Indemnity for Infringement of Intellectual Property Rights. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets, or similar rights except as provided in this Section. Seller will defend and indemnify Buyer against allegations of infringement of U.S. patents, U.S. trademarks, copyrights, trade dress, and trade secrets (“Intellectual Property Rights”), except as otherwise provided further in this Section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in an action brought against Buyer based on an allegation that a Product sold pursuant to this Agreement infringes the Intellectual Property Rights of a third party. Seller's obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after Buyer becomes aware of such allegations of infringement, and Seller having sole control over the defense of any allegations or actions, including all negotiations for settlement or compromise. If a Product is subject to a claim that it infringes the Intellectual Property Rights of a third party, Seller may, at its sole expense and option, procure for Buyer the right to continue using the Product, replace or modify the Product so as to make it noninfringing, or offer to accept return of the Product and return the purchase price less a reasonable allowance for depreciation. Notwithstanding the foregoing, Seller shall have no liability for claims of infringement based on information provided by Buyer, or directed to Products delivered hereunder for which the designs are specified in whole or part by Buyer, or infringements resulting from the modification, combination or use in a system of any Product sold hereunder. The foregoing provisions of this Section shall constitute Seller's sole and exclusive liability and Buyer's sole and exclusive remedy for infringement of Intellectual Property Rights.
Indemnity for Infringement of Intellectual Property Rights. Seller is not liable for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights (“Intellectual Property Rights”) except as provided in this Section. Seller will defend at its expense and will pay the cost of any settlement or damages awarded in an action brought against Buyer based on a third party claim that one or more of the Products sold hereunder infringes the Intellectual Property Rights of a third party in the country of delivery of the Products by the Seller to the Buyer. Seller's obligation to defend and indemnify Buyer is contingent on Buyer notifying Seller within ten (10) days after Xxxxx becomes aware of any such claim, and Xxxxxx having sole control over the defense of the claim including all negotiations for settlement or compromise. If one or more Products sold hereunder is subject to such a claim, Seller may, at its sole expense and option, procure for Buyer the right to continue using the Products, replace or modify the Products so as to render them non-infringing, or offer to accept return of the Products and refund the purchase price less a reasonable allowance for depreciation. Seller has no obligation or liability for any claim of infringement: (i) arising from information provided by Xxxxx; or (ii) directed to any Products provided hereunder for which the designs are specified in whole or part by Buyer; or (iii) resulting from the modification, combination or use in a system of any Products provided hereunder. The foregoing provisions of this Section constitute Seller's sole and exclusive liability and Xxxxx's sole and exclusive remedy for such claims of infringement of Intellectual Property Rights.
Indemnity for Infringement of Intellectual Property Rights. [*] ---------------------------------------------------------- agrees, [*] to [*] or, [*], to [*], any claim or action brought against [*], or [*], or [*] (collectively, the "Indemnified Parties" and individually an *Confidential Treatment Requested "Indemnified Party") based on an allegation that the [*] of the Licensed Software within the scope of the license granted hereunder, which includes use of the Licensed Software as a part of a service, (a) infringes a patent under the laws of the [*] (the "Indemnified Countries") or (b) infringes a copyright, trademark or other intellectual property right of a third party (other than patent rights), or constitutes misuse or misappropriation of a trade secret under the laws of any country (a claim under either (a) or (b) herein, an "Infringement"), and to indemnify and hold harmless against all [*] which may be assessed against or incurred by any of such [*] under any such claim or action. Promptly after receipt [*], as applicable, of notice of any claim or action or the commencement of any claim or action for which indemnification or reimbursement may be sought hereunder, [*] shall give written notice to [*] thereof, but the failure to so notify [*] shall [*] of any liability it may have to [*] hereunder [*] shall be obligated to [*] of such claim or action, [*], and shall have the [*] and [*] over the [*] or [*] of such claim or action, provided that the [*] will be required to the extent any such [*] or [*] will impose any obligation whatsoever on [*] that is [*] or, [*] or [*], other than the payment of monies that are readily measurable for purposes of determining the monetary indemnification or reimbursement obligations [*]. The [*] shall have the right, [*] to [*] in the investigation [*] of such claim or action; [*]; provided, however, that notwithstanding the foregoing, [*] to a complaint for equitable relief in connection with a claim of [*] and upon notification [*] shall be [*] for its [*] until such time as [*]. The [*] shall otherwise provide reasonable [*] with respect to such claim or action, provided that [*] for its [*] with respect thereto. Moreover, should the Licensed Software, or any use of the Licensed Software within the reasonable scope of its intended use, become, or in [*], be likely to become, the subject of a claim or action of [*], or should [*] use thereof be finally enjoined, [*]:
Indemnity for Infringement of Intellectual Property Rights. Each Party shall indemnify the other Party in respect of any infringement of third party Intellectual Property Rights, to the extent that such infringement arises as a result of a Party exercising its licence to use the other Party's Intellectual Property Rights in accordance with clause 26.2 (Licence of Intellectual Property Rights).
