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.
8.2 Licensor is not aware of any right of a third party which might be infringed through the exercise of the license granted to the Licensee hereunder, but Licensor does not warrant nor shall Licensor be liable to the Licensee on the ground that any such right of a third party in fact exists.
8.3 In the event that any suit, action or other proceeding involving any claim of industrial property infringement shall be threatened or instituted against the Licensee based upon the Licensee's permitted use hereunder of the Licensed Technology or any other Confidential Information, the Licensee shall notify Licensor promptly thereof and shall send to Licensor copies of any such papers which shall have been served in such suit, action or proceeding. Licensor may, if it so elects, control the defense of such suit at Licensor's own cost and expense. The Licensee shall have the right to be represented by advisory counsel of its own selection at its own expense, and shall cooperate fully in the defense of any such suit. If Licensor does not elect to control the defense of such suit, the Licensee shall undertake such control at the Licensee's own cost and expense and Licensor shall have the fight to be represented by advisory counsel of its own selection and at its own expense. At the request of the Licensee, Licensor shall assist the Licensee in the defense of such suit at the Licensee's cost and expense.
8.4 The Licensee shall, upon obtaining knowledge of any infringement or threatening infringement of Licensor's rights to the Licensed Technology, Confidential Information or trademarks owned by Licensor, immediately notify Licensor thereof together with al relevant details. Licensor may, at its own discretion and cost, prosecute or otherwise stop or prevent such actual or threatening infringemen...
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, warranties or undertakings under this Agreement, Party A shall indemnify the Licensees against any direct financial loss incurred by the Licensees attributable to such breaches. In the event that the Licensees breach any obligations, responsibilities, warranties and undertakings under this Agreement, the corresponding Licensee shall indemnify Party A against any financial loss incurred thereby attributable to such breaches.
7.2. In the event of the failure of any party to this Agreement to perform the obligations and duties under this Agreement due to a Force Majeure event, the affected party shall not be held liable for any breach arising from such event, except for those the laws state otherwise. The party that fails to perform its obligations and duties under this Agreement due to a Force Majeure event shall notify the other party immediately and take all reasonable actions to reduce the impact of the Force Majeure event.
7.3. If the Licensees know of any infringement or potential infringement of Party A’s right in the Licensed Trademarks, the Licensees shall immediately notify Party A and provide to Party A a report detailing all of its knowledge about the infringement. Upon receipt of the foregoing notice and report from the Licensees, Party A shall have the right to evaluate the infringement or potential infringement on the Licensed Trademarks and take all appropriate actions including legal proceedings or other actions to stop the actual or potential infringements. The Licensees shall cooperate with Party A in connection with the actions. And with the prior written consent of Party A, any expenses incurred by the Licensees in connection with such cooperation shall be reasonably compensated out of the fees paid by the infringer.
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. (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.
(b) NDSS shall determine, in its sole discretion, whether to take any action to prevent infringement and unauthorized use of any of the Buddy Walk Marks, and all costs for any such action will be borne by NDSS, and all recoveries from any such action would be the sole and exclusive property of NDSS.
(c) Licensee shall indemnify, defend, and hold harmless NDSS, and its directors and officers from and against any and all liabilities arising from: (i) any acts of omission of Licensee in connection with the performance of this Agreement or breach of any of its representations or warranties and (ii) the Buddy Walk Event, including, without limitation, injuries to spectators or participants, regardless of fault or negligence.
Infringement and Indemnity. Sublicensee shall at Sublicensor's request and Sublicensor's expense assist Sublicensor or Wilsxx xx confirming or registering Wilsxx'x xxxhts in the Trademarks, including as enumerated in this Agreement, with any government or person and shall execute any required documents in this regard. Sublicensee will promptly advise Sublicensor of any potentially infringing uses by others. Sublicensee will promptly advise Sublicensor and Wilsxx xx writing of all claims and potential claims of which it has notice or knowledge and all suits threatened or brought against Sublicensee involving the Trademarks themselves. Sublicensor will indemnify and hold Sublicensee harmless (which indemnification shall also extend to Sublicensee'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 Sublicensee may become subject directly or indirectly on account of a legal action related to Sublicensee's use of the Trademarks initially listed on Exhibit A in a way strictly conforming to this Agreement; provided, Sublicensee uses all efforts and corrective action to mitigate the exposure to Sublicensor and Wilsxx. Xxis undertaking by Sublicensor shall 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 12[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/or Sublicensor and Sublicensee may not take any such action without the express written consent of Wilsxx xxx/or Sublicensor. At Sublicensor's request, Sublicensee shall cooperate with Sublicensor and Wilsxx xxxh respect to actions described in this Paragraph 12[d] which are defended by Sublicensor or Wilsxx. Xxe expenses of such cooperation (including reasonable attorney's fees to the extent Sublicensee reasonably requires independent counsel) shall be reimbursed to Sublicensee by Sublicensor. If Sublicensor fails, after proper notice from Sublicensee to investigate, defend, settle or compromise actions to which the indemnity in this Paragraph 12[d] relates, then Sublicensee may incur such expenses, including attorneys fees, as may be reasonably necessary or advisable for the investigation, defense, ...
