHTS GRANTED AND/OR LICENSED TECHNOLOGY UNDER THIS AGREEMENT BY LICENSEEMADISON ISRAELI SUBSIDIARY OR ANY OF ITS SUBLICENSES, OR RICE OCURE EXCLUSIVE LICENSED PRODUCT MANUFACTURED,, USED, IMPORTED, SOLD OR OFFERED FOR SALE, LEASED, TRANSFERRED OR OTHERWISE DISPOSED OF PURSUANT TO ANY RIGHT OR LICENSE GRANTED UNDER THIS AGREEMENT.
8.4 8.5 The Indemnified Party shall promptly notify Licensee Madison Israeli Subsidiary of any claim or action giving rise to Liabilities. Licensee Madison Israeli Subsidiary shall have the right to defend any such claim or action, at its cost and expense with attorneys satisfactory to RiceOcure. Licensee Madison Israeli Subsidiary shall not settle or compromise any such claim or action in a manner that imposes any restrictions or obligations on Rice Ocure or grants any rights to the Rice Intellectual Property Ocure Patents or Rice Ocure Exclusive Licensed Product(s) without Xxxx'x Ocure's prior written consent. If Licensee Madison Israeli Subsidiary fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, ,or if representation of such Indemnified Party by the counsel retained by Licensee Madison Israeli Subsidiary would be inappropriate because of actual or potential differences in the interests of such Indemnified Party or any other party represented by such counsel, Xxxx Ocure may assume the defense of such claim or action for the account and at the risk of LicenseeMadison Israeli Subsidiary, and any liabilities related thereto shall be conclusively deemed a liability of LicenseeMadison Israeli Subsidiary. Licensee Madison Israeli Subsidiary shall pay promptly to the Indemnified Party any Liabilities to which the foregoing indemnity relates, as incurred. The indemnification rights of Rice Ocure or any other Indemnified Party contained herein are in addition to all other rights which Rice Ocure or such other Indemnified Party may have at law or in equity or otherwise.
Appears in 1 contract
Samples: Exclusive License Agreement (Madison Ventures Inc.)
Disclaimer of Warranty; Limitation of Liability; Indemnification. 8.1 THE RICE INTELLECTUAL PROPERTYThe Technology Holder represents and warrants that at the time of execution of this Agreement it has not received notice of any claim by a third party of an ownership interest in or infringement of third party rights by the Technology Holder patents. Except for the foregoing and as set forth in Section 12.2, the Technology Holder makes no representations or warranties of any kind, express or implied, concerning the Technology Holder patents, including, but not limited to, representations and warranties as to non-infringement, merchantability and fitness for any particular purpose.
8.2 The Technology Holder PATENTS, TECHNOLOGY, any other intellectual property rights AND ANY OTHER INFORMATION OR TECHNOLOGY PROVIDED BY RICE the Technology Holder AND USED IN THE MANUFACTURE, USE, IMPORT, SALE, OFFER FOR SALE, LEASE, OR OTHER TRANSFER OF RICE LICENSED PRODUCT(S) or LEASE ARE PROVIDED ON AN “AS IS” BASIS AND RICE the Technology Holder MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT THERETO. BY WAY OF EXAMPLE BUT NOT OF LIMITATION, XXXX the Technology Holder MAKES NO REPRESENTATIONS OR WARRANTIES (I) OF COMMERCIAL UTILITY, OR (II) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR (III) THAT THE USE OF THE RICE INTELLECTUAL PROPERTYTechnology Holder PATENTS, intellectual property OR RICE THE LICENSED PRODUCT(S) TECHNOLOGY, WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY OR PROPERTY RIGHTS OF OTHERS.
