Common use of INDEMNIFICATION RELATING TO INFRINGEMENT Clause in Contracts

INDEMNIFICATION RELATING TO INFRINGEMENT. The Contractor will also defend, indemnify and hold the Authorized Users harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: a) such claim arises solely out of the Products as supplied by the Contractor, and not out of any modification to the Products made by Authorized User or by someone other than Contractor at the direction of the Authorized User without Contractor’s approval, or by reason of an off-the-shelf component; and b) Authorized User gives Contractor prompt written notice of any such action, claim suit or threat of suit alleging infringement. The Authorized User shall give Contractor the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and to provide assistance in the defense of any such action, claim or suit at the expense of Contractor. Such indemnity shall only be applicable in the event of claims, judgments, liabilities and/or costs that may be finally assessed against Authorized User in any action for infringement of a patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims, judgments, liabilities and/or costs arise solely from the Authorized Users negligent act, failure to act, gross negligence or willful misconduct. If usage of a Product shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User the right to continue usage (ii) to modify the service or Product so that usage becomes non-infringing, and is of at least equal quality and performance; or (iii) 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 the Authorized User is given a refund for any amounts paid for the period during which usage was not feasible. In the event that an action at law or in equity is commenced against the Authorized User arising out of a claim that the Authorized User's use of the Product under the Contract infringes any patent, copyright, trademark, trade secret or proprietary right, and Contractor is of the opinion that the allegations in such action in whole or in part are not covered by the indemnification and defense provisions set forth in the Contract, Contractor shall immediately notify the Authorized User and the Office of the Attorney General in writing and shall specify to what extent Contractor believes it is obligated to defend and indemnify under the terms and conditions of the Contract and to what extent it is not so obligated to defend and indemnify. Contractor shall in such event protect the interests of the Authorized User and seek to secure a continuance to permit the Authorized User to appear and defend their interests in cooperation with Contractor, as is appropriate, including any jurisdictional defenses the Authorized User may have. This constitutes the Authorized User’s sole and exclusive remedy for patent infringement, or for infringement of any other third party proprietary right.

INDEMNIFICATION RELATING TO INFRINGEMENT. The Contractor will shall also defend, indemnify and hold the Authorized Users harmless from and against any and all suits, actions, proceedings, claims, losses, damages, expenses and costs of every name and description (including reasonable attorneys' attorney fees), claims, judgments, liabilities and costs in any action for relating to a claim of infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: a) provided such claim arises solely out of the Products as supplied by the Contractor, and not out of any modification to the Products made by the Authorized User or by someone other than Contractor at the direction of the Authorized User without Contractor’s approval; provided, or by reason of however, that the Contractor shall not be obligated to indemnify an off-the-shelf component; and b) Authorized User gives Contractor for any claim, loss or damage arising hereunder to the extent caused by the negligent act, failure to act, gross negligence or willful misconduct of the Authorized User. The Authorized User shall give Contractor: (i) prompt written notice of any such action, claim suit or threat of suit alleging infringement. The Authorized User shall give Contractor , (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor's ’s sole expense, and to provide (iii) assistance in the defense of any such action, claim or suit at the expense of Contractor. Such indemnity shall only be applicable in Notwithstanding the event of claimsforegoing, judgmentsthe State reserves the right to join such action, liabilities and/or costs that may be finally assessed against Authorized User in any action for infringement of at its sole expense, if it determines there is an issue involving a patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims, judgments, liabilities and/or costs arise solely from the Authorized Users negligent act, failure to act, gross negligence or willful misconductsignificant public interest. If usage of a Product shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User the right to continue usage (ii) to modify the service or Product so that usage becomes non-infringing, and is of at least equal quality and performance; or (iii) 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 the Authorized User is given a refund for any amounts paid for the period during which usage was not feasible. In the event that an action or proceeding at law or in equity is commenced against the Authorized User arising out of a claim that the Authorized User's ’s use of the Product under the Contract infringes any patent, copyright, trademark, trade secret or proprietary right, and Contractor is of the opinion that the allegations in such action or proceeding in whole or in part are not covered by the indemnification and defense provisions set forth in the Contract, Contractor shall immediately notify the Authorized User and the New York State Office of the Attorney General in writing and shall specify to what extent Contractor believes it is obligated to defend and indemnify under the terms and conditions of the Contract and to what extent it is not so obligated to defend and indemnify. Contractor shall in such event protect the interests of the Authorized User and seek attempt to secure a continuance to permit the State and the Authorized User to appear and defend their interests in cooperation with Contractor, as is appropriate, including any jurisdictional defenses the State and Authorized User may have. In the event of a dispute regarding the defense, the Contractor and the Attorney General shall try to reach an amicable resolution, but the Attorney General shall have the final determination on such matters. This constitutes the Authorized User’s sole and exclusive remedy for patent infringementinfringement of a patent, copyright, trademark, trade secret, or for infringement of any other third party proprietary right.

