Indemnification for Infringement Claims. Franchisor will indemnify and hold Franchisee harmless against claims that Franchisee’s use of the Proprietary Marks in accordance with this Agreement infringes the rights of any third party unrelated to Franchisee, if Franchisee: (i) is in compliance with this Agreement, (ii) gives prompt notice of any such claim to Franchisor, (iii) permits Franchisor to have sole control over the defense and settlement of the claim and (iv) cooperates fully with Franchisor in defending or settling the claim.
Indemnification for Infringement Claims. The cumulative aggregate liability of the Company to the Customer will not exceed the amount of the fees paid or payable to the Company in the prior twelve (12) month period. The Company shall not be liable for any indirect, special, incidental, punitive, consequential damages whether in contract, tort or otherwise.
Indemnification for Infringement Claims. The provisions of this Article XIII shall supplement the terms of Section 11.2 with respect to third-party patent infringement claims. In the event of a conflict between this Article XIII and Section 11.2, the terms of Section 11.2 shall control.
Indemnification for Infringement Claims. 9.4.1 Design/Builder shall defend any action or proceeding brought against Owner based on any claim that the Work Product, or any part thereof, or the operation or use of the Work Product or any part thereof, constitutes infringement of any United States patent or copyright, now or hereafter issued. Owner shall give prompt written notice to Design/Builder of any such action or proceeding and will reasonably provide authority, information and assistance in the defense of same. Design/Builder shall indemnify and hold harmless Owner from and against all damages and costs, including but not limited to attorneys’ fees and expenses awarded against Owner or Design/Builder in any such action or proceeding. Design/Builder agrees to keep Owner informed of all developments in the defense of such actions.
Indemnification for Infringement Claims. Subject to paragraph [EXCLUSIONS], Xxxxxxxx (as an indemnifying party) shall indemnify [Customer] (as an indemnified party) against all losses and expenses arising out of any proceeding brought by a third party, and arising out of a claim that the Services infringe the third party's Intellectual Property rights. Qualifications for Indemnification. Naviteer will be required indemnify [Customer] under paragraph [INDEMNIFICATION FOR INFRINGEMENT CLAIMS] only if [Customer]'s use of the Services complies with this agreement and all documentation related to the Services, the infringement was not caused by [Customer] modifying or altering the Services or documentation related to the Services, unless Naviteer consented to the modification or alteration in writing, and the infringement was not caused by [Customer] combining the Services with products not supplied by Naviteer, unless Xxxxxxxx consented to the combination in writing. Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding brought by either a third party or an indemnified party, and arising out of the indemnifying party's willful misconduct or gross negligence. Notice and Failure to Notify
Indemnification for Infringement Claims. SCOPIC AFRICA (as an indemnifying party) shall indemnify CUSTOMER (as an indemnified party) against all losses and expenses arising out of any proceeding
Indemnification for Infringement Claims. XXXXX.XX (as an indemnifying party) shall not indemnify TENANT (as an indemnified party) against all losses and expenses arising out of any proceeding brought by a third party, and arising out of a claim that the Services infringe the third party's Intellectual Property rights. Limitation on Liability
Indemnification for Infringement Claims. ECSL shall indemnify, defend and hold harmless ADAT and its officers, agents, employees and affiliates (collectively, the “Indemnified Parties”) from and against any and all loss, liability and expense (including reasonable attorneys’ fees) suffered or incurred by reason of any claims, proceedings, suits, demands or causes of action brought by a third party alleging infringement, violation or misappropriation of any third party intellectual property rights based on (A) the making, using, offering for sale, selling or importing of any EHC Products or EHC Services, or (B) the use of any Licensed Technology. In the event of an infringement claim contemplated by this Section, ECSL may, in addition to its obligations to defend, indemnify and hold the Indemnified Parties harmless, at its option and expense, (i) use reasonable commercial efforts to procure for the Indemnified Parties the right to continue using the allegedly infringing technology as provided in this Agreement, or (ii) use reasonable commercial efforts to replace or modify the allegedly infringing technology so that it becomes non-infringing, and remains functionally equivalent. In the event of a claim covered by this Section, the Indemnified Party shall: (a) give prompt notice of any claim for which indemnification is sought to ECSL; (b) grant sole control of the defense or settlement of the claim or action to ECSL (except that the indemnified party’s prior written approval will be required for any settlement that reasonably can be expected to require a material affirmative obligation of or result in any ongoing material liability to the indemnified party); and (c) provide reasonable cooperation to ECSL and, at ECSL’s request and expense, assistance in the defense or settlement of the claim. Notwithstanding the foregoing, the indemnification obligations hereunder shall not be relieved hereunder for failure to do the foregoing, or delay with so doing, unless ECSL is materially prejudiced thereby. In addition, an Indemnified Party may, at its own expense, participate in its defense of any claim.
Indemnification for Infringement Claims
