Common use of Infringement and Indemnification Clause in Contracts

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. ‌ (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).