INDEMNITY FOR INFRINGEMENT CLAIMS. EXCEPT TO THE EXTENT ARISING FROM MATERIALS PROVIDED TO CONTRACTOR BY UNIVERSITY, WHICH MATERIALS ARE UTILIZED BY CONTRACTOR IN THEIR UNALTERED FORM AND WITHOUT LIMITING THE GENERALITY OF THE INDEMNIFICATION CLAUSE REFERENCED IN THE HOLD HARMELSS SECTION BELOW, CONTRACTOR EXPRESSLY AGREES TO INDEMNIFY AND HOLD HARMLESS UNIVERSITY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES, AND DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS THAT THE DELIVERABLES INFRINGE ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY. The indemnity under this Section will not apply to the extent such alleged or actual infringement arises as a result of (i) modifications of such work made by University which were not approved by Contractor, or (ii) Contractor’s compliance with any of University’s designs, specifications or instructions. In the event that a court of competent jurisdiction determines in a final, non-appealable order that the work is infringing in a manner for which Contractor is obligated to indemnify University pursuant to this Section, Contractor will, at its option, either (1) procure for University the right to continue using such infringing work; (2) replace the infringing work with a non-infringing item of like form, fit or function; or (3) modify the work so that it no longer infringes.
INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 11.a, CONTRACTOR EXPRESSLY AGREES TO DEFEND, INDEMNIFY, AND HOLD AGENCY, THE STATE OF OREGON AND THEIR AGENCIES, SUBDIVISIONS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY AND ALL CLAIMS, SUITS, ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES, INCLUDING ATTORNEYS FEES, AND DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS THAT THE WORK, THE WORK PRODUCT OR ANY OTHER TANGIBLE OR INTANGIBLE ITEMS DELIVERED TO AGENCY BY CONTRACTOR THAT MAY BE THE SUBJECT OF PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR THE AGENCY’S USE THEREOF, INFRINGES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY; PROVIDED, THAT STATE SHALL PROVIDE CONTRACTOR WITH PROMPT WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM.
INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 12.1, CONTRACTOR EXPRESSLY AGREES TO INDEMNIFY AND HOLD HARMLESS UNIVERSITY AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, ACTIONS, LOSSES, LIABILITIES, COSTS, EXPENSES, INCLUDING ATTORNEYS FEES, AND DAMAGES ARISING OUT OF OR RELATED TO ANY CLAIMS THAT THE DELIVERABLES INFRINGE ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY Contractor shall defend, at its expense, by counsel approved by University, such approval not to be withheld unreasonably, any such suit or proceeding provided that: (a) University gives Contractor prompt notice in writing of any such suit and permits Contractor through counsel, to answer the charge of infringement and defend such suit; and (b) University gives Contractor all the needed information, assistance and authority, at Contractor’s expense to enable Contractor to defend such suit. Contractor shall not be responsible for payment of any amounts under any settlement made without its prior written consent. Any settlement entered into by Contractor purporting to bind University shall be subject to University's prior written approval, which shall not be withheld unreasonably. The foregoing indemnity shall not apply to the extent such alleged or actual infringement arises as a result of (i) the use or incorporation of such Deliverables in a manner or in combination with any other products, devices or parts not specified in Contractor’s specifications therefor, (ii) modifications of such Deliverables made by University or any party (other than Contractor) which were not approved by Contractor, or (iii) Contractor’s compliance with any of University’s designs, specifications or instructions. In the event that a court of competent jurisdiction determines in a final, nonappealable order that the Deliverable is infringing in a manner for which Contractor is obligated to indemnify University pursuant to this Section 12.2, Contractor shall, at its option, either (1) procure for University the right to continue using such infringing Deliverable; (2) replace the infringing Deliverable with a non-infringing item of like form, fit or function; (3) modify the Deliverable so that it no longer infringes; or (4) remove the Deliverable and refund the purchase price to University.
INDEMNITY FOR INFRINGEMENT CLAIMS. Without limiting the generality of Section 9.a or 9.b, Consultant expressly agrees to indemnify, defend, save and hold harmless the State of Oregon, the Oregon Transportation Commission and its members, the Department of Transportation and their agencies, subdivisions, officers, directors, agents, and employees from any and all claims, suits, actions, losses, liabilities, damages, costs and expenses, including attorney fees, arising out of or relating to any claims that Consultant’s services, the Work Product or any other tangible or intangible items delivered to agency by Consultant that may be the subject of protection under any State or federal intellectual property law or doctrine, or agency’s use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right of any third party; provided, that State shall provide Consultant with prompt written notice of any infringement claim. Provided, however, Consultant shall not be obligated to indemnify, defend, save and hold harmless the State and Agency under this Section 9.c, based solely on the following: Consultant’s compliance with Agency specifications or requirements, including, but not limited to the required use of tangible or intangible items provided by Agency.
