Infringement and Indemnification Sample Clauses

Infringement and Indemnification. Except as set forth below, ITW agrees to defend and indemnify Purchaser against any claims, costs, damages, liability and expenses resulting from actual patent, trademark or copyright infringement, misappropriation of confidential information, or violation of any other Intellectual Property right, domestic or foreign that may arise from the sale of ITW’s proprietary Product to Purchaser as such pertains to the subject matter of the Agreement (each, a “Claim”); provided, however, (a) Purchaser supplies ITW written notice of such Claim immediately after the Purchaser has notice of such Claim, (b) Purchaser cooperates with ITW in the defense and settlement of such Claim; and (c) Purchaser allows ITW the right to defend and settle such Claim at ITW’s expense If a suit or claim results in any injunction or order that would prevent ITW from supplying any part or Product falling under the Agreement, or if the result of such a suit or claim would, in the reasonable opinion of ITW, otherwise cause ITW to be unable to supply such parts or Products, ITW may do one or more of the following: (i) secure an appropriate license to permit ITW to continue supplying those parts or Products; (ii) modify the appropriate part or Product so that it becomes non-infringing; (iii) replace the appropriate part or Product with a non-infringing but practically equivalent part or Product; or (iv) if ITW cannot reasonably accomplish the actions specified in subsections (i) – (iii), then in ITW’s sole discretion, ITW may discontinue selling the part or Product without any further liability to Purchaser. Notwithstanding the foregoing, ITW shall have no liability or duty to defend and indemnify Purchaser against any Claim relating to: (1) the use of any part or Product, (2) the combination of any part or Product with any other part or product not supplied by ITW, or (3) any part or Product or process that is designed or specified by Purchaser.

Infringement and Indemnification. 8.1 Licensee shall be solely and entirely responsible for enforcing the Moosehead Marks against third parties including the commencement of court proceedings against such third parties. To the extent Licensor is required to be a named plaintiff in any such third party proceedings, Licensee shall be entitled to name the Licensor in the proceedings provided the express written permission of Licensor is first requested and obtained and provided further Licensee is responsible for the payment of all costs, including legal fees arising out of such third party proceedings. Licensee shall be entitled to all costs and damages assessed against the third party and awarded the Licensee, Licensor or the Licensee and the Licensor. Should Licensor elect not to be named a plaintiff in any third party proceeding, Licensee shall have the right to receive assignment of the marks immediately notwithstanding the term of the trademark license in Section 2.1 provided licensee has paid licensor all moneys as set forth above. 8.2 In the event of third party proceedings instituted against Licensor or Licensee as a result of Licensee's use of the Moosehead Marks in its capacity as exclusive Licensee or assignee of the Moosehead Marks, Licensee in its sole discretion shall decide if the proceedings should be defended or settled on terms acceptable to Licensee. Licensee shall be solely responsible for all costs, including legal fees, incurred in connection with the defence or settlement of proceedings of this nature including, but not limited to, all costs and damages assessed in a final and unappealable judgment entered against Licensee or Licensor or both of them, and in furtherance thereof, Licensee agrees to protect, indemnify, defend and hold Licensor harmless from and against any and all claims, demands, assessments, awards and liabilities of whatever nature, and all costs or expenses including reasonable attorney fees arising out of the foregoing.

