Infringement and Indemnity. The Contractor shall not infringe the Intellectual Property of any third party in supplying the Services and shall ensure that the receipt of the Services by the Authority and others, as contemplated by this Contract, does not infringe the Intellectual Property of any third party. The Contractor shall, during and after the Contract Period, indemnify and keep indemnified and hold the Authority and the Crown harmless from and against all actions, suits, claims, demands, damages, expenses, legal costs (on a solicitor and client basis) and other liabilities arising from or incurred as a result of or in connection with any breach of clause 38.1, except where any such claim arises from items or materials supplied by the Authority or which the Authority has specified for use by the Contractor. The Authority shall notify the Contractor in writing of any IP Infringement Claim brought against the Authority in materials supplied or licensed by the Contractor. The Contractor shall at its own expense conduct all negotiations and any litigation arising in connection with any IP Infringement Claim provided always that the Contractor: shall consult the Authority on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Authority; and shall not settle or compromise any claim without the prior Approval of the Authority. The Authority shall at the request of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any IP Infringement Claim. The Contractor shall indemnify the Authority for all costs and expenses (including legal costs and disbursements) incurred in doing so. The Contractor shall not, however, be required to indemnify the Authority in relation to any costs and expenses incurred in relation to or arising out of an IP Infringement Claim which relates to a claim arising from items or materials supplied by the Authority or which the Authority has specified for use by the Contractor. The Authority shall not pay or agree to pay any IP Infringement Claim or make an admission which may be prejudicial to the defence or settlement of any IP Infringement Claim. If an IP Infringement Claim is made or in the reasonable opinion of the Contractor is likely to be made, the Contractor shall notify the Authority and, at its own expense and subject to the consent of the Authority, use its best endeavours to: modify any or all of the Services withou...
Infringement and Indemnity. If notified promptly in writing, and given sole control of the defense and all related settlement negotiations, CIC will indemnify, hold harmless and defend Licensee, its officers, directors, employees and agents from and against claims, losses, liabilities, demands, damages and costs and expenses in connection with a claim by a third party that the Product infringes a U.S. copyright, or patent. CIC will pay any costs, damages and attorney fees finally awarded by a court with regard to such third-party claims, up to the amount of license fees received by CIC hereunder, to the extent such claims are grounded on such copyright or patent infringement. CIC will have no liability for, and Licensee will defend and indemnify (including reasonable attorney fees and costs of litigation) CIC against, any claim arising from or based upon (a) any combination, operation or use of any Product with any equipment, data or programming not approved by CIC; (b) any alteration or modification of the Product Licensee makes without the prior written consent of an officer of CIC; and (c) any act, omission, representation of Licensee related to the Product other than in conformance with this Agreement. For any Product that becomes or in CIC's opinion is likely to become the subject of a copyright, patent infringement or other intellectual property action, CIC may, at its sole option and expense, procure the right for Licensee to continue using such Product or replace or modify the Product to become non-infringing.
Infringement and Indemnity. 7.1. In the event that Party A breaches any obligations, responsibilities, undertakings or covenants under this Agreement, Party A shall indemnify the Licensees against any financial loss incurred by the Licensees attributable to such breaches. In the event that the Licensees breach any obligations, responsibilities, undertakings and covenants under this Agreement, the corresponding Licensee shall indemnify Party A against any financial loss incurred thereby attributable to such breaches.
Infringement and Indemnity. (a) Licensee agrees to promptly notify NDSS in the event Licensee reasonably believes that any of the Buddy Walk Marks are being infringed or adversely affected by any unauthorized and unlawful use by any third party, and Licensee further agrees to take no action of any kind with respect to such infringement or adverse use, except by and in accordance with an express written authorization of NDSS.
