Indemnification Infringement. The Agency agrees to indemnify and save harmless AT&T, its subsidiaries, affiliates and its customers and their officers, directors, employees successors and assigns (collectively referred to as "AT&T") from and against the following claims, losses, suits, demands, or liens:
A. Any tortious act, omission, or statement of the Agency or any person employed by or under contract with the Agency that results in injury (including death), loss or damage to any person or property, including libel, slander, and defamation;
B. Injuries or death to persons or damage to property, including theft, in any way arising out of or occasioned by, caused or alleged to have been caused by or on account of the performance of the work or services performed by Agency or persons furnished by Agency, except to the extent such injury or damages are caused by AT&T's sole negligence or willful misconduct;
C. Any failure on the part of the Agency to satisfy all claims for labor, equipment, materials and other obligations relating to the performance of the work hereunder;
X. Xxxxxx, unfair competition, plagiarism, idea misappropriation under implied contract;
E. Assertions under Worker's Compensation or similar acts made by persons furnished by Agency or by any subcontractor, or by reason of any injuries to such persons for which AT&T would be responsible under Worker's Compensation or similar acts if the persons were employed by AT&T;
F. Any failure by the Agency to perform Agency's obligations under this clause or, Article 16 (Insurance); and
G. Any act of infringement of any patent, trademark, or copyright; any title, slogan, or other trademark; or any unauthorized use of trade secret or other proprietary interest, except where such infringement or unauthorized use arises solely from Agency's adherence to AT&T's written instructions which are so specific as to directly cause said infringement or unauthorized use, in which case AT&T shall so indemnify Agency; provided however, if such instructions specify (1) commercial material which is available on the open market or is the same as such material or (2) material of Agency's origin, design or selection, and the adherence to such instructions results in the infringement or unauthorized use, then Agency shall indemnify AT&T for any such infringement or unauthorized use. However, the indemnification in (A) shall not apply to claims for loss or damage to property arising solely from Agency's reasonable reliance upon the accuracy, complete...
Indemnification Infringement. (I) The Purchasing Agent hereby indemnifies each Licensee and holds it harmless from and against any loss, liability, penalty, deficiency, damage or out-of-pocket expense (including, without limitation, reasonable legal fees and expenses) which such Licensee may suffer, sustain or become subject to resulting from, arising out of or caused by any suit, action or proceeding brought by a third party claiming or alleging in any manner that the use of any of the Marks by such Licensee has infringed upon the rights of others; provided, however, that the Purchasing Agent shall not be liable or responsible to indemnify a Licensee if the claimed or alleged infringement results from such Licensee's violation of this Section 10 or bad faith, willful misfeasance or gross negligence.
(II) Each Licensee will notify the Purchasing Agent promptly in writing of any claim that the use of any of the Marks infringes the rights of others, or of the institution of any legal actions or suits predicated upon such claimed infringement, and any such suit or action will be diligently defended at the sole expense of and under the sole control of the Purchasing Agent.
Indemnification Infringement. To the extent permitted by law, each of us (each, an “Indemnifying Party”) will indemnify, defend and hold harmless the other (the “Indemnified Party”) from and against any and all damages, liabilities, costs and expense (including reasonable attorneys’ fees) resulting from any claim, demand, judgment, or proceeding (collectively, “Claims”) brought by a third party either arising out of or relating to (a) a material breach by the Indemnifying Party of this Agreement, or (b) content (including, software) the Indemnifying Party authorizes or provides for use on the Platform. (Because you are solely responsible for Your Content, and we are solely responsible for the software and Services we provide, we require that these indemnity obligations be mutual in order to appropriately allocate the risk between the parties.) The Indemnified Party will promptly notify the Indemnifying Party of any Claim for which it seeks indemnification, provided that failure or delay in providing such notice will not relieve the Indemnifying Party of any obligation to indemnify and defend the Indemnified Party, except to the extent that the failure or delay prejudices the defense of any such Claim. Xxxxxxxxx’s indemnification obligations above include our agreement to indemnify, defend and hold you harmless from third party Claims arising from allegations that the Services we provide, as used by you within the scope of this Agreement, infringe the intellectual property rights of any third party. In addition, if any part of the Services are held, or, in our sole opinion, may be held, to constitute such an infringement, we, at our option and expense, may either (i) modify the Services so they become non-infringing, or (ii) replace the Services with functionally equivalent, non- infringing services reasonably acceptable to you. If neither of these options is commercially practicable, we will discontinue the Services and provide you a refund of applicable prepaid fees for the unused portion of the discontinued Services (on a pro-rata basis for Subscription Services). (For the purposes of this section, “infringement” includes misappropriation of trade secrets.) This Section 11 (including indemnification obligations) states the parties’ entire liability and obligation, and exclusive remedies, with respect to any alleged or actual infringement of a third party’s trademarks, patents, trade secrets, copyrights, or other similar intellectual property rights by or relating to the Platform or S...