Infringement and Indemnification. (a) If PlayBev or CBC becomes aware of any infringement or alleged infringement of the Product Intellectual Property, that party shall immediately notify the other in writing of the name and address of the alleged infringer, the alleged acts of infringement, and any available evidence of infringement. PlayBev shall take such action with respect to the alleged infringement as PlayBev determines is reasonable, including commencement of legal action against the alleged infringer. If PlayBev determines that it is not reasonable to pursue the infringement, it shall so notify CBC, in which event, other than as provided in the Playboy License, CBC shall have the right to pursue claims against the alleged infringer. In the event CBC elects to pursue the alleged infringer, any and all expenses incurred in connection with such legal proceedings shall be borne solely by CBC, who shall retain for itself any and all monies or other benefits derived from such legal proceedings. (b) CBC will defend, indemnify and hold harmless PlayBev and its employees, directors, officers and agents against any third party allegations, demands, suits, investigations, causes of action, proceedings or other claims ("Third Party Claims") and from all damages, liabilities, judgments, costs and expenses (including attorneys' fees and costs) and other such losses ("Losses") which are based on, and send arise in connection with such Third Party Claims to the extent based on, any of the following: (i) any failure of CBC to comply with any Applicable Law; or (ii) any other breach of CBC's obligations under this Agreement, including, without limitation, any representations or warranties of CBC. (c) PlayBev will defend, indemnify and hold harmless CBC and its employees, directors, officers and agents against any Third Party Claims (as defined above) and any Losses (as defined above) which are based on and arise in connection with such Third Party Claims and to the extent based on, any of the following: (i) any negligent act or omission by PlayBev relating to PlayBev's design and specifications for the Product or marketing and promotion of the Product; (ii) any failure of PlayBev to comply with any Applicable Law; (iii) any other breach of PlayBev's obligations under this Agreement, including any representations or warranties of PlayBev; (iv) the Product infringing upon any intellectual property rights of a third party, including, without limitation, patent, copyright, trade secret, trademark, etc....

Infringement and Indemnification. ‌ (a) The Service Provider represents and warrants that, to the best of its knowledge, neither it nor the Municipality will infringe any third party's intellectual property rights (including patent, copyright or industrial design) as a result of the performance of the Services or the Municipality’s use of the Deliverables. (b) The Service Provider shall indemnify and hold harmless the Municipality against any or all lawsuits, claims, demands and/or expenses, patent litigation, intellectual property infringement or any claims by third parties in or in relation to the Deliverables or provision of the Services. (c) If anyone makes a claim against the Municipality or the Service Provider concerning intellectual property infringement or royalties related to the Services or the Deliverables, that Party agrees to notify the other Party in writing immediately. (d) If anyone brings a claim against the Municipality pursuant to this Section GC 8.02, the Service Provider agrees to participate fully in the defense and any settlement negotiations and to pay all costs, damages and legal costs incurred or payable as a result of the claim, including the amount of any settlement. Both Parties agree not to settle any claim unless the other Party first approves the settlement in writing. (e) The Service Provider has no obligation regarding claims that were only made because: (i) the Municipality modified the Deliverables without the Service Provider's consent or used the Deliverables or part of the Deliverables without following a requirement of the Agreement; or (ii) the Municipality used the Deliverables with a product that the Service Provider did not supply under the Agreement (unless that use is described in the Agreement or the manufacturer's specifications).

Infringement and Indemnification. 9.1 Customer represents and warrants that: it owns all right, title, and interest in and to, or has sufficient authority to use and distribute or make available in the manner contemplated by this Agreement, the Customer Content; none of the Customer Content, nor the Customer Marks does or will infringe any U.S. patent, trademark, service xxxx, copyright, or other intellectual property right of a third party, or constitute a libel or defamation or false, deceptive or unfair advertising or disparagement under applicable law, or fail to comply with any applicable law, or constitute an invasion of the right of privacy or publicity of any person. 9.2 Cingular represents and warrants to Customer as follows: that it owns all right, title, and interest in and to, or has sufficient authority to use and distribute in the manner contemplated by this Agreement, the services provided by Cingular generally; and that none of the Cingular services, Cingular trademark and any materials provided by Cingular to Customer for Customer's use as described in this Agreement does or will infringe any U.S. patent, trademark, service xxxx, copyright, or other intellectual property right of a third party, or constitute a libel or defamation or false, deceptive or unfair advertising or disparagement under applicable law, or fail to comply with any applicable law, or constitute an invasion of the right of privacy or publicity of any person. 9.3 Each party represents and warrants that it will (a) not make any false or misleading representations with regard to the other party or its products and services, (b) not represent that it has any authority to bind the other party to any agreement, (c) obey all laws and regulations governing it and its business with respect to performance hereunder, and (d) not make any representations with respect to the specifications, features or capabilities of the other party's products or services that are inconsistent with or beyond the scope of the end user information distributed by the other party. Each party shall defend, indemnify and hold harmless the other party, its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns, (collectively the "Indemnitees"), from and against any and all claims, actions, losses, costs, liabilities or expenses (including, without limitation, reasonable attorneys' fees) which any of the Indemnitees may ...

