INDEMNIFICATION – INTELLECTUAL PROPERTY. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim") of another person or entity.
a. The Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
1) provided by the Contractor or the Contractor’s subsidiaries or affiliates;
2) specified by the Contractor to work with the Product; or
3) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
4) It would be reasonably expected to use the Product in combination with such product, system or method.
b. The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. The Indemnified Party, however, must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless othe...
INDEMNIFICATION – INTELLECTUAL PROPERTY. Contractor warrants that any Good, Custom Deliverable, or Service furnished by Contractor under this Contract, including its use by DTS or the State of Utah in unaltered form, will not, to Contractor’s knowledge, infringe any third party copyrights, patents, trade secrets, and/or other proprietary rights that exist on the effective date of this Contract and/or that arise or are enforceable under the law of the United States of America. Contractor will release, indemnify, and hold DTS and the State of Utah harmless from liability or damages of any kind or nature, including Contractor's use of any copyrighted or un-copyrighted composition, secret process, patented or un-patented invention, article, or appliance furnished or used in Contractor’s performance of this Contract. Additionally, if such a claim or liability is based upon an allegation that a Good, Custom Deliverable, or Service furnished by Contractor infringes on any right protected by any patent, copyright, trademark, trade secret, and/or proprietary right of any third party, Contractor agrees to indemnify and hold harmless DTS and the State of Utah for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from such a claim or liability. Contractor shall defend all actions brought upon such matters to be indemnified hereunder and pay all costs and expenses incidental thereto; however, DTS shall have the right, at its option, to participate in the defense of any such action without relieving Contractor of any obligation hereunder. The parties agree that if there are any limitations of liability, including a limitation of liability clause in this Contract, such limitations of liability will not apply to this Section.
INDEMNIFICATION – INTELLECTUAL PROPERTY. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim").
INDEMNIFICATION – INTELLECTUAL PROPERTY. 15.7.2.1 Notwithstanding any provision to the contrary, whether expressly or by implication, from and against any and all third-party liability, including, but not limited to, demands, claims, actions, fees, damages, costs, and expenses (including attorneys and expert witness fees) arising from any alleged or actual infringement of any third party’s patent or copyright, or any alleged or actual unauthorized trade secret disclosure, arising from or related to this Contract and/or the operation and use of the System (collectively referred to for purposes of this Paragraph 15.7.2 (Indemnification – Intellectual Property) as “Infringement Claim(s)”).
15.7.2.2 Any legal defense pursuant to Contractor’s indemnification obligations under this Paragraph 15.7.2 (Indemnification – Intellectual Property) must be conducted by Contractor and performed by counsel selected by Contractor. The County will provide Contractor with information, reasonable assistance and authority to defend or settle the claim. Notwithstanding the foregoing, the County will retain the right to participate in any such defense at its sole cost and expense.
15.7.2.3 Contractor must pay and is solely responsible for the amount of any resulting adverse final judgement issued by a court of competent jurisdiction, or of any settlement made by Contractor in writing.
15.7.2.4 Contractor will have no liability hereunder if the claim of infringement or an adverse final judgment rendered by a court of competent jurisdiction results from: (i) the County’s use of a previous version of the Solution, and the claim would have been avoided had the County used the current version of the software,
INDEMNIFICATION – INTELLECTUAL PROPERTY. Contractor warrants that any Good, Custom Deliverable, or Service furnished by Contractor under this Contract, including its use by the Eligible Users in unaltered form, will not, to Contractor’s knowledge, infringe any third party copyrights, patents, trade secrets, and/or other proprietary rights that exist on the effective date of this Contract and/or that arise or are enforceable under the law of the United States of America.
INDEMNIFICATION – INTELLECTUAL PROPERTY. Contractor shall (i) at its own expense defend and indemnify the Lead State, Participating Entity or Purchasing Entity (“Indemnified Party”) against any third party claim that a Product as provided by Contractor to the Purchasing Entity infringes a patent or copyright enforceable in a country that is a signatory to the Berne Convention; and (ii) pay the costs and damages to Indemnified Party that arise from the lawsuit as finally awarded against the Indemnified Party by a court of competent jurisdiction and to the extent that such are the result of the third party claim, or pay the amounts stated in a written settlement negotiated and approved by Contractor. The foregoing obligations are subject to the following: Indemnified Party
(a) notifies Contractor within a reasonable time frame in writing of such claim;
INDEMNIFICATION – INTELLECTUAL PROPERTY. The Contractor shall defend any claim against NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, or Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims by third parties that Contractor’s Products provided under this Agreement, infringes patents, copyrights or trademarks ("Intellectual Property Claim") of another person or entity. The Contractor’s obligations under this section shall not extend to the extent any Intellectual Property Claim is based on:
a. Compliance with any designs, specifications, requirements, or instructions by any Indemnified Party or a third party on Indemnified Party’s behalf; or
b. The modification of the Contractor’s Product by anyone other than Contractor; or
c. The amount or duration of use made of Contractor’s Product, or services offered by Indemnified Party to external or internal Purchasing Entity, or revenue earned by the Indemnified Party; or
d. The combination of the operation or use of a Contractor’s Product with third party products, software, or business processes.
