INDEMNIFICATION FOR INFRINGEMENT. Supplier will promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which NCR, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCR's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent specific product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. Supplier will have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR will, following notification to Supplier, have sole control of the defense of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR.
INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense:
INDEMNIFICATION FOR INFRINGEMENT. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor’s obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor’s prior written consent. If an injunction or order is obtained against Licensee’s use of the Product by reason of the allegations of infringement, or if in Licensor’s opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense:
INDEMNIFICATION FOR INFRINGEMENT. Licensor will defend or settle, at its own expense, any claim against Licensee by a third party asserting that Licensee's and/or its Affiliates’ use of the Product within the scope of this Agreement violates such third party’s patent, copyright, trademark, trade secret or other proprietary rights, and will indemnify Licensee against any damages finally awarded against Licensee arising out of such claimi. Licensee will promptly notify Licensor in writing after first receiving notice of any such claim, and Licensor will have sole control of the defense of any action and all negotiations for its settlement or compromise, with Licensee's reasonable assistance; provided, that Licensee’s approval in writing shall be required of any settlement or compromise involving any admission of fault or wrongdoing on the part of Licensee, and provided, further, that Licensee may at Licensor's cost and expense take responsibility for its own defense if and to the extent that Licensee has any reasonable doubt as to the ability or willingness of Licensor to fund such defense or any award, settlement or compromise arising therefrom. Licensor will not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent except insofar as Licensee reasonably determines that it is necessary or appropriate to incur such costs and expenses in order to preserve its legal or equitable rights and remedies, protect it from further such claims, or minimize the losses associated with claims so made. If an order is obtained against Licensee’s and/or its Affiliates' use of the Product by reason of any claimed infringement, or if in Licensor's opinion the Product is likely to become the subject of such a claim, Licensor will, at its option and expense, and in addition to any other rights s available to Licensee hereunder, either (i) procure for Licensee the right to ing the Product, or (ii) modify or replace the Product with a compatible, equivalent, non-infringing Product.
INDEMNIFICATION FOR INFRINGEMENT. 23.1 The Licensor warrants to the Licensee that it has indefeasible title to all property rights which are subject to this Agreement.
INDEMNIFICATION FOR INFRINGEMENT. GW shall defend and indemnify, at its expense, any claim or suit brought by a third party against Subscriber alleging that GW Product infringes a patent, copyright, or trademark and shall pay all costs and damages finally awarded. GW‟s indemnification obligations are conditioned on the following: (i) Subscriber provides prompt written notice of such claim or suit (but in any event notice in sufficient time for GW to respond without prejudice), (ii) Subscriber‟s provides commercially reasonable assistance to the defense of such claim or suit and (iii) GW has the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim. If Subscriber‟s use of the GW Product under the terms of this Agreement is, or in GW opinion is likely to be, enjoined due to infringement, then GW will, at its sole option and expense, (i) obtain the right to continue using GW Product, (ii) replace or modify the GW Product so that it becomes non-infringing, or (iii) if the remedies set forth in clauses (i) and (ii) are not available on a commercially reasonable basis, terminate the Agreement and refund to Subscriber a pro-rata amount of the Subscription fees paid by Subscriber based on the time remaining in the Subscription Term after removal of the GW Product from Subscriber‟s systems and Subscriber‟s return of the GW Product to GW. GW shall have no liability for actual or alleged infringement based upon the use of GW Product outside the scope herein, in combination with other products, devices or software not furnished by GW, or arising out of modifications made to GW Product by Subscriber or any third party to the extent the claim or suit of infringement would not have occurred but for such combination or modification. WITH RESPECT TO ANY CLAIMS OR ACTIONS RELATING TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE GW PRODUCTS OR THIS AGREEMENT, THE REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE SUBSCRIBER‟S SOLE AND EXCLUSIVE REMEDY AND GW‟S SOLE OBLIGATION.
INDEMNIFICATION FOR INFRINGEMENT. 5.1. HealthStream represents and warrants that to the best of its knowledge:
INDEMNIFICATION FOR INFRINGEMENT. 9.1 Wipro shall, at its expense, defend or settle any claim, action or allegation brought against the Licensee in the event the use of the Software infringes any patent, copyright, trade secret or other proprietary right of any third party in the United States and shall pay any final judgments awarded or settlements entered into, provided that Licensee gives prompt written notice to Wipro of any such claim, action or allegation of infringement and gives Wipro the authority to proceed as contemplated herein. Wipro will have the exclusive right to defend any such claim, action or allegation and make settlements thereof at its own discretion, and Licensee may not settle or compromise such claim, action or allegation, except with prior written consent of Wipro. Licensee shall give such assistance and information as Wipro may reasonably require to settle or oppose such claims. In the event any such infringement, claim, action or allegation is brought or threatened, Wipro may, at its sole option and expense:
INDEMNIFICATION FOR INFRINGEMENT. Contractor indemnifies and holds the State harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities, and costs in any action or claim brought against the State for infringement of a third party’s copyright, trademark, trade secret, or other proprietary right. If there are any limitations of Contractor’s liability, such limitations of liability will not apply to this section.
INDEMNIFICATION FOR INFRINGEMENT. 9.1 Portable warrants to Customer that the Licensed Programs do not infringe any patent issued in the United States or a European Union country, or any trade secret, copyright, or other proprietary rights. As Customer's exclusive remedy for breach of this warranty and Portable's entire liability for infringement, Portable agrees to indemnify and hold Customer harmless with respect to any suit, claim, or proceeding brought against Customer alleging that Customer's permitted use of the Licensed Programs under this Agreement constitutes an infringement of any patent issued in the United States or a European Union country, or any trade secret, copyright, or other proprietary right. Portable shall defend Customer against any such suit, claim, or proceeding, and pay all litigation costs and reasonable attorneys' fees incurred in connection with such suit, claim or proceeding, and all settlement payments and damages awarded therein, provided that Portable is notified in writing within thirty (30) days of any such suit, claim or proceeding, Customer tenders the control of any such claim or proceeding to Portable, and Customer cooperates with Portable in the defense or settlement of same.