INDEMNIFICATION RELATING TO INFRINGEMENT. The Contractor will also defend, indemnify and hold the Authorized Users harmless from and against any and all damages, expenses (including reasonable attorneys' ’ fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: (a) such claim arises solely out of the Products as supplied by the Contractor, and not out of any modification to the Products made by the Authorized User or by someone other than Contractor at the direction of the Authorized User without Contractor’s approval, or by reason of an off-the-shelf component; and (b) Authorized User gives Contractor prompt written notice of any such action, claim suit or threat of suit alleging infringement. The Authorized User shall give Contractor the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and to provide assistance in the defense of any such action, claim or suit at the expense of Contractor. Such indemnity shall only be applicable in the event of claims, judgments, liabilities and/or costs that may be finally assessed against an Authorized User in any action for infringement of a patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims, judgments, liabilities and/or costs arise solely from the Authorized Users User’s negligent act, failure to act, gross negligence or willful misconduct. If usage of a Product shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User the right to continue usage (ii) to modify the service or Product so that usage becomes non-infringing, and is of at least equal quality and performance; or (iii) 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 the Authorized User is given a refund for any amounts paid for the period during which usage was not feasible. In the event that an action at law or in equity is commenced against the Authorized User arising out of a claim that the Authorized User's ’s use of the Product under the Contract infringes any patent, copyright, trademark, trade secret or proprietary right, and Contractor is of the opinion that the allegations in such action in whole or in part are not covered by the indemnification and defense provisions set forth in the Contract, Contractor shall immediately notify the Authorized User and the New York State Office of the Attorney General in writing and shall specify to what extent Contractor believes it is obligated to defend and indemnify under the terms and conditions of the Contract and to what extent it is not so obligated to defend and indemnify. Contractor shall in such event protect the interests of the Authorized User and seek to secure a continuance to permit the Authorized User to appear and defend their interests in cooperation with Contractor, as is appropriate, including any jurisdictional defenses the Authorized User may have. This constitutes the Authorized User’s sole and exclusive remedy for patent infringement, or for infringement of any other third party proprietary right.

INDEMNIFICATION RELATING TO INFRINGEMENT. The Contractor will also defend, indemnify and hold the Authorized Users harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: a) such claim arises solely out of the Products as supplied by the Contractor, and not out of any modification to the Products made by Authorized User or by someone other than Contractor at the direction of the Authorized User without Contractor’s approval, or by reason of an off-the-shelf component; and b) Authorized User gives Contractor prompt written notice of any such action, claim suit or threat of suit alleging infringement. The Authorized User shall give Contractor the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and to provide assistance in the defense of any such action, claim or suit at the expense of Contractor. Such indemnity shall only be applicable in the event of claims, judgments, liabilities and/or costs that may be finally assessed against Authorized User in any action for infringement of a patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims, judgments, liabilities and/or costs arise solely from the Authorized Users negligent act, failure to act, gross negligence or willful misconduct. If usage of a Product shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User the right to continue usage (ii) to modify the service or Product so that usage becomes non-non- infringing, and is of at least equal quality and performance; or (iii) 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 the Authorized User is given a refund for any amounts paid for the period during which usage was not feasible. In the event that an action at law or in equity is commenced against the Authorized User arising out of a claim that the Authorized User's use of the Product under the Contract infringes any patent, copyright, trademark, trade secret or proprietary right, and Contractor is of the opinion that the allegations in such action in whole or in part are not covered by the indemnification and defense provisions set forth in the Contract, Contractor shall immediately notify the Authorized User and the Office of the Attorney General in writing and shall specify to what extent Contractor believes it is obligated to defend and indemnify under the terms and conditions of the Contract and to what extent it is not so obligated to defend and indemnify. Contractor shall in such event protect the interests of the Authorized User and seek to secure a continuance to permit the Authorized User to appear and defend their interests in cooperation with Contractor, as is appropriate, including any jurisdictional defenses the Authorized User may have. This constitutes the Authorized User’s sole and exclusive remedy for patent infringement, or for infringement of any other third party proprietary right. Indemnification of the Contractor by Authorized Users is prohibited under the Contract.

