Indemnification for Intellectual Property Infringement. Contractor shall indemnify, defend, and hold the State harmless, without limitation, from and against any and all damages, expenses (including reasonable attorneys’ fees and legal fees), claims, judgments, liabilities, and costs which may be assessed against the State in any action for infringement of a United States Letter Patent, or of any copyright, trademark, trade secret, or other third-party proprietary right in relation to the services, products, documentation or Deliverables furnished or utilized by Contractor under this Contract, provided that the State shall give Contractor:
Indemnification for Intellectual Property Infringement. If ITS' usage of a product purchased under this Contract shall be enjoined for any reason or if Contractor reasonably believes that it may be enjoined, Contractor shall have the obligation, at its own expense and discretion, to take one or more of the following actions to make ITS whole: • to procure for ITS, at its own expense, the right to continue using the product at issue and continue receiving any replacements or maintenance and support services that were previously contracted for and paid for by ITS; • to modify the service or product so that usage becomes non-infringing, and as modified, is of materially equal quality and performance; or • to replace such product or parts thereof, as applicable, with non-infringing product of at least equal quality and performance. If the above remedies are not available, the Parties shall terminate the Contract, in whole or in part as necessary and applicable, provided that ITS is given a refund for any amounts paid by ITS for a period during which the product's usage was enjoined.
Indemnification for Intellectual Property Infringement. Kaltura shall defend, indemnify and hold Licensee (including its directors, officers and employees) harmless from and against any and all liabilities, damages, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees) against Licensee that arise in connection with any third party claim, action, suit, or proceeding alleging that the Hosted Services or the Software infringes a valid copyright, trademark, trade secret, or U.S. patent issued as of the Effective Date (“Claim”); provided, however, that Licensee shall give prompt written notice of any Claim to Kaltura, shall provide such information and assistance as reasonably requested by Kaltura in its negotiation, defense or settlement of such Claim, and that Kaltura shall have sole control over the defense of such Claim.
Indemnification for Intellectual Property Infringement. TransUnion, subject to the limitations of liability contained herein, will defend and indemnify Subscriber against a third party claim that any TransUnion-owned Services infringe a United States patent, copyright, trademark, trade secret or other United States intellectual property rights of a third party, provided that: (i) Subscriber gives TransUnion prompt written notice of any such claim of which it has knowledge; (ii) TransUnion is given full control over the defense of such claim and all related settlement negotiations; and, (iii) Subscriber provides TransUnion with the assistance, information and authority necessary to perform TransUnion’s obligations under this paragraph. Reasonable out-of-pocket expenses incurred by Subscriber in providing such assistance will be reimbursed by TransUnion. If any such claim of infringement has occurred or in TransUnion’s opinion is likely to occur, then TransUnion may, at its option and expense: (i) use commercially reasonable efforts to procure for Subscriber the right to use the infringing Services; (ii) replace or modify the infringing portion of the Services so that it is no longer subject to any infringement claim, or, (iii) if the foregoing, in TransUnion’s reasonable determination, is not practicable, TransUnion shall so notify Subscriber of such determination and Subscriber shall have the right to immediately terminate this Agreement. TransUnion shall have no obligation under this Section to indemnify or defend Subscriber against a lawsuit or claim of infringement to the extent any such claim or lawsuit results from: (i) other material which is combined with or incorporated into the Services; (ii) any substantial changes or alterations to the information provided as part of the Services by Subscriber; (iii) any misuse or unauthorized use of the Services which, but for Subscriber’s misuse or unauthorized use of the Services, such claim would not have occurred; or, (iv) required compliance by TransUnion with design documentation or specifications originating with, specified by or furnished by or on behalf of Subscriber. THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY OF TRANSUNION AND THE SOLE AND EXCLUSIVE REMEDY OF SUBSCRIBER WITH RESPECT TO ANY PROCEEDINGS, CLAIMS, DEMANDS, LOSS, DAMAGE OR EXPENSES INCURRED BY SUBSCRIBER RELATING TO THE INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS RESULTING FROM THE SERVICES AND THIS AGREEMENT.
Indemnification for Intellectual Property Infringement. If a claim is made or an action is brought alleging that a BSA Software Product infringes on a U.S. patent, or any copyright, trademark, trade secret or other proprietary right, BSA will defend Customer against such claim and will pay resulting costs and damages finally awarded, provided that: (a) Customer promptly notifies BSA in writing of the claim; (b) BSA has sole control of the defense and all related settlement negotiations;
Indemnification for Intellectual Property Infringement. (i) Seller agrees to indemnify, defend and hold harmless Purchaser Group from, against, for and in respect of any and all Losses asserted against, relating to, imposed upon or incurred by Purchaser and/or any other member of the Purchaser Group by reason of, resulting from, based upon or arising out any of the following ("Infringement Losses"): any claim (an "Infringement Claim") that a Product developed by (A) Purchaser subsequent to the Closing Date infringes the intellectual property rights (including, without limitation, patents, copyrights, trade secrets, software, technology, know-how or processes) of any third party, to the extent that such infringement is attributable to Seller Intellectual Property, or (B) Seller prior to the Closing Date infringes or misappropriates the intellectual property rights (including, without limitation, patents, copyrights, trade secrets, software, technology, know-how or processes) of any third party; provided, however, that Seller shall not so indemnify, defend and hold harmless Purchaser from and against Losses resulting from trademark infringement.