8.2 8.3 IN NO EVENT SHALL RICE the Technology Holder BE LIABLE TO LICENSEEthe Distributor OR the Distributors SUBLICENSES, LICENSEE'S OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS OR ANY THIRD PARTY WITH RESPECT TO ANY CLAIM (I) ARISING FROM THE USE OF THE RICE INTELLECTUAL PROPERTYTECHNOLOGY IP, OR (II) ARISING FROM THE MANUFACTURE, USE, IMPORT, OR SALE OR OFFER FOR SALE, LEASE OR OTHER TRANSFER OF RICE LICENSED SAYBERX PRODUCT(S), ) and/or the Technology IP. IN NO EVENT SHALL the Technology Holder BE LIABLE TO THE OTHER PARTY (IIII) FOR LOSS OF PROFITS, LOSS OR INTERRUPTION OF BUSINESS, OR (IVII) FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 LICENSEE SHALL 8.4 The Distributor shall INDEMNIFY, DEFEND, AND HOLD HARMLESS RICEthe Technology Holder, ITS TRUSTEES, OFFICERS, SHAREHOLDERS, AGENTS, SUBCONTRACTORS, STUDENTS AND EMPLOYEES (INDIVIDUALLY, AN A “INDEMNIFIED PARTY”, AND COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FOR, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, ACTION, CLAIM OR EXPENSE SUFFERED OR INCURRED BY THE INDEMNIFIED PARTIES (INCLUDING, BUT NOT LIMITED TO, ,ATTORNEYS’ FEES AND OTHER COSTS AND EXPENSES OF LITIGATION) (INDIVIDUALLY, A “LIABILITY”, AND COLLECTIVELY, THE “LIABILITIES”) BASED UPON, ARISING OUT OF, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION RELATING TO PRODUCT LIABILITY LIABILITY, CONCERNING ANY BREACH OF THIS AGREEMENT the Distributor OR ANY OF ITS SUBLICENSES,USE OF THE SAYBERX PATENT RIGHTS GRANTED AND/OR LICENSED TECHNOLOGY UNDER THIS AGREEMENT BY the Distributor OR ANY OF their SUBLICENSES, OR assigns or licensees.
8.5 TECHNOLOGY HOLDERSHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS DISTRIBUTOR, ITS TRUSTEES, OFFICERS, SHAREHOLDERS, AGENTS, SUBCONTRACTORS, STUDENTS AND EMPLOYEES (INDIVIDUALLY, A “INDEMNIFIED PARTY”, AND COLLECTIVELY, THE “INDEMNIFIED PARTIES”) FOR, FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, ACTION, CLAIM OR EXPENSE SUFFERED OR INCURRED BY THE INDEMNIFIED PARTIES (INCLUDING, BUT NOT LIMITED TO,ATTORNEYS’ FEES AND OTHER COSTS AND EXPENSES OF LITIGATION) (INDIVIDUALLY, A “LIABILITY”, AND COLLECTIVELY, THE “LIABILITIES”) BASED UPON, ARISING OUT OF, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CAUSE OF ACTION RELATING TO PRODUCT LIABILITY, CONCERNING ANY BREACH OF THIS AGREEMENT BY LICENSEE, DISTRIBUTOR OR ANY OF ITS SUBLICENSEES,USE OF THE RICE PATENT RIGHTS GRANTED SAYBERX LICENSED TECHNOLOGY UNDER THIS AGREEMENT BY LICENSEEDISTRIBUTOR OR ANY OF ITS SUBLICENSEES, OR RICE SAYBERX EXCLUSIVE LICENSED PRODUCT MANUFACTURED,, USED, IMPORTED, SOLD OR OFFERED FOR SALE, LEASED, TRANSFERRED OR OTHERWISE DISPOSED OF PURSUANT TO ANY RIGHT OR LICENSE GRANTED UNDER THIS AGREEMENT.
8.4 The Indemnified Party shall promptly notify Licensee of any claim or action giving rise to Liabilities. Licensee shall have the right to defend any such claim or action, at its cost and expense with attorneys satisfactory to Rice. Licensee shall not settle or compromise any such claim or action in a manner that imposes any restrictions or obligations on Rice or grants any rights to the Rice Intellectual Property or Rice Licensed Product(s) without Xxxx'x prior written consent. If Licensee fails or declines to assume the defense of any such claim or action within thirty (30) days after notice thereof, or if representation of such Indemnified Party by the counsel retained by Licensee would be inappropriate because of actual or potential differences in the interests of such Indemnified Party or any other party represented by such counsel, Xxxx may assume the defense of such claim or action for the account and at the risk of Licensee, and any liabilities related thereto shall be conclusively deemed a liability of Licensee. Licensee shall pay promptly to the Indemnified Party any Liabilities to which the foregoing indemnity relates, as incurred. The indemnification rights of Rice or any other Indemnified Party contained herein are in addition to all other rights which Rice or such other Indemnified Party may have at law or in equity or otherwise.
Appears in 1 contract