INDEMNIFICATION RELATING TO INFRINGEMENT. The Contractor will also defend, indemnify and hold the Authorized Users State and its officers, commissioners, employees, representatives, and agents harmless from and against any and all damages, expenses (including reasonable attorneys' ’ fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: a(i) such claim arises solely out of the Products or Services as supplied by the Contractor, and not out of any modification to the Products made by Authorized User the State or by someone other than the Contractor at the direction of the Authorized User State without Contractor’s approval, or by reason of an off-the-shelf component; and b(ii) Authorized User the State gives Contractor prompt written notice of any such action, claim suit claim, suit, or threat of suit alleging infringement. The Authorized User State shall give Contractor the opportunity to take over, settle or defend such action, claim or suit at Contractor's ’s sole expense, and to the State will provide assistance in the defense of any such action, claim or suit at the expense of Contractor. Such indemnity shall only be applicable in the event of claims, judgments, liabilities and/or costs that may be finally assessed against Authorized User the State in any action for infringement of a patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims, judgments, liabilities and/or costs arise solely from the Authorized Users State’s negligent act, failure to act, gross negligence or willful misconduct. Where a dispute or claim arises relative to a real or anticipated infringement, the State may require the Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the State shall require. Notwithstanding the foregoing, the State reserves the right to join such action, at its sole expense when it determines there is an issue involving a significant public interest. If usage any claim is brought against the State for the unauthorized use of a Product such Product, information, service or thing, the Contractor will indemnify the State for any expense due to such claim and will cooperate with the State and the Attorney General in the defense of that claim. If use of any Contractor provided Product(s), Deliverable or part(s) thereof, shall be enjoined for any reason reason, or if the Contractor believes that it such Product(s), Deliverable or part(s) thereof may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User State the right to continue usage using such Product(s), Deliverable or part(s) thereof, as applicable; (ii) to modify the service Service, Product(s) or Product Deliverable so that usage becomes non-infringing, and is of at least equal quality and performance; or (iii) to replace such Product said Product(s) or parts Deliverable(s) or part(s) thereof, as applicable, with a non-infringing Product Product(s) or Deliverable(s) of at least equal quality and performance. If ; or (iv) if none of the above remedies are not availableforegoing is commercially reasonable, then the parties State agrees to return the Product(s) or Deliverable(s) (or part thereof) and Contractor shall terminate provide monetary compensation to the Contract, in whole State for its inability to continue to use the affected Product(s) or in Deliverable(s) (or part as necessary and applicable, provided that the Authorized User is given a refund for any amounts paid for the period during which usage was not feasiblethereof). In the event that an any action or proceeding at law or in equity is commenced against the Authorized User State arising out of a claim that the Authorized User's State’s use of the Product Product(s) under the Contract Agreement infringes any patent, copyright, trademark, trade secret or proprietary right, and Contractor is of the opinion that the allegations in such action in whole or in part are not covered by the indemnification and defense provisions set forth in the ContractAgreement, Contractor shall immediately notify the Authorized User State and the New York State Office of the Attorney General in writing and shall specify to what extent Contractor believes it is obligated to defend and indemnify under the terms and conditions of the Contract Agreement and to what extent it is not so obligated to defend and indemnify. Contractor shall in such event protect the interests of the Authorized User State and seek to secure a continuance to permit the Authorized User State to appear and defend their its interests in cooperation with Contractor, as is appropriate, including any jurisdictional defenses the Authorized User State may have. This constitutes the Authorized UserState’s sole and exclusive remedy for patent infringement, or for infringement of any other third party proprietary right.