Indemnification for Intellectual Property Infringement. If a claim is made or an action is brought alleging that a BSA Software Product infringes on a U.S. patent, or any copyright, trademark, trade secret or other proprietary right, BSA will defend Customer against such claim and will pay resulting costs and damages finally awarded, provided that: (a) customer promptly notifies BSA in writing of the claim; (b) BSA has sole control of the defense and all related settlement negotiations; (c) Customer reasonably cooperates in such defense at no expense to BSA; and (d) Customer remains in compliance with the Agreement and has continued to remain current on payment of SaaS fees. The obligations of BSA under this Section are conditioned on Customer’s agreement that if the applicable BSA Software Product, in whole or in part, or the use or operation thereof, becomes, or in the opinion of BSA is likely to become, the subject of such a claim, BSA may at its expense and without obligation to do so, either procure the right for the Customer to continue using the BSA Software Product or, at the option of BSA, replace or modify the same so that it becomes non-infringing (provided such replacement or modification maintains the same material functionality and does not adversely affect Customer’s use of the Update as contemplated hereunder). In the event that BSA provides a replacement for Customer, Customer shall cease use of the infringing product immediately upon receiving the replacement. THIS SECTION 20 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF BSA AND THE SOLE AND EXCLUSIVE REMEDY FOR CUSTOMER FOR ANY DAMAGES ARISING FROM ANY CLAIM OR ACTION COVERED BY THIS SECTION 20.
Indemnification for Intellectual Property Infringement. At its expense, Supplier will defend, indemnify, and hold harmless the NCR Indemnitees from and against all Losses arising out of or relating to any actual or threatened claim, suit or proceeding brought against any of the NCR Indemnitees alleging that any Product (excluding [*****]) or its use infringes any patent, copyright, trademark or other intellectual property or misappropriates a trade secret or other confidential information (each a “Claim”). In conjunction with a Claim brought in a suit or proceeding, Supplier will defend at its expense the suit or proceeding with litigation counsel selected in consultation with the NCR Indemnitees. Without limiting the foregoing obligations, Supplier will pay all costs and damages, including any enhanced damages, finally awarded with respect to any Claim and will pay all amounts agreed to in settlement of any Claim. Supplier will not enter into any settlement, consent judgment or stipulated motion that requires any NCR Indemnitee to admit any liability or wrongdoing or pay any amount without the NCR Indemnitee’s prior written approval. Supplier may, at its sole expense, obtain for the NCR Indemnitees the right to use and sell the Product, replace the Product with a non-infringing substitute of materially equal quality, performance and functionality, or modify the Product so that it is not infringing provided the modification does not materially affect the quality, performance and functionality of the Product. If Supplier is unable to reasonably secure any of those remedies NCR Confidential and use or sale of the Product by NCR has been enjoined, Supplier will refund the purchase price (or refund to the end users the purchase prices) they paid, if requested by NCR, for the enjoined Products, and the NCR Indemnitees, in their sole discretion, may by notice terminate this Agreement in whole or in part. The foregoing obligations will not apply to any Claim caused by [*****].
Indemnification for Intellectual Property Infringement. Subject to Section 5 below, PES will indemnify and hold Customer harmless from and against any and all damages, amounts paid in settlement and reasonable fees and costs (including reasonable attorneys fees) (collectively “Adverse Consequences”) arising out of or relating to a claim that the Software infringes upon any third party‟s United States patent existing as of the date hereof or United States copyright, trademark or trade secret (a “Third Party Infringement Claim”). Customer shall notify PES immediately if it becomes aware of any Third Party Infringement Claim. Customer hereby gives PES full and complete authority, and shall provide such information and assistance as is necessary (at PES‟ expense with respect to reasonable out-of-pocket costs), to enable PES to defend, compromise or settle a Third Party Infringement Claim. In addition, if Customer is prevented by a Third Party Infringement Claim from using the Software in substantially the manner contemplated by this Agreement, PES shall, at its sole option and expense, procure for Customer the right to continue such use or replace or modify the infringing item. If neither option is commercially reasonable, PES may direct Customer to cease use of the Software and shall refund the depreciated cost thereof (as determined in accordance with United States generally accepted accounting principles) to Customer. ES&S shall have no obligation to indemnify the Customer under this section in the event the Third Party Infringement Claim results from
Indemnification for Intellectual Property Infringement. 10.1. Intelex will defend at its expense any IP Claim and will pay all costs and damages finally awarded against Customer by a court of competent jurisdiction or any settlement amounts finally agreed to by Intelex as a result of any such IP Claim, provided that Customer (i) promptly notifies Intelex in writing of such IP Claim, (ii) transfers sole control of the defense of the IP Claim and all negotiations leading to a settlement or resolution (provided that Customer will have the right to reasonably participate, at its own expense, in the defense of any such IP Claim); and (iii) fully co-operates with and assists Intelex in the defense of such IP Claim.