Infringement and Indemnity. (i) Ameritel shall promptly notify RadioShack of any event of third party infringement of RadioShack Marks of which Ameritel receives written notice. Ameritel agrees to reasonably assist RadioShack in the prosecution of any claim or lawsuit against infringement of the RadioShack Marks by providing such relevant evidence as Ameritel may have within its control. RadioShack agrees to reimburse Ameritel for all reasonable out-of-pocket expenses as incurred (including attorney fees) in providing such relevant evidence and reasonable assistance. RadioShack may at its own expense and at its sole discretion bring a claim or lawsuit to restrain any such infringement of the RadioShack Marks, and shall be entitled to receive and retain for its own use and benefit any recovery awarded in such lawsuit. RadioShack may only name Ameritel as a plaintiff or join Ameritel as a party to such lawsuit after it has obtained Ameritel's prior written permission and after RadioShack has agreed in writing to reimburse Ameritel for all reasonable attorney's fees, costs and expenses incurred.
(ii) RadioShack shall defend, indemnify and hold Ameritel harmless from any claims, demands, damages, costs and liabilities imposed on Ameritel as a result of any claim, demand, proceeding, or lawsuit brought against Ameritel arising out of Ameritel's authorized use of the RadioShack Marks in accordance with this Agreement, guidelines for RadioShack usage or examples furnished, provided that (a) Ameritel shall promptly notify RadioShack of any such claim, proceeding or lawsuit, (b) RadioShack shall have the right to undertake and conduct the defense of such claim, proceeding or lawsuit, and (c) Ameritel shall not settle or attempt to settle any such claim, proceeding or lawsuit without RadioShack's prior written consent.
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.
14.2 Regenicin agrees to hold harmless, defend and indemnify LWI against all damage, claim, expense and liability, including attorney fees, arising in any way from (i) the offering to sell, sale, or use of Contract Product by Regenicin or its agents or (ii) any actions whatsoever taken by Regenicin, its affiliates, or any of its or its affiliates’ respective officers, directors, employees, agents, consultants, independent contractors or representatives in connection with this Agreement, the Contract Product, or Lonza’s (or its affiliates’) relationship with Regenicin.
Infringement and Indemnity. Subject to Section 12 of this Subscription Agreement, ServisBot will defend Customer from and against any claim by a third party alleging that a Service when used as authorized under this Subscription Agreement infringes a U.S. patent, U.S. copyright, or U.S. trademark and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer or agreed in settlement by ServisBot (including reasonable attorneys' fees) resulting from such claim, provided that ServisBot will have received from Customer: (i) prompt written notice of such claim (but in any pg. 4 event notice in sufficient time for ServisBot to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable cooperation of Customer. ServisBot will not settle any claim without Customer’s prior written consent, which shall not be unreasonably withheld or delayed. If Customer's use of a Service is (or in ServisBot's opinion is likely to be) enjoined, if required by settlement or if ServisBot determines such actions are reasonably necessary to avoid material liability, ServisBot may, in its sole discretion:
(a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Subscription Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by ServisBot. The foregoing indemnification obligation of ServisBot will not apply: (1) if such Service is modified by any party other than ServisBot, but solely to the extent the alleged infringement is caused by such modification; (2) if such Service is combined with products or processes not provided by ServisBot, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Service by Customer; (4) to any action arising as a result of Customer Data or any third-party deliverables or components contained within such Service; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; or (6) if Customer settles or makes any admissions with respect to a claim without ServisBot's prior written consent. THIS SECTIO...
Infringement and Indemnity. The Contractor shall not infringe the Intellectual Property of any third party in supplying the Goods and/or Services and shall ensure that the receipt of the Goods and/or Services by the Authority and others, as contemplated by this Contract, does not infringe the Intellectual Property of any third party.
