Indemnification by AVEVA Sample Clauses

Indemnification by AVEVA. AVEVA shall defend, indemnify, and hold harmless Customer against claims brought against Customer by any third party alleging that Customer’s use of the Products in accordance with the terms and conditions of the Agreement, constitutes an infringement of a patent or copyright, or misappropriation of a trade secret of a third party AVEVA will pay damages finally awarded to the third party (or the amount of any settlement AVEVA enters into) with respect to such claims. This obligation of AVEVA shall not apply if the alleged infringement or misappropriation results from: (a) use of the Products in conjunction or combination with any other software, services, or any product, data, item, or apparatus that AVEVA did not provide to Customer (including any third-party services or Third-Party Products); (b) anything Customer provides or designs including configurations, instructions, or specifications (including any Products that were provided pursuant to Customer’s designs, drawings, or specifications); (c) a modification of a Product other than with AVEVA’s prior written consent; (d) Customer’s failure to use the latest release or version of a Product (including any corrections or enhancements) where such use would have prevented the infringement or misappropriation claim; or (e) any use, storage, distribution, reproduction, or maintenance not permitted by the Agreement. If AVEVA believes, in its reasonable opinion, that a claim under this Section 9.1 could or is likely to be made, AVEVA may cease to offer or deliver such Products without being in breach of the Agreement.
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Indemnification by AVEVA. Subject to the provisions of Clauses 15.3 and 22, AVEVA shall defend and indemnify the Customer against any Claims brought against the Customer by any third party alleging that Customer’s Use of the Products or receipt of the Support Services and Professional Services in accordance with the terms and conditions of this Agreement infringes the Intellectual Property Rights of a third party (“Third Party IP Claim”), provided this indemnity shall not apply if the alleged infringement results from: (i) Use of the Products or receipt of the Support Services, and Professional Services in conjunction or combination with any other software, services, product, data, item, or apparatus not provided by AVEVA to the Customer under this Agreement; (ii) anything the Customer provides or designs, including configurations, instructions, or specifications, and any Products or Support Services and Professional that were provided by AVEVA pursuant to Customer’s designs, drawings, or specifications; (iii) a modification of a Product or the Support Services and Professional Services by the Customer or any third party;
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Indemnification by AVEVA. AVEVA shall defend and indemnify You against Claims brought against You by any third party alleging that Your use of the Software in accordance with the terms and conditions of this Agreement, constitutes an infringement of a patent or copyright, or misappropriation of a trade secret of a third party AVEVA will pay Damages finally awarded to the third party (or the amount of any settlement AVEVA enters into) with respect to such Claims. This obligation of AVEVA shall not apply if the alleged infringement or misappropriation results from: (a) use of the Software in conjunction or combination with any other software, services, or any product, data, item, or apparatus that AVEVA did not provide to You or Your Affiliates (including any Third-Party Products); (b) anything You or Your Affiliates provide or design including configurations, instructions, or specifications (including any Software that were provided pursuant to Your designs, drawings, or specifications); (c) amodification of the Software other than with AVEVA’s prior written consent; (d) You or Your Affiliates’ failure to use the latest release or version of the Software (including any corrections or enhancements) where such use would have prevented the infringement or misappropriation Claim; (e) You or Your Affiliates’ use, storage, distribution, reproduction, or maintenance not permitted by this Agreement; or (f) You or Your Affiliates’ breach of Section 21 (Compliance with Laws) of this Agreement. If AVEVA believes, in its reasonable opinion, that a Claim under this Section 18.1 (Indemnification by AVEVA) could or is likely to be made, AVEVA may, after consultation with You, cease to offer or deliver such Software without being in breach of this Agreement.
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Indemnification by AVEVA. AVEVA shall defend, indemnify, and hold harmless Customer against claims brought against Customer by any third party alleging that Customer’s use of the Products, in accordance with the terms and conditions of the Agreement, constitutes an infringement of a patent or copyright, or misappropriation of a trade secret of a third party. AVEVA will pay damages finally awarded to the third party (or the amount of any settlement AVEVA enters into) with respect to such claims. This obligation of AVEVA shall not apply if the alleged infringement or misappropriation results from: (a) use of the Products in conjunction or combination with any other software, services, or any product, data, item, or apparatus that AVEVA did not provide to Customer (including any Third-Party Services or Third-Party Products); (b) anything Customer provides or designs including configurations, instructions, or specifications (including any Products that were provided pursuant to Customer’s designs, drawings, or specifications); (c) a modification of a Product other than with AVEVA’s prior written consent; (d) Customer’s failure to use the latest release or version of a Product (including any corrections or enhancements) where such use would have prevented the infringement or misappropriation claim; or (e) any use, storage, distribution, reproduction, or maintenance not permitted by the Agreement. If AVEVA believes, in its reasonable opinion, that a claim under this Section 16 could or is likely to be made, AVEVA may cease to offer or deliver such Products without being in breach of the Agreement. 16.1. AVEVA 的赔偿责任。AVEVA 应保护、赔偿并使客户免受任何第三方向客户提出的主张客户根据协议条款和条件使用产品构成对专利或版权的侵权或对第三方商业秘密的不当使用而导致的索赔。 AVEVA 将就此类索赔支付最终判定给第三方的赔偿金（或 AVEVA 与第三方约定的任何和解金额）。如果该等主张的侵权或不当使用是由以下原因引起的，则上述 AVEVA 义务不适用：（A）将产品与非由 AVEVA 向客户提供的任何其他软件、服务或任何产品、数据、项目或设备结合使用或组合使用（包括任何第三方服务或第三方产品）；（B）由客户提供或设计的任何内容，包括配置、说明或规格（包括根据客户的设计、图纸或规格提供的任何产品）；（C）未经 AVEVA 事先书面同意对产品进行修改；（D）客户未能使用最新发布或最新版本（包括任何更正或改进）的产品，而如果使用最新发布或最新版本本可以防止侵权或不当使用的索赔；或（E）协议不允许的任何使用、储存、分布、复制或维护。如果 AVEVA 有合理理由认为本第 16 节约定的索赔将会或可能会被提出，AVEVA 可以在不违反协议的情况下中止提供或交付此类产品。 16.2.
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Related to Indemnification by AVEVA

  • Indemnification by You 7.1.1 You agree to indemnify and hold harmless the Underwriter, the Trust and each of its Trustees, officers, employees and agents and each person, if any, who controls the Trust within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" and individually the "Indemnified Party" for purposes of this Section 7) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with your written consent, which consent shall not be unreasonably withheld) or expenses (including the reasonable costs of investigating or defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in connection therewith) (collectively, "Losses"), to which the Indemnified Parties may become subject under any statute or regulation, or at common law or otherwise, insofar as such Losses are related to the sale or acquisition of shares of the Trust or the Contracts and

  • Indemnification by Buyer Subject to the other terms and conditions of this Article VIII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

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