INDEMNITY FOR INFRINGEMENT CLAIMS. WITHOUT LIMITING THE GENERALITY OF SECTION 9(a) OR 9(b), CONSULTANT EXPRESSLY AGREES TO INDEMNIFY, DEFEND, SAVE AND HOLD HARMLESS THE STATE OF OREGON, THE OREGON TRANSPORTATION COMMISSION AND ITS MEMBERS, THE DEPARTMENT OF TRANSPORTATION AND THEIR AGENCIES, SUBDIVISIONS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM ANY AND ALL CLAIMS, SUITS, ACTIONS, LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES, INCLUDING ATTORNEYS FEES, ARISING OUT OF OR RELATING TO ANY CLAIMS THAT CONSULTANT’S SERVICES, THE WORK PRODUCT OR ANY OTHER TANGIBLE OR INTANGIBLE ITEMS DELIVERED TO AGENCY BY CONSULTANT THAT MAY BE THE SUBJECT OF PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL PROPERTY LAW OR DOCTRINE, OR AGENCY’S USE THEREOF, INFRINGES ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE DRESS, MASK WORK, UTILITY DESIGN, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY; PROVIDED, THAT STATE SHALL PROVIDE CONSULTANT WITH PROMPT WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM. PROVIDED, HOWEVER, CONSULTANT SHALL NOT BE OBLIGATED TO INDEMNIFY, DEFEND, SAVE AND HOLD HARMLESS THE STATE AND AGENCY UNDER THIS SECTION 9(c), BASED SOLELY ON THE FOLLOWING: CONSULTANT’S COMPLIANCE WITH AGENCY SPECIFICATIONS OR REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO THE REQUIRED USE OF TANGIBLE OR INTANGIBLE ITEMS PROVIDED BY AGENCY.
INDEMNITY FOR INFRINGEMENT CLAIMS. Without limiting the generality of section 13(a) or 13(b), Consultant expressly agrees to indemnify, defend, save and hold harmless the Agency, State of Oregon, the OTC and ODOT, and their respective officers, members and their agencies, subdivisions, officers, directors, agents, and employees from any and all claims, suits, actions, losses, liabilities, damages, costs and expenses, including attorney fees, arising out of or relating to any claims that Consultant’s services, the Work Product or any other tangible or intangible items delivered to the Agency by Consultant that may be the subject of protection under any state or federal intellectual property law or doctrine, or the Agency’s use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right of any third party; provided, Agency shall provide Consultant with prompt written notice of any infringement claim. Provided, however, Consultant shall not be obligated to indemnify, defend, save and hold harmless the Agency (or other entities identified above) under this section 13(c), based solely on the following: Consultant’s compliance with Agency specifications or requirements, including, but not limited to the required use of tangible or intangible items provided by Agency.
INDEMNITY FOR INFRINGEMENT CLAIMS. Without limiting the generality of 8.1, Carrier expressly shall defend, indemnify, and hold DCBS, the State of Oregon, and their respective agencies, subdivisions, boards, officers, directors, agents, employees, successors in interest, and assigns harmless from any and all claims, suits, actions, losses, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees, costs, and damages arising out of or related to any claims that the work, the work product or any other tangible or intangible items delivered to DCBS by Carrier that may be the subject of protection under any State or federal intellectual property law or doctrine, or DCBS's use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right of any third party; provided, that DCBS will provide Carrier with prompt written notice of any claim of infringement.
INDEMNITY FOR INFRINGEMENT CLAIMS. Without limiting the generality of 8.1, Carrier expressly shall defend, indemnify, and hold DCBS, the State of Oregon, and their respective agencies, subdivisions, boards, officers, directors, agents, employees,
INDEMNITY FOR INFRINGEMENT CLAIMS. Without limiting the generality of 8.1, Carrier expressly shall defend, indemnify, and hold OHA, the State of Oregon, and their respective agencies, subdivisions, boards, officers, directors, agents, employees, successors in interest, and assigns harmless from any and all claims, suits, actions, losses, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees, costs, and damages arising out of or related to any claims that the work, the work product or any other tangible or intangible items delivered to OHA by Carrier that may be the subject of protection under any State or federal intellectual property law or doctrine, or OHA's use thereof, infringes any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right of any third party; provided, that OHA will provide Carrier with prompt written notice of any claim of infringement.
INDEMNITY FOR INFRINGEMENT CLAIMS. Without limiting the generality of paragraph 8.1, Carrier expressly shall defend, indemnify, and hold DCBS, the State of Oregon, and their respective agencies, subdivisions, boards, officers, directors, agents, employees, successors in interest, and assigns harmless from any and all claims, suits, actions, losses, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees, costs, and damages arising out of or related to any claims that the work, the work product or any other tangible or intangible items delivered to DCBS by Carrier that may be the subject of protection under any State or federal intellectual property law or doctrine, or DCBS's use thereof,