Infringement and Indemnity. CIC shall, at its expense, indemnify, hold harmless and, at Licensee’s option and request, defend Licensee and its officers, employees, agents and direct or indirect customers from any claims, suits, losses, liabilities, damages, court judgments or awards and the associated costs and expenses (including attorney’s fees), incurred because of actual or alleged infringement by the Products or Documentation or other material provided hereunder of any patent, copyright, trade secret, trademark, mask work right or other proprietary right(s) of a third party; provided, that CIC is promptly notified, given sole control of the defense and all related settlement negotiations and rendered reasonable assistance by Licensee (at CIC’s expense); provided that CIC shall not enter into any settlement agreement which results in financial liability to Licensee without Licensee’s prior written consent. CIC will have no liability for any claim arising from or based upon (a) any combination, operation or use of any Product with any equipment, data or programming not approved by CIC to the extent such infringement would not have occurred but for such combination or operation or use; or (b) any alteration or modification of the Product Licensee makes without the prior written consent of an officer of CIC to the extent such infringement would not have occurred but for such alteration or modification. For any Product that becomes the subject of a copyright, patent infringement or other intellectual property action, CIC may, at its sole option and expense, procure the right for Licensee to continue marketing and distributing such Product or replace or modify the Product to become non-infringing while remaining functionally equivalent.
Infringement and Indemnity. 8.1 The Licensee acknowledges that Licensor owns or controls and has proprietary interest in the Licensed Technology and other Confidential Information. The Licensee hereby agrees that, unless otherwise specifically provided herein or unless Licensor has consented in writing, it will not use or apply in the People's Republic of China for the registration of any technology for goods and/or for services similar to the Licensed Technology and will not do any act or permit the doing of any act which might prevent, directly or indirectly, the registration in the People's Republic of China of any patent right with respect to the Licensed Technology and other Confidential Information.
Infringement and Indemnity. 28.1 The Contractor shall not infringe the Intellectual Property of any third party in supplying the Ordered Services and shall ensure that the receipt of the Ordered Services by the Participant and others, as contemplated by this Call-off Contract, does not infringe the Intellectual Property of any third party.
Infringement and Indemnity. 14.1 LWI represents to Regenicin that, at the time this Agreement is entered into, LWI has no knowledge of any proprietary right that is owned by a third party that would be infringed by Regenicin's sale or use of Contract Product pursuant to this Agreement. However, LWI does not represent or warrant that Regenicin will not be subject to claims by a third party for infringement of a third party's proprietary rights of which LWI is unaware at the time this Agreement.
Infringement and Indemnity. Licensee shall at Wilsxx'x xxxuest and Wilsxx'x xxxense assist Wilsxx xx conforming or registering its rights in the Trademarks, including as enumerated in this Agreement, with any government or person and shall execute any required documents in this regard. Licensee will promptly advise Wilsxx xx any potentially infringing uses by others. Licensee will promptly advise Wilsxx xx writing of all claims and potential claims of which it has notice or knowledge and all suits threatened or brought against Licensee involving the Trademarks themselves. Wilsxx xxxl indemnify and hold Licensee harmless (which indemnification shall also extent to Licensee's insurer(s)) from and against any and all losses, claims, damages, expenses, judgments, awards, petitions, demands or liabilities of any type, joint or several, to which Licensee may become subject directly or indirectly on account of a legal action related to Licensee's use of the Trademarks initially listed on Exhibit A in a way strictly conforming to this Agreement; provided, Licensee uses all efforts and corrective action to mitigate the exposure to Wilsxx. Xxlsxx xxxerves the right to settle or compromise any and all such suits on Wilsxx'x xxxalf and on behalf of Licensee, provided that Licensee shall not thereby be obligated to make any payment or be bound by any injunctive decree or order, without its prior written consent. This undertaking by Wilsxx xxxll survive the expiration of the Term or the termination thereof by either party. The party receiving notification of any event which may be indemnifiable according to the terms of this Paragraph 15(d) shall as soon as reasonably possible notify the other party upon receipt of Notice of any such claim. Decisions regarding action involving the protection and defense of the Trademarks shall be solely in the discretion of Wilsxx xxx Licensee may not take any such action without the express written consent of Wilsxx. Xx Wilsxx'x xxxuest, Licensee shall cooperate with Wilsxx xxxh respect to actions described in this Paragraph 15(d) which are defended by Wilsxx. Xxe expenses of such cooperation (including reasonable attorney's fees to the extent Licensee reasonably requires independent counsel) shall be reimbursed to Licensee. If Wilsxx xxxls, after proper notice from Licensee, to investigate, defend, settle or compromise actions to which the indemnity in this Paragraph 15(d) relates, then Licensee may incur such expenses, including attorneys fees, as may be reason...
Infringement and Indemnity. 8. Limitation
