Common use of Infringement and misappropriation Clause in Contracts

Infringement and misappropriation. (a) MCO warrants that all Deliverables provided by MCO will not infringe or misappropriate any right of, and will be free of any claim of, any third person or entity based on copyright, patent, trade secret, or other intellectual property rights. (b) MCO will, at its expense, defend with counsel approved by HHSC, indemnify, and hold harmless HHSC, its employees, officers, directors, contractors, and agents from and against any losses, liabilities, damages, penalties, costs, and fees from any claim or action against HHSC that is based on a claim of breach of the warranty set forth in the preceding paragraph. HHSC will promptly notify MCO in writing of the claim, provide MCO a copy of all information received by HHSC with respect to the claim, and cooperate with MCO in defending or settling the claim. HHSC will not unreasonably withhold, delay or condition approval of counsel selected by the MCO. (c) In case the Deliverables, or any one (1) or part thereof, is in such action held to constitute an infringement or misappropriation, or the use thereof is enjoined or restricted or if a proceeding appears to MCO to be likely to be brought, MCO will, at its own expense, either: (1) Procure for HHSC the right to continue using the Deliverables; or (2) Modify or replace the Deliverables to comply with the Specifications and to not violate any intellectual property rights.

Infringement and misappropriation. (a) MCO HMO warrants that all Deliverables provided by MCO HMO will not infringe or misappropriate any right of, and will be free of any claim of, any third person or entity based on copyright, patent, trade secret, or other intellectual property rights. (b) MCO HMO will, at its expense, defend with counsel approved by HHSC, indemnify, and hold harmless HHSC, its employees, officers, directors, contractors, Responsible Office: HHSC Office of General Counsel (OGC) Subject: Attachment A — HHSC Uniform Managed Care Contract Terms & Conditions Version 1.0 and agents from and against any losses, liabilities, damages, penalties, costs, fees, including without limitation reasonable attorneys’ fees and fees expenses, from any claim or action against HHSC that is based on a claim of breach of the warranty set forth in the preceding paragraph. HHSC will promptly notify MCO HMO in writing of the claim, provide MCO HMO a copy of all information received by HHSC with respect to the claim, and cooperate with MCO HMO in defending or settling the claim. HHSC will not unreasonably withhold, delay or condition approval of counsel selected by the MCOHMO. (c) In case the Deliverables, or any one (1) or part thereof, is in such action held to constitute an infringement or misappropriation, or the use thereof is enjoined or restricted or if a proceeding appears to MCO HMO to be likely to be brought, MCO HMO will, at its own expense, either: (1) Procure for HHSC the right to continue using the Deliverables; or (2) Modify or replace the Deliverables to comply with the Specifications and to not violate any intellectual property rights. If neither of the alternatives set forth in (1) or (2) above are available to the HMO on commercially reasonable terms, HMO may require that HHSC return the allegedly infringing Deliverable(s) in which case HMO will refund all amounts paid for all such Deliverables.