Indemnities Against Patent and Copyright Infringement Sample Clauses

Indemnities Against Patent and Copyright Infringement. Honeywell will defend Buyer against any suit arising out of any actual or alleged patent or copyright infringement of a valid United States patent or copyright, to the extent based on the Product as delivered by Honeywell, and indemnify for any final judgment assessed against Buyer resulting from such suit provided that Buyer notifies Honeywell in writing promptly after Buyer is apprised of the third-party claim, and Buyer agrees to give sole and complete authority, information and assistance (at Honeywell’s reasonable expense) for the defense and disposition of the claim. Honeywell will not be responsible for any compromise or settlement made without Honeywell’s prior written consent. Because Honeywell has sole control of resolving infringement claims hereunder, in no event will Honeywell be liable for Buyer’s attorney fees or costs. Honeywell will have no liability or obligation to defend and indemnify Buyer to the extent FAR 52.227-1 “Authorization and Consent” applies to Buyer’s prime or higher-tier contract for infringement of an United States patent and Buyer is not subject to any actions for claims, damages, losses, costs and expenses, including reasonable attorneys’ fees by a third party. Honeywell will have no liability or obligation to defend and indemnify Buyer with respect to claims of infringement arising out of or based on: (a) Products supplied pursuant to Buyer’s designs, drawings or manufacturing specifications; or (b) Products used other than for their ordinary intended purpose as documented in the Product documentation; or (c) any combination of the Product with any article or service not furnished by Honeywell; or (d) use of other than the latest version of software Product released by Honeywell; or
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Indemnities Against Patent and Copyright Infringement. Vindicator will defend any suit against the Buyer arising out of any actual or alleged patent or copyright infringement of a valid United States patent or copyright, to the extent based on the Product as delivered by Xxxxxxxxxx, and indemnify for any final judgment assessed against Buyer resulting from the suit provided that Xxxxx notifies Vindicator at the time it is apprised of the third-party claim, and agrees to give sole and complete authority, information and assistance (at Vindicator’s expense) for the defense and disposition of the claim. Vindicator will not be responsible for any compromise or settlement made without Vindicator’s consent. Vindicator will have no obligation or liability with respect to: (a) Products provided pursuant to Buyer's designs, drawings or manufacturing specifications; (b) Products used other than for their ordinary purpose; (c) claims of infringement resulting from combining any Product furnished under this Agreement with any article not furnished by Vindicator; (d) use of other than the latest version of software Product released by Vindicator; or (e) any modification of the Product other than a modification by Vindicator. Further, Xxxxx agrees to indemnify and defend Vindicator to the same extent and subject to the same restrictions as set forth above in Vindicator's obligations to Buyer for any suit against Vindicator based upon a claim of infringement resulting from (a), (b), (c), (d) or (e) of the preceding paragraph. Because Vindicator has exclusive control of resolving infringement claims under this Agreement, in no event will Vindicator be liable for Buyer's attorney fees or costs. If a claim is made or if Vindicator believes that a claim is likely, Vindicator may, at its option, and at its expense, procure for Buyer the right to continue using the Product, replace or modify the Product so that it becomes non-infringing; or accept return of the Product or terminate Buyer’s license to use the infringing Product and grant Buyer a credit for the purchase price or license fee paid for that product, less a reasonable depreciation for use, damage, and obsolescence. Further, Vindicator may cease shipping infringing Products without being in breach of this Agreement. Any liability of Vindicator under this provision is subject to the "Limitation of Liability" provision of this Agreement. This provision states the parties’ entire liability, sole recourse and their exclusive remedies with respect to infringement. All other w...
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Indemnities Against Patent and Copyright Infringement 
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Related to Indemnities Against Patent and Copyright Infringement

  • Trademark Infringement (a) If either Party learns that a third party is infringing the ACTIMMUNE xxxx, it shall promptly notify the other in writing. The Parties shall use reasonable efforts in cooperation with each other to stop such trademark infringement without litigation.

  • Patent Infringement A. The Contractor shall report to OC Public Works, promptly and in reasonable detail, each notice or claim of patent infringement based on the performance of this Contract of which the Contractor has knowledge.

  • Non-Infringement To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company-Owned Intellectual Property by any third party. The Company has not brought any Legal Proceeding for infringement or misappropriation of any Company-Owned Intellectual Property. The Company has never infringed or misappropriated any Third-Party Intellectual Property and has no Liability for infringement or misappropriation of any Third-Party Intellectual Property. The operation of the Business, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company-Owned Intellectual Property and (ii) the Company’s use of any product, device, process or service used in the Business as previously conducted and currently conducted by the Company and currently proposed to be conducted by the Company, has not and does not and will not infringe (directly or indirectly, including via contribution or inducement), misappropriate or violate any Third-Party Intellectual Property, breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines applicable to use of such Third-Party Intellectual Property, and does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which the Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold and there is no basis for any such claims. The Company has not been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that the Company has infringed, misappropriated, or violated or, by conducting the Business, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. No Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by the Company, or that may affect the validity, use or enforceability of any Company Intellectual Property; provided, however, that the foregoing is made to the Company’s knowledge with respect to Company Intellectual Property that is not Company-Owned Intellectual Property. The Company has not received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the Business of the Company, as previously or currently conducted, or as currently proposed to be conducted, infringes or misappropriates any Third-Party Intellectual Property Rights. There is no basis for a claim that any Company Intellectual Property is invalid or unenforceable, provided, however, that the foregoing is made to the Company’s knowledge with respect to Company Intellectual Property that is not Company-Owned Intellectual Property.

  • Intellectual Property Infringement The Supplier warrants that the use or supply by UNDP of the goods sold under this Purchase Order does not infringe any patent, design, trade-name or trade-mark. In addition, the Supplier shall, pursuant to this warranty, indemnify, defend and hold UNDP and the United Nations harmless from any actions or claims brought against UNDP or the United Nations pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection with the goods sold under this Purchase Order.

  • Other Infringement The Parties shall mutually agree on a case-by-case basis (A) whether to bring (or defend) and control any action or proceeding with respect to Competitive Infringement of any Patent Right that is not a Relevant Patent Right, (B) which Party would bring (or defend) and control such action, and (C) how the expenses of, and any recovery from, any such action would be allocated.

  • Patents and Infringement 8.1 Subsequent to the EFFECTIVE DATE, LICENSORS shall continue to have responsibility, at their shared expense, for filing, prosecuting and maintaining their jointly owned patent applications in the USPTO on TECHNOLOGY; DUKE shall continue to have responsibility, at its own expense, for filing, prosecuting and maintaining its solely owned patent applications in the USPTO on DUKE TECHNOLOGY; and MVP shall continue to have responsibility, at its own expense, for filing, prosecuting and maintaining its solely owned patent applications in the USPTO on MVP TECHNOLOGY. LICENSORS shall keep LICENSEE advised as to the prosecution of such applications by forwarding to LICENSEE copies of all official correspondence relating thereto, and shall give LICENSEE an opportunity to comment on all applications, responses to Office Actions, Declarations and other papers before they are filed with the USPTO, and shall consult with LICENSEE concerning the scope of allowed claims before paying any issue fee.

  • INFRINGEMENT AND PATENT ENFORCEMENT 11.1 PHS and Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either party becomes aware.

  • No Infringement To the best of the Company's knowledge, the Company has not violated or infringed and is not currently violating or infringing, and the Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed, any Intellectual Property of any other person or entity, to the extent that any such violation or infringement, either individually or together with all other such violations and infringements, would have a Material Adverse Effect.

  • Infringement Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

  • Infringement and Litigation 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses.

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