INDEMNIFICATION RELATING TO INFRINGEMENT. a. The Contractor will also defend, indemnify and hold the Authorized Users harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: a) such claim arises solely out of the Products as supplied by the Contractor, and not out of any modification to the Products made by Authorized User or by someone other than Contractor at the direction of the Authorized User without Contractor’s approval, or by reason of an off-the-shelf component; and b) Authorized User gives Contractor prompt written notice of any such action, claim suit or threat of suit alleging infringement. . b. The Authorized User shall give Contractor the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and to provide assistance in the defense of any such action, claim or suit at the expense of Contractor. Such indemnity . c. The Contractor’s obligation to indemnify as set forth herein shall only be applicable in arise upon the event final assessment of any claims, damages, judgments, liabilities and/or or costs that may be finally assessed against the Authorized User in any action for infringement of a patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims, damages, judgments, liabilities and/or or costs arise solely from due to the Authorized Users negligent act, failure to act, gross negligence or willful misconduct. misconduct of the Authorized User. d. If usage of a Product shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User the right to continue usage (ii) to modify the service or Product so that usage becomes non-infringing, and is of at least equal quality and performance; or (iii) to replace such Product or parts thereof, as applicable, with non-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 the Authorized User is given a refund for any amounts paid for the period during which usage was not feasible. . e. In the event that an action at law or in equity is commenced against the Authorized User arising out of a claim that the Authorized User's use of the Product under the Contract infringes any patent, copyright, trademark, trade secret or proprietary right, and Contractor is of the opinion that the allegations in such action in whole or in part are not covered by the indemnification and defense provisions set forth in the Contract, Contractor shall immediately notify the Authorized User and the Office of the Attorney General in writing and shall specify to what extent Contractor believes it is obligated to defend and indemnify under the terms and conditions of the Contract and to what extent it is not so obligated to defend and indemnify. Contractor shall in such event protect the interests of the Authorized User and seek to secure a continuance to permit the Authorized User to appear and defend their interests in cooperation with Contractor, as is appropriate, including any jurisdictional defenses the Authorized User may have. This constitutes the Authorized User’s sole and exclusive remedy for patent infringement, or for infringement of any other third party proprietary right. f. Indemnification of the Contractor by Authorized Users is prohibited under the Contract.

INDEMNIFICATION RELATING TO INFRINGEMENT. The Contractor A. Vendor will also defend, indemnify and hold the Authorized Users RGRTA harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: a) such claim arises solely out of the Products Deliverables as supplied by the ContractorVendor, and not out of any modification to the Products Deliverables made by Authorized User RGRTA or by someone other than Contractor Vendor at the direction of the Authorized User without Contractor’s Vendor's approval, or by reason of an off-the-shelf component; and b) Authorized User RGRTA gives Contractor Vendor prompt written notice of any such action, claim suit or threat of suit alleging infringement. The Authorized User . B. RGRTA shall give Contractor Vendor the opportunity to take over, settle or defend such action, claim or suit at ContractorVendor's sole expense, and to provide assistance in the defense of any such action, claim or suit at the expense of Contractor. Vendor. C. Such indemnity shall only be applicable in the event of claims, judgments, liabilities and/or costs that may be finally assessed against Authorized User RGRTA in any action for infringement of a patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims, judgments, liabilities and/or costs arise solely from the Authorized Users RGRTA's negligent act, failure to act, gross negligence or willful misconduct. . D. If usage of a Product Deliverables shall be enjoined for any reason or if Contractor VENDOR believes that it may be enjoined, Contractor Vendor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User RGRTA the right to continue usage (ii) to modify the service or Product Deliverables so that usage becomes non-non- infringing, and is of at least equal quality and performance; or (iii) to replace such Product Deliverables or parts thereof, as applicable, with non-non- infringing Product Deliverables 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 the Authorized User RGRTA is given a refund for any amounts paid for the period during which usage was not feasible. . E. In the event that an action at law or in equity is commenced against the Authorized User RGRTA arising out of a claim that the Authorized UserRGRTA's use of the Product Deliverables under the Contract infringes any patent, copyright, trademark, trade secret or proprietary right, and Contractor VENDOR is of the opinion that the allegations in such action in whole or in part are not covered by the indemnification and defense provisions set forth in the Contract, Contractor Vendor shall immediately notify the Authorized User and the Office of the Attorney General RGRTA in writing and shall specify to what extent Contractor Vendor believes it is obligated to defend and indemnify under the terms and conditions of the Contract and to what extent it is not so obligated to defend and indemnify. Contractor . F. Vendor shall in such event protect the interests of RGRTA and/or the Authorized User and seek to secure a continuance to permit the Authorized User RGRTA to appear and defend their interests in cooperation with ContractorVendor, as is appropriate, including any jurisdictional defenses the Authorized User RGRTA may have. This constitutes the Authorized UserRGRTA’s sole and exclusive remedy for patent infringement, or for infringement of any other third party proprietary right.