Indemnity for Infringement of Intellectual Property Rights. SMAP3D PLANT DESIGN will defend, at its expense, any action brought against You to the extent that it is based upon a claim that any Software furnished hereunder infringes a patent, copyright, trade secret or other intellectual property right that is recognized in the Territory and will pay all costs and damages finally awarded against You by a court of competent jurisdiction, provided that SMAP3D PLANT DESIGN is given prompt written notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. SMAP3D PLANT DESIGN, at its option, will obtain for You the right to continue using, or will replace or modify the Software involved so it becomes non-infringing; or, if such remedies are not reasonably available, SMAP3D PLANT DESIGN will grant You a refund for the Software involved based on a straight line amortization over sixty (60) months from initial delivery, and accept the return of the Software and terminate the license immediately. SMAP3D PLANT DESIGN will have no obligation under this Section if the alleged infringement or violation is based upon the use of the Software in combination with other software not furnished by SMAP3D PLANT DESIGN if such alleged infringement or violation would not have occurred except for such combined use or if such claim arises from SMAP3D PLANT DESIGN’s compliance with Your designs, specifications or instructions. This Section represents the sole and exclusive liability of SMAP3D PLANT DESIGN for infringement of the intellectual property rights of a third party under this Agreement.
Indemnity for Infringement of Intellectual Property Rights. NPI shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as provided in this Section. NPI shall have no liability for claims of infringement based on information provided by Supplier, or directed to Products delivered hereunder for which the designs are specified in whole or part by Supplier, or infringements resulting from the modification, combination or use in a system of any Product sold hereunder. The foregoing provisions of this Section shall constitute NPI's sole and exclusive liability.
Indemnity for Infringement of Intellectual Property Rights. Seller shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights except as provided in this Section
Indemnity for Infringement of Intellectual Property Rights. (a) Thales shall indemnify, defend, and hold City harmless from all loss and liability, including attorneys' fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, trade secret or any other proprietary right or trademark, and all other intellectual property claims of any person or persons in consequence of the use by City of the Proprietary Equipment or Software to be supplied in the performance of this Agreement. Thales shall at its sole expense and election, provided any such election does not result in any cost to the City arising from the claim, either: (1) indemnify the City; or (2) obtain the right to use the infringing item; or (3) modify the infringing item so that it becomes non- infringing; or (4) replace the infringing item with a non-infringing item, subject to the requirements of Section 5.2.4(d), below.
(b) Thales shall have no obligations hereunder with respect to any intellectual property infringements caused by:
(1) Thales' compliance with the City's designs; (2) City's use or combination of the Software or Proprietary Equipment with products or data of the type for which the Proprietary Equipment and Software was neither designed nor intended; or (3) the modification of the Software or Proprietary Equipment without Thales' prior written consent.
(c) The provisions of this 5.2.4 shall be the City's sole remedy for infringement claims and is conditional upon City: (1) giving prompt notice in writing to Thales of any claim or proceeding being made or threatened; (2) allowing Thales to defend and settle under its responsibility any proceedings or claims through counsel chosen by Thales at Thales' own expense and (3) affording all reasonable assistance in connection therewith.
(d) Thales shall be entitled to modify or replace any infringing item so that it becomes non-infringing, or in the event that such modification or replacement is not possible using reasonable technical efforts, to replace the item concerned with a non-infringing item that meets the performance requirements relevant to the replaced item.
Indemnity for Infringement of Intellectual Property Rights. 15.1. Subject to Your timely notification, the Company at its own discretion has the right to assist with settlement of any lawsuit filed with the relevant court against You as defendant on the grounds that the use of the Software within the License on the Territory leads to violation of third parties’ intellectual property rights.
15.2. The Company or Authorized Dealer shall pay You reasonable and justified expenses for court representative, as well as compensate for all loss established by the final decision of the relevant court that was issued against You, provided that the Company was immediately notified in writing of such a lawsuit or claim and provided all necessary information, assistance and powers necessary for court defense or extra judicial dispute resolution.
15.3. The Company, at its options, shall ensure Your ability to continue using the relevant Software, replace or modify the relevant Software so that it does not violate intellectual property rights of third parties. If it is impossible to fulfill the obligations mentioned above, the Company shall accept return of the Software. The Company or Authorized Dealer shall reimburse the cost of the Software use under Agreement in the amount determined based on straight-line depreciation within sixty (60) months from the date of Purchase Confirmation Documents.
15.4. The Company does not have to fulfill its obligations under this Section if the presumed violation of third parties’ rights or any other violation results from (i) use of Software together with other software which does not belong to the Company, provided that such violation would not occur without such combined use, or (ii) fulfillment by the Company of Your requirements, specifications or directions.
15.5. The Company shall not be liable to the other party for the lost profits, indirect, special or consequential damages arising out of this Agreement, even if such party has been notified of the possibility of such damages. Under no circumstances the liability may exceed the amounts paid by You to the Company hereunder.
Indemnity for Infringement of Intellectual Property Rights. The Generator shall indemnify the DPA Counterparty in respect of any infringement of third party Intellectual Property Rights arising from use of materials provided by the Generator.
