Infringement Sample Clauses

Infringement. 8.1 Licensee and CMCC shall each inform the other promptly in writing of any alleged infringement known to it by a third party of the Licensed Patent Rights in the Field of Use and of any available evidence thereof. 8.2 Subject to the ION/NEWCO Sublicense Agreement dated December 3, 1997, Licensee or its Affiliate or Sublicensee shall have the first right, but not the obligation, to institute and prosecute at its own expense any infringement of the Licensed Patent Rights which falls, within the Field of Use. If Licensee, its Sublicensee or its Affiliate fails to bring such action or proceedings within a period of two (2) months after receiving written notice of the infringement or if within such time Licensee notifies CMCC that it intends not to bring such action, then CMCC shall have the right, but not the obligation, to prosecute at its own expense any such infringement of the Licensed Patent Rights. If Licensee, its Affiliate or Sublicensee brings such action then Licensee may reduce, by up to fifty percent (50%), the royalty due to CMCC which is earned under the Licensed Patent Rights by fifty percent (50%) of the amount of the expenses and costs of such action, including attorney fees. In the event that such fifty percent (50%) of such expenses and costs exceeds the amount of royalties withheld by Licensee for any calendar year, Licensee may to that extent reduce the royalties due to CMCC from Licensee in succeeding calendar years, but never by more than fifty percent (50%) of the royalty due in any one year. Recoveries or reimbursements from such action shall first be applied to reimburse CMCC, Licensee, its Affiliate, or its Sublicensee, ION and HARVARD, as applicable, for litigation costs, and then to reimburse CMCC for royalties withheld. If CMCC brings such action, then any remaining recoveries or reimbursements shall be retained by CMCC, after payment of any amounts due to HARVARD pursuant to the HARVARD/ION License Agreement. If Licensee, its Affiliate or its Sublicensee brings such action, then any remaining recoveries or reimbursements to CMCC by Licensee due shall be treated as Gross Compensation, after payment of any amounts due to HARVARD pursuant to the HARVARD/ION License Agreement. Notwithstanding anything to the contrary in the foregoing, Licensee shall reimburse CMCC, ION or HARVARD, as appropriate, for any costs incurred by CMCC, ION or HARVARD as part of an action brought by Licensee, its Affiliates or Sublicensees, irrespective of ...

Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

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. Newgen shall defend, indemnify, and hold You harmless from and against any claims, actions, and other proceedings (“Claims”), and shall pay all losses, damages, liabilities, settlements, judgments, awards, interest, civil penalties, and reasonable expenses (collectively, “Losses,” and including reasonable attorneys’ fees and court costs), to the extent arising out of any Claims by any third party that a Solution (excluding any Customer Content and other material provided by You or included at Your direction) infringes a valid Indian copyright as of the date of the applicable Order. In the event of such a Claim, if Newgen determines that an affected Solution is likely, or if the Solution is determined in a final, non-appealable judgment by a court of competent jurisdiction, to infringe a valid Indian copyright as of the date of the applicable Order, Newgen will, in its discretion: (a) replace the affected Solution; (b) modify the affected Solution to render it non-infringing; or (c) terminate this Agreement or the applicable Order with respect to the affected Solution and refund to You any prepaid fees for the then-remaining or unexpired portion of the Subscription Order Term. Notwithstanding the foregoing, Newgen shall have no obligation to indemnify, defend, or hold You harmless from any Claim to the extent it is based upon: (i) a modification to any Solution by You (or by anyone under Your direction or control or using logins or passwords assigned to You); (ii) a modification made by Newgen pursuant to Your required instructions or specifications or in reliance on materials or information provided by You; or (iii) Your use (or use by anyone under Your direction or control or using logins or passwords assigned to You) of any Solutions other than in accordance with this Agreement. This Section 11.1 sets forth Your sole and exclusive remedy, and Our entire liability, for any Claim that the Solutions or any other materials provided by Us violate or infringe upon the rights of any third party.

Infringement. Except as disclosed on Schedule 5.11, the Borrower has no knowledge of, and has not received any written claim or notice alleging, any Infringement of another Person’s Intellectual Property Rights (including any written claim that the Borrower must license or refrain from using the Intellectual Property Rights of any third party) nor, to the Borrower’s knowledge, is there any threatened claim or any reasonable basis for any such claim.

