Common use of Infringement and misappropriation Clause in Contracts

Infringement and misappropriation. (a) CONTRACTOR warrants that all Deliverables provided by CONTRACTOR 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) CONTRACTOR 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, FEES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND 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 CONTRACTOR IN WRITING OF THE CLAIM, PROVIDE CONTRACTOR A COPY OF ALL INFORMATION RECEIVED BY HHSC WITH RESPECT TO THE CLAIM, AND COOPERATE WITH CONTRACTOR IN DEFENDING OR SETTLING THE CLAIM. (c) In case the Deliverables, or any one 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 CONTRACTOR to be likely to be brought, CONTRACTOR 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 CONTRACTOR on commercially reasonable terms, CONTRACTOR may require that HHSC return the allegedly infringing Deliverable(s) in which case CONTRACTOR will refund all amounts paid for all such Deliverables and reimburse HHSC for any related direct and indirect damages incurred by HHSC due to the infringing Deliverable(s).

Infringement and misappropriation. (a) CONTRACTOR HMO warrants that all Deliverables provided by CONTRACTOR 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) CONTRACTOR WILLHMO will, AT ITS EXPENSEat its expense, DEFEND WITH COUNSEL APPROVED BY defend with counsel approved by HHSC, INDEMNIFYindemnify, AND HOLD HARMLESS and hold harmless HHSC, ITS EMPLOYEESits employees, OFFICERSofficers, DIRECTORSdirectors, CONTRACTORScontractors, AND AGENTS FROM AND AGAINST ANY LOSSESand agents from and against any losses, LIABILITIESliabilities, DAMAGESdamages, PENALTIESpenalties, COSTScosts, FEESfees, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYSincluding without limitation reasonable attorneys’ FEES AND EXPENSESfees and expenses, FROM ANY CLAIM OR ACTION AGAINST from any claim or action against HHSC THAT IS BASED ON A CLAIM OF BREACH OF THE WARRANTY SET FORTH IN THE PRECEDING PARAGRAPHthat is based on a claim of breach of the warranty set forth in the preceding paragraph. HHSC WILL PROMPTLY NOTIFY CONTRACTOR IN WRITING OF THE CLAIMwill promptly notify HMO in writing of the claim, PROVIDE CONTRACTOR A COPY OF ALL INFORMATION RECEIVED BY provide HMO a copy of all information received by HHSC WITH RESPECT TO THE CLAIMwith respect to the claim, AND COOPERATE WITH CONTRACTOR IN DEFENDING OR SETTLING THE CLAIMand cooperate with HMO in defending or settling the claim. HHSC will not unreasonably withhold, delay or condition approval of counsel selected by the HMO. (c) In case the Deliverables, or any one 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 CONTRACTOR HMO to be likely to be brought, CONTRACTOR 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 CONTRACTOR HMO on commercially reasonable terms, CONTRACTOR HMO may require that HHSC return the allegedly infringing Deliverable(s) in which case CONTRACTOR HMO will refund all amounts paid for all such Deliverables and reimburse HHSC for any related direct and indirect damages incurred by HHSC due to the infringing Deliverable(s)Deliverables.