INDEMNIFICATION RELATING TO INFRINGEMENT. The Contractor will shall also defend, indemnify and hold the Authorized Users harmless from and against any and all suits, actions, proceedings, claims, losses, damages, expenses and costs of every name and description (including reasonable attorneys' attorney fees), claims, judgments, liabilities and costs in any action for relating to a claim of infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: a) provided such claim arises solely out of the Products as supplied by the Contractor, and not out of any modification to the Products made by the Authorized User or by someone other than Contractor at the direction of the Authorized User without Contractor’s approval; provided, or by reason of however, that the Contractor shall not be obligated to indemnify an off-the-shelf component; and b) Authorized User gives Contractor for any claim, loss or damage arising hereunder to the extent caused by the negligent act, failure to act, gross negligence or willful misconduct of the Authorized User. The Authorized User shall give Contractor: (i) prompt written notice of any such action, claim suit or threat of suit alleging infringement. The Authorized User shall give Contractor , (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor's ’s sole expense, and to provide (iii) assistance in the defense of any such action, claim or suit at the expense of Contractor. Such indemnity shall only be applicable in Notwithstanding the event of claimsforegoing, judgmentsthe State reserves the right to join such action, liabilities and/or costs that may be finally assessed against Authorized User in any action for infringement of at its sole expense, if it determines there is an issue involving a patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims, judgments, liabilities and/or costs arise solely from the Authorized Users negligent act, failure to act, gross negligence or willful misconductsignificant public interest. If usage of a Product shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User the right to continue usage (ii) to modify the service or Product so that usage becomes non-non- infringing, and is of at least equal quality and performance; or (iii) 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 the Authorized User is given a refund for any amounts paid for the period during which usage was not feasible. In the event that an action or proceeding at law or in equity is commenced against the Authorized User arising out of a claim that the Authorized User's ’s use of the Product under the Contract infringes any patent, copyright, trademark, trade secret or proprietary right, and Contractor is of the opinion that the allegations in such action or proceeding in whole or in part are not covered by the indemnification and defense provisions set forth in the Contract, Contractor shall immediately notify the Authorized User and the New York State Office of the Attorney General in writing and shall specify to what extent Contractor believes it is obligated to defend and indemnify under the terms and conditions of the Contract and to what extent it is not so obligated to defend and indemnify. Contractor shall in such event protect the interests of the Authorized User and seek attempt to secure a continuance to permit the State and the Authorized User to appear and defend their interests in cooperation with Contractor, as is appropriate, including any jurisdictional defenses the State and Authorized User may have. In the event of a dispute regarding the defense, the Contractor and the Attorney General shall try to reach an amicable resolution, but the Attorney General shall have the final determination on such matters. This constitutes the Authorized User’s sole and exclusive remedy for patent infringementinfringement of a patent, copyright, trademark, trade secret, or for infringement of any other third party proprietary right.