Infringement and Indemnification. 6.1 Licensee shall use its reasonable efforts to protect Dialog’s and/or its licensors’ intellectual property in the Licensed Software and shall report promptly to Dialog any actual or suspected infringement of such rights of which it becomes aware. Licensee shall be liable for the actions and omissions of its contractors, employees and agents, and manufacturers of its end-products, including any Authorized Third Parties (collectively, the “Representatives”), with respect to any use of the Licensed Software, or any use of Dialog’s Confidential Information, that is not authorized by the terms of this Agreement. 6.2 Dialog reserves the sole and exclusive right at its discretion to assert claims against third parties for infringement and misappropriation of its or its licensors’ intellectual property rights. To this end, Licensee agrees to furnish for free all reasonable assistance in the above. 6.3 NOTWITHSTANDING ANY CONTRARY PROVISIONS OF THIS AGREEMENT, OR OF ANY OTHER AGREEMENT BETWEEN THE PARTIES HERETO, DIALOG PROVIDES (A) NO INDEMNIFICATION FOR THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS AND/OR ANY CLAIMS OF MISAPPROPRIATION OF THIRD PARTY CONFIDENTIAL INFORMATION, AND (B) NO INDEMNIFICATION WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY RIGHTS FOR WHICH LICENSES ARE AVAILABLE FROM STANDARD-SETTING ORGANIZATIONS, OR WHICH ARE AVAILABLE AS A RESULT OF AN UNDERTAKING TO A STANDARD-SETTING ORGANIZATION. 6.4 WITHOUT LIMITING THE GENERALITY OF SECTION 6.3, LICENSEE ACKNOWLEDGES THAT IMPLEMENTATION OR UTILIZATION OF THE LICENSED SOFTWARE (INCLUDING IMPORT, EXPORT, SALES, MANUFACTURE, DISTRIBUTION OR OTHER DISPOSAL OF LICENSEE’S END PRODUCT), WHETHER OR NOT UNDERTAKEN TO COMPLY WITH INDUSTRY SPECIFICATIONS OR STANDARDS, MAY REQUIRE LICENSEE TO OBTAIN LICENSES OR CERTIFICATES FROM THIRD PARTIES OR GOVERNMENT AGENCIES. LICENSEE AGREES AND ACKNOWLEDGES THAT IT ALONE SHALL BE RESPONSIBLE FOR DETERMINING WHETHER ITS UTILIZATION OF THE LICENSED SOFTWARE REQUIRES ANY SUCH LICENSES OR CERTIFICATES AND FOR OBTAINING THEM. 6.5 LICENSEE AGREES TO INDEMNIFY AND HOLD HARMLESS DIALOG AND ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, CUSTOMERS, LICENSORS, EMPLOYEES, CONTRACTORS, SUCCESSORS AND ASSIGNS (EACH AN "INDEMNIFIED PARTY") AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES INCURRED BY THE INDEMNIFIED PARTY (INCLUDING, BUT NOT LIMITED TO, COSTS OF DEFENCE, INVESTIGATION AND REASONABLE ATTORNEY...

