Infringement Claim. Wind River will indemnify, and at its election, defend at its expense Customer against any claims, suits or proceedings brought by a third party against Customer to the extent that such claim, suit or proceeding is solely based on an allegation that any Final Deliverable, or portion thereof, authored by Wind River under this Agreement directly infringes such third party’s copyright or misappropriates a trade secret of such third party (an “Infringement Claim”). Wind River shall pay Customer the damages, costs, and expenses (including reasonable legal fees) finally awarded against Customer by a court of competent jurisdiction (or settlements agreed to in writing by Wind River) as a result of an Infringement Claim. Wind River's obligations under this Section 11 (Indemnification by Wind River) are conditioned on Customer (i) notifying Wind River in writing promptly after Customer becomes aware of an Infringement Claim; (ii) allowing Wind River to have sole control of the investigation, defense and settlement of the Infringement Claim, provided that, Customer may participate in such investigation and defense at its own expense, (iii) cooperating with Wind River in the investigation, defense and settlement of the Infringement Claim (as reasonably requested by Wind River) at Wind River’s expense, and (iv) making no admission of liability or fault on behalf of itself or Wind River.
Infringement Claim. If an Infringement Claim is made or threatened during the Contract Term, Keyloop may:
8.6.1 procure the right for Customer to continue using those elements of the Keyloop Software to which the Infringement Claim relates; or
8.6.2 modify or replace those elements of the Keyloop Software to which the Infringement Claim relates in order to remove them from the scope of the Infringement Claim, and without materially reducing their performance and/or functionality; or
8.6.3 (if in Keyloop's opinion neither of the above options is available) terminate any Product that covers the licence of the Keyloop Software to which the Infringement Claim relates. In such circumstances Keyloop shall refund to Customer any amounts prepaid by Customer relating to the period for which the Keyloop Software shall not be provided.
Infringement Claim. 10.1.1. Company shall indemnify, defend and hold harmless Customer from and against all losses, liabilities, damages, claims, costs and reasonable expenses (including reasonable attorneys’ fees) arising out of or related to a third party claim that Customer’s use of, or access to, the GoFan® Solution or Technology infringes a United States patent, copyright or trademark or misappropriates any third party trade secrets (an “Infringement Claim”); provided that, Customer must give Company: (a) prompt written notice of such claim; (b) authority to control and direct the defense and/or settlement of such claim ; and (c) such information and assistance as Company may reasonably request, at Company’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Company shall not, without the prior written consent of Customer, settle any third-party claim against Customer unless (i) such settlement completely and forever releases Customer with respect thereto or (ii) does not involve any financial obligation on the part of Customer. In any action for which Company provides defense on behalf of Customer, Customer may participate in such defense at its own expense by counsel of its choice.
10.1.2. Upon the occurrence of any Infringement Claim for which indemnity is or may be due under this Section 10.1.1, or in the event that Company believes that such a claim is likely, (Company will, at its option: (a) appropriately modify the GoFan® Solution, GoFan® Solution or Technology to be non-infringing, or substitute functionally equivalent software or services; (b) obtain a license to the applicable third-party intellectual property rights; or (c) if the remedies set forth in clauses (a) and (b) above are not commercially feasible, as determined by Company in its sole discretion, Company may terminate this Agreement on written notice to Customer and refund any pre-paid fees for services that have not been provided. THE PROVISIONS OF THIS SECTION 10.1 STATES THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF COMPANY TO CUSTOMER, AND IS CUSTOMER'S SOLE REMEDY, WITH RESPECT TO ANY INFRINGEMENT CLAIM.
Infringement Claim. 12.1.1. The Supplier guarantees that the Services do not by holding, use, granting or assignment, infringe any third-party rights. The Supplier undertakes, at its own cost, to defend the Client if claims are made or action is taken against the Client regarding the infringement of patent, copyright or other right, on account of use by the Clients of the Services.
12.1.2. The Supplier’s undertakings apply only on the condition that the Supplier, within reasonable time, is informed in writing by the Client of the claim being made or the proceedings being instituted, and that the Supplier may at its sole discretion make decisions regarding the defense in such proceedings, and conduct negotiations for agreement or settlement. The Client undertakes to assist the Supplier in the defense to a reasonable extent and at the Supplier’s expense.
Infringement Claim. If an Infringement Claim is made, the Supplier must: (a) without prejudice to Amplitel's other rights or remedies and at no additional cost to Amplitel: (i) modify the affected Supplies in order to avoid any infringement without any adverse effects to the functionality, performance and quality of the Supplies; (ii) procure for Amplitel all rights required to continue using and exploiting the affected, unmodified Supplies in accordance with this Agreement; or (iii) procure for Amplitel non-infringing replacements for the affected Supplies equivalent in functionality, performance and quality; and (b) if the options in sub-cl (a)(i) to (iii) above are not possible, accept return of the affected Supplies or cease to provide or perform the affected Supplies (as applicable) and reimburse any Fees paid by Amplitel for those Supplies; and
Infringement Claim. If during the Collaboration Period either party discovers any third party infringement of IPR belonging to either party, it will promptly notify the other party.
Infringement Claim. If either party's (the "Infringing Party") intellectual property rights are alleged or held to infringe the intellectual property rights of a third party, the Infringing Party shall, at its own expense, and in its sole discretion, (i) procure for the non-Infringing Party the right to continue to use the allegedly infringing intellectual property or (ii) replace or modify the intellectual property to make it non-infringing If neither option is available the Infringing Party shall be deemed to be in material breach of this Agreement.
Infringement Claim. XXXX shall defend, or at its option, settle any third party claim, suit or proceeding brought against End User based on an allegation that the XXXX-Software infringes upon any U.S., Canadian, or European patent or copyright of any third party.
Infringement Claim. If End User receives actual notice of any demand, claim, suit or proceeding against End User from a third party that contends that the Marketing Resource Center system infringes any United States or European Union patent or copyright or misappropriates any trade secret of a third party (an “Infringement Claim”), End User will provide prompt written notice of such Infringement Claim to FB1 and will authorize FB1 to have sole control over the defense and/or settlement of such Infringement Claim. Upon FB1’s request, End User will provide reasonable cooperation in the defense and/or settlement of the Infringement Claim. If End User complies with all of the requirements above, then FB1 will: (i) defend the Infringement Claim at its expense; (ii) pay any damages and costs finally awarded against End User (or payable by End User pursuant to a settlement Agreement) arising out of the Infringement Claim; and (iii) reimburse End User for reasonable costs and expenses incurred by End User to provide the cooperation requested by FB1 pursuant to this section.
Infringement Claim. Notwithstanding the express limitation of liability contained in Section 5.2 below, at Skyward sole expense, Skyward shall defend and hold harmless Licensee from and against any and all claims, actions, and liabilities brought by any third party alleging that the Skyward Products and/or Materials infringe upon a trade secret, or a registered patent or copyright in the United States and Skyward shall pay all costs and damages arising out of any such claim. To qualify for such defense and payment, Licensee must give Skyward prompt written notice of such claim and allow Skyward to control or institute all defenses to a such claim, including settlement of all such claims, in litigation or otherwise, provided no such settlement adversely affects Licensee’s ability to exercise the rights granted in this Agreement, unless Licensee consents thereto.
