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.
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.
Infringement and Indemnification. 5.01 Industries agrees to indemnify and hold Masco harmless for damages, costs, expenses and reasonable attorney's fees against any third party claim of patent, trademark or copyright infringement, unfair competition, or misappropriation of proprietary, confidential or trade secret information to the extent such claim is based solely on Industries Confidential Information or on the specifications and other materials provided by Industries to Masco.
Infringement and Indemnification. Supplier shall defend, indemnify and hold harmless Verizon, its parents, subsidiaries and Affiliates, and its and their respective directors, officers, members, partners, employees, agents, successors and assigns (“Indemnified Parties”) from and against any claims, demands, lawsuits, damages, liabilities, loss, costs or expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs), judgments, settlements and penalties of every kind (“Claims”), that may be made: (a) by anyone for injuries (including death) to persons or damage to property, including theft, resulting in whole or in part from the acts or omissions of Supplier or those persons furnished by Supplier, including its subcontractors (if any); (b) by persons furnished by Supplier and its subcontractors (if any) under Worker’s Compensation or similar acts or seeking any Verizon employee benefit or entitlement; (c) by anyone in connection with or based upon Services (including products furnished hereunder) provided by Supplier and its subcontractors, if any, or contemplated by this Agreement, including Claims regarding the adequacy of any disclosures, instructions or warnings related to any such Services; (d) under any Laws or otherwise arising out of or in connection with the performance by Supplier contemplated by this Agreement or any information obtained in connection with such performance; (e) arising out of any failure by Supplier (or its Subprocessors, employees or agents) to comply with any of its data protection obligations under Section 10, including a Security Breach; and (f) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, copyright, trade secret or any actual or alleged violation of any other Intellectual Property Right or proprietary rights arising from or in connection with the Services performed (including related products furnished hereunder) under this Agreement or their use. The foregoing indemnification shall apply whether Supplier or an Indemnified Party defends such Claim and whether the Claim arises or is alleged to arise out of the sole acts or omissions of the Supplier (and/or any subcontractor of Supplier) or out of the concurrent acts or omissions of Supplier (and/or any subcontractor of Supplier) and any Indemnified Parties. Supplier further agrees to bind its subcontractors, if any, to similarly indemnify, hold harmless, and defend the Indemnified Parties. The obligation to...
Infringement and Indemnification. 17.1 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 that:
Infringement and Indemnification. Indemnification or Infringements shall be handled in accordance with Appendix A, Section 10.A of DIR Contract number DIR-TSO-4159. This section shall also apply to deliverables identified as such in the relevant Supporting Material except that HP is not responsible for claims resulting from deliverables content or design provided by Customer.
Infringement and Indemnification. You may not assert against AT&T or any of its affiliates or authorized representatives, and hereby waive, any claim for infringement or misappropriation of any rights protectable under intellectual property law anywhere in the world, including rights under patent, copyright, trade secret or trademark law, related in any way to the Service Materials or the Components.
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.
Infringement and Indemnification. Infringement and Indemnification shall be handled in accordance with Appendix A, Section 10.A. of DIR Contract No. DIR-TSO-4242.
