Common use of Indemnification – Intellectual Property Clause in Contracts

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. 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 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. Contractor will release, indemnify, and hold DTS the Division, the Eligible Users, 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 the Division, the Eligible Users, 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 the Eligible Users 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. Contractor warrants 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 Xxxxx, Xxxxx agrees to hold Cotta 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 any Good, Custom Deliverablesuch Goods furnished to Buyer by Xxxxx, or Service furnished by Contractor under this Contractthe use thereof, including its use by DTS infringes upon any intellectual property rights, including, without limitation, Letters Patent 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 foreign or are enforceable under the law of the United States of America. Contractor will release, indemnifydomestic, 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 Buyer 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, own expense to participate in undertake the defense of any suit against Xxxxx brought upon such action without relieving Contractor claim or claims. In the event any Goods to be furnished under the Agreement are solely the design of Cotta, Xxxxx agrees (subject to the last sentence of this Section) to hold harmless Buyer and its customers against damage awarded by a court of final jurisdiction in any suit or suits for the infringement of any obligation hereunderintellectual property rights or the violation of any trade secrets by reason of the sale or use of such Goods furnished by Cotta under the Agreement. The parties agree Buyer agrees to notify Xxxxx as soon as practicable of any charge or suit alleging any such infringement or violation, and agrees that if there are any limitations of liabilitythe foregoing agreement by Xxxxx to indemnify shall not apply unless Cotta shall have been so notified and given the opportunity to take over the defense thereof, including a limitation of liability clause in this Contractand further, such limitations of liability will agreement to indemnify shall not apply if (i) the claimed infringement is settled without the consent of Cotta unless required by a final unappealable decree of a court of competent jurisdiction, or (ii) the infringement or violation results from the use of any Goods delivered pursuant to the Agreement in combination with a product not delivered thereunder where such infringement or violation would not have occurred from the use of the Goods alone delivered pursuant to the Agreement. Notwithstanding the foregoing, any obligation on Cotta’s part to indemnify Buyer under this SectionSection 13 shall be limited solely in amount as provided for in Section 8.3(viii) above.

Indemnification – Intellectual Property. Contractor warrants 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 Xxxxx, Xxxxx agrees to hold Cotta 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 any Good, Custom Deliverablesuch Goods furnished to Buyer by Xxxxx, or Service furnished by Contractor under this Contractthe use thereof, including its use by DTS infringes upon any intellectual property rights, including, without limitation, Letters Patent 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 foreign or are enforceable under the law of the United States of America. Contractor will release, indemnifydomestic, 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 Buyer 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, own expense to participate in undertake the defense of any suit against Xxxxx brought upon such action without relieving Contractor claim or claims. In the event any Goods to be furnished under the Agreement are solely the design of Cotta, Xxxxx agrees (subject to the last sentence of this Section) to hold harmless Buyer and its customers against damage awarded by a court of final jurisdiction in any suit or suits for the infringement of any obligation hereunderintellectual property rights or the violation of any trade secrets by reason of the sale or use of such Goods furnished by Cotta under the Agreement. The parties agree Buyer agrees to notify Xxxxx as soon as practicable of any charge or suit alleging any such infringement or violation, and agrees that if there are any limitations of liabilitythe foregoing agreement by Xxxxx to indemnify shall not apply unless Cotta shall have been so notified and given the opportunity to take over the defense thereof, including a limitation of liability clause in this Contractand further, such limitations of liability will agreement to indemnify shall not apply if (i) the claimed infringement is settled without the consent of Cotta unless required by a final unappealable decree of a court of competent jurisdiction, or (ii) the infringement or violation results from the use of any Goods delivered pursuant to the Agreement in combination with a product not delivered thereunder where such infringement or violation would not have occurred from the use of the Goods alone delivered pursuant to the Agreement. Notwithstanding the foregoing, any obligation on Xxxxx’s part to indemnify Buyer under this SectionSection 13 shall be limited solely in amount as provided for in Section 8.3(viii) above.

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 the Division, the Eligible Users, 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-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 a third party 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 the Division, the Eligible Users, 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 the Eligible Users 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.Contractor will not indemnify for (1) use by Customer in a manner inconsistent with Contractor’s instruction; (2) the State’s combination of Contractor’s products with other products; or (3) Contractor’s development of a Custom Deliverable in accordance with the State’s written direction.

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 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. Contractor will release, indemnify, and hold DTS the Division, the Eligible Users, 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 the Division, the Eligible Users, 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 the Eligible Users 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. THIS SECTION STATES THE ENTIRE OBLIGATION OF CONTRACTOR AND ITS SUPPLIERS, AND THE EXCLUSIVE REMEDY OF PURCHASER, IN RESPECT OF ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHTS. THIS INDEMNITY OBIJGATION AND REMEDY ARE GIVEN TO PURCHASER SOLELY FOR ITS BENEFIT AND IN LIEU OF, AND CONTRACTOR DISCLAIMS, ALL WARRANTIES, CONDITIONS, AND OTHER TERMS OF NON-INFRINGEMENT WITH RESPECT TO ANY PRODUCT. Limitation of Liability. Except for those obligations u n d e r Intellectual P r o p e r t y Infringement, General Indemnity, notwithstanding anything else herein, all liability of Contractor and its suppliers to any Participating Entity for claims arising under this Participating Addendum, or otherwise shall be limited to Three Million Dollars ($3,000,000). This limitation of liability i s cumulative and not per incident.