Common use of Indemnification by Computer Sciences GS Clause in Contracts

Indemnification by Computer Sciences GS. Computer Sciences GS will indemnify, defend and hold harmless CSC, and each of CSC’s Affiliates and CSC’s and its Affiliates’ directors, officers, employees, agents and permitted successors and assigns (“CSC Indemnitees”) from and against any and all Losses incurred by any CSC Indemnitee as a direct result of any claim by a Third Party that is not a CSC Affiliate (A) arising from or relating to Computer Sciences GS’s or any End User’s use of the Licensed Products, and/or any end user agreement, documentation or representation provided or made by Computer Sciences GS to an End User to the extent such end user agreement, documentation or representation differs from the Licensed Product Materials, Licensed Product Specifications, marketing materials and/or Reseller Agreement provided by CSC or (B) that CSC’s use of any Improvements to the Licensed Products provided by Computer Sciences GS pursuant to this Agreement infringes or misappropriates any U.S. copyright, trademark or trade secret, except to the extent resulting from (i) CSC’s modification of the Licensed Products or combination by CSC of the Licensed Products with other products or services if the Licensed Products would not have been infringing but for such combination or modification, (ii) CSC’s failure to use an updated non-infringing version of the applicable Licensed Products to the extent CSC was notified that the update cured an infringement, (iii) changes to the Licensed Products made by Computer Sciences GS at the direction of CSC, or (iv) any open source software included in the Licensed Products or used by CSC or its customers in connection with the Licensed Products.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Sra International, Inc.)

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Indemnification by Computer Sciences GS. Computer Sciences GS will indemnify, defend and hold harmless CSC, and each of CSC’s Affiliates and CSC’s and its Affiliates’ directors, officers, employees, agents and permitted successors and assigns (“CSC Indemnitees”) from and against any and all Losses incurred by any CSC Indemnitee as a direct result of any claim by a Third Party that is not a CSC Affiliate (A) arising from or relating to Computer Sciences GS’s ’s, Computer Sciences GS Subsidiaries’ or any End User’s use of the Licensed Products, and/or any end user agreement, documentation or representation provided or made by Computer Sciences GS to an End User to the extent such end user agreement, documentation or representation differs from the Licensed Product Sales Materials, Licensed Product SpecificationsDocumentation, marketing materials and/or Reseller Agreement provided by CSC or (B) that CSC’s use of any Improvements to the Licensed Products provided by Computer Sciences GS pursuant to this Agreement infringes or misappropriates any U.S. copyright, trademark or trade secret, except to the extent resulting from (i) CSC’s modification of the Licensed Products or combination by CSC of the Licensed Products with other products or services if the Licensed Products would not have been infringing but for such combination or modification, (ii) CSC’s failure to use an updated non-infringing version of the applicable Licensed Products to the extent CSC was notified that the update cured an infringement, (iii) changes to the Licensed Products made by Computer Sciences GS at the direction of CSC, or (iv) any open source software included in the Licensed Products or used by CSC or its customers in connection with the Licensed ProductsProducts or (v) any portion of the Licensed Products that is owned by a Third Party.

Appears in 1 contract

Samples: Intellectual Property Matters Agreement (Computer Sciences Government Services Inc.)

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Indemnification by Computer Sciences GS. Computer Sciences GS will indemnify, defend and hold harmless CSC, and each of CSC’s Affiliates and CSC’s and its Affiliates’ directors, officers, employees, agents and permitted successors and assigns (“CSC Indemnitees”) from and against any and all Losses incurred by any CSC Indemnitee as a direct result of any claim by a Third Party that is not a CSC Affiliate (Aa) arising from or relating to Computer Sciences GS’s ’s, Computer Sciences GS Subsidiaries’ or any End User’s use of the Licensed Products, and/or any end user agreement, documentation or representation provided or made by Computer Sciences GS to an End User to the extent such end user agreement, documentation or representation differs from the Licensed Product Sales Materials, Licensed Product SpecificationsDocumentation, marketing materials and/or Reseller Agreement provided by CSC or (Bb) that CSC’s use of any Improvements to the Licensed Products provided by Computer Sciences GS pursuant to this Agreement infringes or misappropriates any U.S. copyright, trademark or trade secret, except to the extent resulting from (i) CSC’s modification of the Licensed Products or combination by CSC of the Licensed Products with other products or services if the Licensed Products would not have been infringing but for such combination or modification, (ii) CSC’s failure to use an updated non-infringing version of the applicable Licensed Products to the extent CSC was notified that the update cured an infringement, (iii) changes to the Licensed Products made by Computer Sciences GS at the direction of CSC, or (iv) any open source software included in the Licensed Products or used by CSC or its customers in connection with the Licensed ProductsProducts or (v) any portion of the Licensed Products that is owned by a Third Party.

Appears in 1 contract

Samples: Intellectual Property Matters Agreement (Computer Sciences Government Services Inc.)

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