Indemnification Infringement. 28 8.1 Indemnification ......................................... 28 8.2
Indemnification Infringement. If Goods supplied by Seller are used by Buyer to infringe, or such use is alleged to infringe, any patent, copyright or other design right, or if Goods supplied by Seller pursuant to Buyer’s designs or specifications infringe, or are alleged to infringe, any patent, copyright or other design right, or Seller’s compliance with Buyer’s specifications or instructions to meet its particular needs for specialty manufactured goods infringe, or are alleged to infringe, any patent, copyright or design right, then Buyer shall indemnify Seller against all damages and costs incurred or suffered by it as a result of such infringement or allegation of infringement. Seller hereby rejects any indemnification by Seller of Buyer.
Indemnification Infringement. (a) Subject to Section 15(c), Seller shall indemnify and hold Purchaser, its directors, officers, employees and agents harmless from and against all liabilities, damages, losses or expenses (including reasonable attorneys' fees and expenses) ("Damages") incurred or suffered by Purchaser arising out of or in connection with (i) any injury, claim or damage resulting from or caused by the manufacture of Product, operation of the Manufacturing Facility or any Product Defect with respect to any Product, including injuries to persons and property arising from such Product Defect or (ii) any breach by Seller of its warranties,
Indemnification Infringement. 13.1 The Customer hereby agrees to indemnify, defend and hold harmless the Company and its officers, directors, employees and agents from and against all Claims arising from, or related to:
(a) a breach of the confidentiality provisions set forth herein;
(b) the Customer’s and/or End Users use of the Platform and/or any Product(s);
(c) a breach of Schedule 1 (Data Processing Addendum) by the Customer;
(d) a claim alleging that the Customer’s use of the Platform, the Customer Content or any other Customer Intellectual Property Rights or Trademark infringes a third party’s intellectual property rights; or
Indemnification Infringement. 5.1 PTC’s Obligation to Indemnify Customer. PTC, at its own expense, will defend any action brought against Customer based on a claim that any Licensed Product infringes a United States, European Union or Japanese patent, copyright or trademark and, at its option, will settle any such action or will pay any final judgment awarded against Customer, provided that: (a) PTC shall be notified promptly in writing by Customer of any notice of any such claim; (b) PTC shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same (save where one or more of the exclusions in Section 5.3 applies); and (c) Customer shall cooperate fully at PTC’s expense with PTC in the defense, settlement or compromise of such claim. This Section 5 states PTC’s sole and exclusive liability, and Customer’s sole remedy, for any and all claims relating to infringement of any intellectual property right.
Indemnification Infringement. A. To the fullest extent permitted by law Xxxxx and Seller shall indemnify and hold harmless Buyer’s customer, the Other Party, and the Other Party’s consultants, agents and employees from and against any and all claims, damages, losses, expense, including but not limited to costs of arbitration or litigation and attorney’s fees arising out of or resulting from performance under this Order or breach or default under the Order or by acts or omissions of the Other Party, including the Other Party’s contractors, consultants, anyone directly or indirectly employed by said Party, its agents or anyone for whose acts they may be liable. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist under this Order or by operation of law. No defense, indemnification or hold harmless obligation to Seller shall be limited by any worker’s compensation acts, disability benefit acts or other employee benefits acts.
B. In lieu of any warranty by Buyer or Seller against infringement, statutory or otherwise, it is agreed that each Party shall defend at its expense any claim that any item furnished under this Order or the normal use or sale thereof infringes any U.S. patent or copyright, and shall pay its own costs and damages finally awarded in any such suit. Notwithstanding the foregoing paragraph, when this Order is performed under the Authorization and Consent of the U.S. Government to infringe U.S. Patents, liability for infringement of such Patents in such performance shall be limited to the extent of the obligation of that party to indemnify the U.S. Government. If Seller has reason to believe that the required design, process or product is an infringement of a copyright or a patent, such information shall be promptly furnished to Buyer.
C. Each party shall promptly notify the other party of any claim against the other.
Indemnification Infringement. Each party shall indemnify the other only with respect to any third party claim alleging bodily injury, including death, or damage to tangible property to the extent such injury or damage is caused by the negligence of the indemnifying party, provided that such claim is reported promptly in writing to the indemnifying party. Unless otherwise provided in the Manufacturer License: (a) In the event of a claim or suit against Customer alleging (a) the System infringes any patent issued by or copyright registered in the USA, WIN shall defend Customer to the extent the claim or suit concerns such infringement, provided Customer give WIN prompt notice of such claim or suit and continuous cooperation in such defense. (b) In any claim or suit against Customer that is defended by WIN pursuant to paragraph (a) above, WIN shall control the defense, shall pay all litigation costs, including reasonable attorney’s fees incurred by WIN in such defense, and shall indemnify Customer for all damages awarded by a court or settlement payments approved by WIN. (c) If, in any claim or suit against Customer that is defended by WIN pursuant to paragraph (a) above, as a result of a court order not subject to further appeal or a settlement approved by WIN, Customer is enjoined from using the System, WIN, at its option, may (i) procure for Customer the right to continue using the System,
