Indemnity for infringement. (a) XXXX will indemnify the Subscriber against liability or loss under or in connection with any claim made by a third party against the Subscriber regarding its use of the Services or any Intellectual Property in accordance with the Participation Agreement.
Indemnity for infringement. Ceridian will indemnify and hold Client harmless from and against any and all claims alleging that the Services and any Intellectual Property furnished by Ceridian violate any third party's patent, trade secret or copyright, except to the extent that such claims arise from Client's modification of the Services or Intellectual Property or from Client’s use of such Services in excess of the provisions set out in this Section 6 (including the use by the Client or its Affiliates out of the Territory). However, Ceridian’s liability hereunder shall be conditional upon Client providing Ceridian with timely written notice of any such claim or threat thereof, and the full and exclusive authority for, and information for and assistance with, the defense and settlement thereof. If such claim has occurred, or in Ceridian’s opinion is likely to occur, Client agrees to permit Ceridian, at its option and expense, either to procure for Client the right to continue using the Intellectual Property, or replace or modify the same so that it becomes non-infringing. If neither of the foregoing alternatives is reasonably available, Ceridian may immediately terminate its obligations (and Client’s rights) under the Agreement with regard to such Intellectual Property (if the Services are deliverable without such Intellectual Property) or terminate the Agreement in its entirety (to the extent Ceridian is not able to provide the Service without such Intellectual Property).
Indemnity for infringement. Xxxxxx agrees upon receipt of notification, to promptly assume full responsibility for defending any claim, suit, action, or proceeding which may be brought against the Buyer Entities which alleges that any goods or services provided by Seller pursuant to this purchase order infringe any patent, trademark, copyright, trade secret or other proprietary right owned by a third party. Xxxxxx further agrees to indemnify Buyer against any and all expenses, losses, royalties, lost profits and damages, including court cost and attorney’s fees, resulting from such claim, suit, action or proceeding, including any settlement, decree or judgment entered therein. Buyer may at its option, be represented and actively participate through its own counsel in any such claim, suit or proceeding, including any settlement, decree or judgment entered therein. Seller's obligations pursuant to this Indemnity for Infringement clause shall survive in perpetuity. Notwithstanding the foregoing, Seller shall have no obligation to defend or indemnify Buyer with respect to any claim which is directed to items delivered pursuant to this purchase order, the designs for which were specified entirely by Buyer.
Indemnity for infringement. Licensor hereby indemnifies and holds Licensee, and its sublicensees, harmless against any and all actions, suits, claims or demands whatsoever, including the costs and expenses connected therewith, which any of them may incur or become liable to pay by reason of any claim, suit or demand for infringement of patent because of the manufacture, use, or sale of the Product, provided Licensor shall be promptly notified of any such action, suit, claim or demand.
Indemnity for infringement. The Seller shall, at its expense, hold harmless and defend Buyer, its partners, agents, suppliers, and customers and all persons or entities claiming against or under Buyer, in any lawsuit for the infringement of any patent, copyright or trademark, or other protected intellectual property and shall indemnify the aforesaid parties for all damages, including consequential damages, costs, expenses of suit, including reasonable attorneys’ fees, expert fees, and litigation costs, arising there from by reason of any claim, whether valid or unfounded arising from the manufacture, sale or use of the items covered by this Purchase Order. Seller shall be given adequate notice of such claims, and shall assume full responsibility for the defense thereof. Seller shall keep Buyer fully informed of the progress of such claim or lawsuit, and shall inform Buyer of any proposed settlement, accord, release, or possible judgment affecting Buyer in any way. Seller will hold harmless, and will indemnify the Buyer, its partners, affiliates, and/or customers for any monetary damages arising from this Purchase Order and from claims arising from the transaction or items which are the subject of this Purchase Order.
