EXCLUSIVE REMEDY FOR BREACH OF INFRINGEMENT WARRANTY Sample Clauses

EXCLUSIVE REMEDY FOR BREACH OF INFRINGEMENT WARRANTY. Licensor shall indemnify Lilly as provided for in Section 18.1 against any claim of a breach of the warranty set forth in Section 9.1 above. THE FOREGOING STATES THE SOLE REMEDY OF LILLY AND THE ENTIRE OBLIGATION OF LICENSOR WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

EXCLUSIVE REMEDY FOR BREACH OF INFRINGEMENT WARRANTY. If a claim is made or an action brought asserting (1) that Consultant is not the sole owner of all works prepared by Consultant in rendering performance hereunder, (2) that Consultant did not have the right to assign or sublicense the rights and/or licenses granted or sublicensed to Harvard in this Agreement, or (3) that a Product infringes any patent, copyright, trademark or other intellectual property rights (including trade secrets), Consultant will defend Harvard against such claim and will pay resulting costs, damages and attorneys' fees finally awarded or agreed to in settlement, provided that (i) Harvard promptly notifies Consultant in writing of the claim, and

EXCLUSIVE REMEDY FOR BREACH OF INFRINGEMENT WARRANTY. If a claim is made or an action brought asserting (1) that Consultant is not the sole owner of all works prepared by Consultant in rendering performance hereunder, (2) that Consultant did not have the right to assign or sublicense the rights and/or licenses granted or sublicensed to Harvard in this Agreement, or (3) that a Product infringes any patent, copyright, trademark or other intellectual property rights (including trade secrets), Consultant will defend Harvard against such claim and will pay resulting costs, damages and attorneys' fees finally awarded or agreed to in settlement, provided that (i) Harvard promptly notifies Consultant in writing of the claim, and (ii) Consultant has sole control of the defense and all related settlement negotiations. Consultant's obligations under this Section are conditioned on Because the consultant owns the software, if a third-party sues Harvard for infringement, the consultant will agree to take on (and often will insist) upon taking on the defense of that lawsuit and to pay all defense costs. The consultant's aim is to win the suit or settle on terms that would allow all its customers continued use of the software. Most consultants will give themselves an out, however. They say that if in their opinion, it is not reasonable for them to defend or if they cannot reach a Harvard's agreement that if the Product, or the use or operation thereof, becomes, or in Consultant's opinion is likely to become, the subject of such a claim, Consultant may at its expense, either procure the right for Harvard to continue using the Product or, at its option, replace or modify the same so that it becomes non-infringing (provided such replacement or modification does not materially adversely affect Harvard's intended use of the Product as contemplated hereunder). If neither of the foregoing alternatives is available on terms which are reasonable in Consultant's reasonable judgment, Harvard may return the Product and Consultant will credit or refund (at Harvard's option) the price paid for such Product. Consultant shall have no liability for any claim based upon the combination, operation or use of any Product with equipment, software or data not supplied by Consultant if such claim would have been avoided by use of other equipment, software or data, whether or not capable of achieving the same results, or based upon modification of any Product. reasonable settlement, they can force customers to return the software for a refund.