Infringement. 15.3.1 The Supplier represents and warrants that the Goods and/or Services, and any material, design or any other works or information provided by or on behalf of Supplier in the frameof this Contract, including theusethereof, donotinfringeany intellectual property right of a third party, and Supplier will defend, indemnify and hold harmless Purchaser, its Affiliates and Customersfrom andagainstall claims andliabilities basedon alleged or actual infringement thereof.

Infringement. As of the date hereof, LICENSOR is not aware of any claim for patent infringement or the misappropriation of trade secrets, being asserted against it by any third party; or of any infringement of the patents listed on Schedule A hereto by any entity.

Infringement. The Company warrants that no third party has any claim to any trademark, patent, or proprietary interest in any product or service the Company provides to the School District. The Company will defend, hold harmless, and indemnify the School District from any claims brought by a third party against the School District to the extent based on an allegation that any Company product or service infringes any U.S. patent, copyright, trademark, trade secret or other proprietary right of a third party. If the School District’s use of the Company’s products is restricted as the result of a claim of infringement, the Company shall do one of the following: (i) substitute another equally suitable product or service; (ii) modify the allegedly infringing Company product or service to avoid the infringement; (iii) procure for the School District the right to continue to use the Company product or service free of the restrictions caused by the infringement; or (iv) take back such Company product or service and refund to the School District the fees previously paid for the Company’s product or service depreciated on a straight line basis over 12 months and terminate the School District’s license to use the Company’s product.

Infringement a) Provider shall indemnify, defend, and hold harmless the State of Texas, the GLO, and/or their officers, agents, employees, representatives, contractors, assignees, and/or designees from and against any and all liability, actions, claims, demands, damages, proceedings, or suits, and all related costs, attorney fees, and expenses arising out of, connected with, or resulting from infringement of any United States patent, copyright, trade or service mark, or any other intellectual or intangible property right that occurs in the execution or performance of the Contract and any Work Orders issued under the Contract. Provider and the GLO shall furnish timely written notice to each other of any such claim. Provider shall be liable to pay all costs of defense including attorneys’ fees. Provider shall coordinate its defense with the GLO and the Office of the Attorney General if the GLO or another Texas state agency is a named co-defendant with Provider in any suit. Provider may not agree to settle any such lawsuit or other claim without first obtaining the written consent of the GLO and, if applicable, the Office of the Attorney General. b) Provider shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Provider’s written approval, (iii) any modifications made to the product by the Provider pursuant to Customer’s specific instructions, or (iv) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement. c) If Provider becomes aware of an actual or potential claim, or the GLO provides Provider with notice of an actual or potential claim, Provider shall, at Provider’s sole expense: (i) procure for the GLO the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with a functionally equivalent or superior product or service so that the GLO’s use is non-infringing.

Infringement. 13.1 Each party shall promptly give notice in writing to the other in the event that it becomes aware of: a) any infringement or suspected infringement of any Intellectual Property Rights in or relating to the Software and b) any claim that the Software or the use, licence or disposal thereof infringes the right of any third party. 13.2 In the case of any matter falling within Clause 13.1a above: a) the Authority may in its sole and absolute discretion determine what action (if any) shall be taken in respect of such matter and shall conduct any such action as it shall deem necessary; b) the Authority shall pay all costs in connection with such action and shall be entitled to all damages and other sums which may be paid or awarded as a result thereof; and c) in the event that the Authority fails to take any decision pursuant to Clause 13.2a above within a reasonable period after written notice from the Licensee requesting it to do so, the Licensee shall have the right and is hereby authorised by the Authority to take such steps at the Licensee’s expense as may be deemed necessary or appropriate by the Licensee to eliminate or prevent such infringement and shall be entitled and subject to all damages and other sums which may be recovered or awarded against it as a result thereof. 13.3 In the case of any matter falling within Clause 13.1b above: a) the Authority and the Licensee shall consult to decide what steps (if any) shall be taken either to contest any claim by a third party or to prevent or eliminate any claimed infringement and the proportions in which they shall share the cost of taking such steps and any damages and other sums which may be awarded in their favour or against them; and b) failing agreement between the parties, either party shall be entitled to take such action as it shall consider necessary at its own expense to defend such claim and shall be entitled to or subject to all damages and other sums which may be recovered or awarded against it as a result thereof. 13.4 Each party shall provide all reasonable assistance to the other including but not limited to the use of its name in or being joined as a party to proceedings at the request and expense of the other and subject to being given such indemnity as it may reasonably require against any damage to its name in connection with any action to be taken by the other party pursuant to the foregoing provisions of this Clause.