Indemnity for infringement. Subject to subclauses 10.5 and 10.6, Xxxxxxxx will indemnify the Licensee against liability under any final judgment in proceedings brought by a third party against the Licensee which determine that the Licensee's use of the Software or any Deliverables constitutes an infringement of Intellectual Property (other than patents) under the law of England and Wales.
Indemnity for infringement. The Seller shall, at its expense, hold harmless and defend Buyer, its customers, and all persons claiming under Buyer, against any claim, demand, action or suit alleging or arising from the infringement of any patent, copyright or trademark or any misappropriation of trade secrets, and shall indemnify the aforesaid parties against damages, costs, and expenses, including all legal expenses, arising there from by reason of the manufacture, sale or the normal and intended use of the articles and services covered by the Order. Seller shall be given adequate notice of such claims and will assume full and exclusive control in the defense thereof. Buyer will provide reasonable cooperation to the Seller by supplying relevant documents and making Buyer employees available for consultation and testimony. Seller will compensate Buyer for such cooperation.
Indemnity for infringement. The Seller shall, at its expense, indemnify and hold harmless CubicPV, its customers and all persons claiming under CubicPV, against any suit or suits for the infringement of any patent, copyright or trademark or any misappropriation of trade secrets, and shall defend indemnity the aforesaid parties against all damages, costs and expenses, including all legal expense, arising there from by reason of the manufacture, sale or the natural and intended use of the items covered by this purchase order. Seller shall be given adequate notice of such claims and assume full and exclusive control in the defense thereof.
Indemnity for infringement. 侵权保护 Seller agrees upon receipt of notification, to promptly assume full responsibility for defending any claim, suit, action, or proceeding which may be brought against the Buyer Entities which alleges that any goods or services provided by Seller pursuant to this Agreement infringe any patent, trademark, copyright, trade secret or other proprietary right owned by a third party. Seller further agrees to indemnify Buyer against any and all expenses, losses, royalties, lost profits and damages, including court cost and attorney’s fees, resulting from such claim, suit, action or proceeding, including any settlement, decree or judgment entered therein. Buyer may at its option, be represented and actively participate through its own counsel in any such claim, suit or proceeding, including any settlement, decree or judgment entered therein. Seller's obligations pursuant to this Section 16 shall survive the completion of performance and expiration or termination of this Agreement. Notwithstanding the foregoing, Seller shall have no obligation to defend or indemnify Buyer with respect to any claim which is directed to items delivered pursuant to this Agreement, the designs for which were specified entirely by Buyer. 卖方同意在接到通知后，及时保护买方利益，承担由于卖方在提供本协议规定的产品或服务时侵犯专利、商标、版权、商业秘密或者其他第三方拥有专属权利可能对买方企业带来任何索赔，诉讼，行动或诉讼的全部责任。卖方还同意赔偿由于索赔、诉讼或法律程序，包括裁决、法令、判决产生的所有费用、损失、特许权使用费、利润损失和损害，包括法院费和律师费。买方可以根据自己的选择，由律师代表其利益积极参与此类索赔、诉讼，包括和解、裁决。第１6 条中规定的卖方的义务在本协议履行完毕、到期或终止后仍然有效。尽管有上述规定，卖方不应有义务保护或者赔偿本协议中交付的完全按照买方指定的设计完成项目。
Indemnity for infringement. The Seller shall, at its expense, hold harmless and defend L3Harris, its customers, and all persons claiming under L3Harris, against any claim, demand, action or suit alleging or arising from the infringement of any patent, copyright, or trademark or any misappropriation of trade secrets, and shall indemnify the aforesaid parties against all damages, costs, and expenses, including all legal expenses, arising therefrom by reason of the manufacture, sale, or the normal and intended use of the articles covered by this Purchase Order. Seller shall be given adequate notice of such claims and will assume full and exclusive control in the defense thereof. L3Harris will provide reasonable cooperation to Seller by supplying relevant documents and making L3Harris employees available for consultation and testimony. Seller will compensate L3Harris for such cooperation.