Infringement and Indemnification. Purchaser agrees to indemnify and undertakes to hold Tayco harmless from and against all direct, punitive, indirect, incidental, special exemplary or aggravated damages (including without limitation, Tayco reasonable attorneys and other professional fees and costs of litigation), directly or indirectly, arising out or resulting from any suits, proceedings, claims, demands, investigations or actions of any nature or kind whatsoever (including those for personal injury or death) asserted by other persons or entities against Tayco as a result of: (a) the actions or inaction of Purchaser; (b) the negligence, misconduct or violation of any applicable law by Purchaser; (c) the use, misuse or application of the Product by anyone including the use of the Product in a manner and for purposes for which the Product was not intended; (d) any actual or alleged infringement or misappropriation of any intellectual property right, domestic or foreign, that may arise from the making, using or selling of any part or product or the use of any process by Purchaser; and (e) inaccuracies in information disclosed to Tayco from Purchaser. Xxxxx agrees to indemnify and hold harmless the Purchaser from and against all direct, punitive, indirect, incidental, special exemplary or aggravated damages (including without limitation, Purchaser’s reasonable attorneys and other professional fees and costs of litigation), directly or indirectly, arising out or resulting from any suits, proceedings, claims, demands, investigations or actions of any nature or kind whatsoever (including those for personal injury or death) asserted by other persons against Tayco as a result of any infringement or misappropriation of any intellectual property right, domestic or foreign, arising from Purchaser’s use of the Product as determined by a court of competent jurisdiction in a final non-appealable decision. Tayco’s indemnity shall not apply if the Product was developed by a person or entity other than Tayco, it is modified in any way by Purchaser or any other party or it is used in a manner other than that intended by Tayco. If a claim against Tayco results in any injunction or any other order that would prevent Tayco from supplying Product or if the result of such a claim would, in the reasonable opinion of Tayco, otherwise cause Tayco to be unable to supply such Product, Tayco shall have the right, at its option, if it so chooses, to: (a) secure an appropriate license to permit Tayco to continue supplyi...

Infringement and Indemnification. 11.1. RevealSecurity shall, at its expense, defend and indemnify Licensee for damages incurred by Licensee in any third party suit or claim in court brought against Licensee alleging that the Software (or part thereof) or the results of any Professional Services or Support Services infringes any patent, copyright, trade secret or similar right; provided that RevealSecurity is (i) promptly notified (provided that Licensee’ failure to provide such notice or to provide it promptly will relieve RevealSecurity of its indemnification obligations only if and to the extent that such failure prejudices RevealSecurity's ability to defend the claim), (ii) rendered reasonable assistance by Licensee as required and at RevealSecurity's expense, and

Infringement and Indemnification. 13.1 If any Party violates and breaches any obligation defined hereof, or representation and/or warranty, such Party shall indemnify and compensate the losses actually sustained by the other Party. 13.2 Once the Licensee becomes aware of that any right in the Licensed Software is or could be infringed or threatened, Licensee shall in a timely manner give a notice in writing to the Licensor of all details to his knowledge. Licensor shall, in his own capacity, file a suit or by other means preclude such actual or threatened infringement, and any and all expenses and fees so incurred shall be borne by Licensor. If the Licensor, within thirty (30) days of receiving notice from the Licensee, does not take any action or file a suit to such infringement or unfair competition, it shall be deemed that Licensor has expressly authorized the Licensee to act as agent ad litem to file a suit to such infringement or unfair competition, provided that any and all expenses and fees so incurred shall be borne by the Licensor. Either Party hereto, for the proceedings taken by the other Party against any third party or taken by any third party against the other Party, shall provide adequate assistance reasonably requested by the other Party, including, but not limited to, providing the information related to the proceedings in question, signing all necessary or useful documents related to the proceedings, and from time to time providing evidences at reasonable request. 13.3 All payment received from the proceedings taken or claim made against any third party shall firstly reimburse the expenses and costs reasonably incurred by the party who takes the proceedings or makes the claim, and then shall reimburse the expenditure sustained by the party who provides assistance. The balance, if any, shall be paid to the party who takes the proceedings or makes the claim.

Infringement and Indemnification. 14.1. For any property loss or personal injury of Party A caused by intention or negligence of Party B or any person employed by Party B, Party B shall compensate the 100% of the losses caused. 14.2. For any property loss or personal injury of Party B caused by intention or negligence of Party A or any person employed by Party A, Party A shall compensate the 100% of the losses caused. 14.3. The party suffered damage or loss shall also assume corresponding responsibility according to the degree of its own fault if such party has mistakes during the process as well and the other party's responsibilities shall be reduced accordingly.