INDEMNIFICATION – INTELLECTUAL PROPERTY. 14.1. Notwithstanding any provision contained herein to the contrary, Customer agrees to indemnify and hold Rockford Systems harmless from any and all damages, costs and expenses relating to any claim arising from the Goods on the Customer’s premises including but not limited to (a) any person whether employed by customer or otherwise, intentionally or unintentionally (i) placing any body part in machinery, (ii) operating machinery without proper eye, face or body protection, (iii) operating of machinery without appropriate training, (iv) operating of machinery that has not been maintained, or is not operated, in a manner consistent with, OSHA, ANSI and other applicable industry standards,
INDEMNIFICATION – INTELLECTUAL PROPERTY. (a) Subject to the limitations in Sections 10.12 - 10.14, we will defend you and your employees, officers, and directors against any third-party claim alleging that the Software infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
(b) Subject to the limitations in Sections 10.12 - 10.14, you will defend us, our affiliates, and their respective employees, officers, and directors against any third-party claim alleging that any content you process, transcode or transmit using the Software (“Your Content”) infringes or misappropriates that third party’s intellectual property rights, and will pay the amount of any adverse final judgment or settlement.
(c) We will not have obligations or liability under this Section 10.12 arising from infringement by combinations of the Software, as applicable, with any other product, service, software, data, content or method. In addition, we will have no obligations or liability arising from your or any third parties’ use of the Software other than for its intended use, or after we have notified you to discontinue such use.
(d) For any claim covered by Section 10.12(a), we will, at our election, either:
(i) procure the rights to use that portion of the Software alleged to be infringing;
(ii) replace the alleged infringing portion of the Software with a non- infringing alternative;
(iii) modify the alleged infringing portion of the Software to make it non- infringing; or
(iv) if none of (i), (ii), (iii) are commercially reasonable, (A) accept the return of any infringing Software and/or terminate any license to use the infringing Software, and (B) grant you a pro-rata credit in the amount of the remaining value of the purchase price of the infringing Software, calculated based on straight-line depreciation over three (3) years from our delivery of such Software.
(e) This Section 10.12(e) states your sole and exclusive remedy and our sole liability for any third party claim that the software infringes a third party’s intellectual property rights.
INDEMNIFICATION – INTELLECTUAL PROPERTY. 13.1. Notwithstanding any provision contained herein to the contrary, Customer agrees to indemnify and hold Link4 harmless from any and all damages, costs and expenses relating to any claim arising from the Goods on the Customer’s premises including but not limited to (a) any person whether employed by customer or otherwise, intentionally or unintentionally (i) placing any body part in machinery, (ii) operating machinery without proper eye, face or body protection, (iii) operating of machinery without appropriate training, (iv) operating of machinery that has not been maintained, or is not operated, in a manner consistent with, OSHA, ANSI and other applicable industry standards, (v) operating machinery that has been tampered, rewired or bypassed by Customer or any third party or (b) a mechanical defect, malfunction or failure in machinery or component thereof or otherwise resulting from Customer’s breach of the Agreement.
13.2. In the event any Goods to be furnished under the Agreement are to be made in accordance with drawings, samples or manufacturing specifications designated by Customer, Customer agrees to hold Link4 harmless from any and all damages, costs and expenses relating to any claim arising from the design, manufacture or use of such Goods or arising from a claim that such Goods furnished to Customer by Link4, or the use thereof, infringes upon any intellectual property rights, including, without limitation, Letters Patent or trade secrets, foreign or domestic, and Customer agrees at its own expense to undertake the defense of any suit against Link4 brought upon such claim or claims. In the event, any Goods to be furnished under the Agreement are solely the design of Link4, Link4 agrees (subject to the last sentence of this Section) to hold harmless Customer and its customers against damage awarded by a court of final jurisdiction in any suit or suits for the infringement of any intellectual property rights or the violation of any trade secrets because of the sale or use of such Goods furnished by Link4 under the Agreement. Customer agrees to notify Link4 as soon as practicable of any charge or suit alleging any such infringement or violation, and agrees that the foregoing agreement by Link4 to indemnify shall not apply unless Link4 shall have been so notified and given the opportunity to take over the defense thereof, and further, such agreement to indemnify shall not apply if (i) the claimed infringement is settled without the consent of Lin...
