Infringement Claims. You may submit an infringement claim notice to us at our Contact Formavailable here if you have a good faith belief that Your Content has been copied and made accessible through the Services (including as a part of the Service Content or Third Party Content) in violation of your Inte lectual Property Rights. A copyright infringement claims notice must include at (i) the identification of such a legedly infringing materials, including information su ficient for us to locate it within our Services, ( i) a demand that such a legedly infringing materials be removed or access disabled, ( i) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (iv) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is a legedly infringed; (v) contact information for you, such as address, phone number, and, if available, an email address; and (vi) must be signed by you or the person authorized to act on behalf of the owner of the a legedly infringed work (the “Notice Requirements”). Pursuant to 17 U.S.C. 512(c)(3), if the above Notice Requirements are not met, we may disregard the notice. Pursuant 17 U.S.C. 512(f), be advised that knowingly making a material misrepresentation that online material or activity is infringing or that material or activity was removed or disabled by mistake or misidentification, may subject you to heavy civil penalties. These penalties include monetary damages, including costs and attorneys' fees, incurred by the a leged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider who is injured by your misrepresentation. If we make a decision to remove Your Content in response to a complaint, we may notify you and provide you with contact information for the complaining party. You may also object to such determination by writing to our designated agent, which must contain the fo lowing information pursuant to 17 U.S.C. 512(g)(3), (i) your physical or electronic signature; ( i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; ( i) a statement under penalty of perjury that the you have a good faith belief that the material was removed or disab...
Infringement Claims. XXXX will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Services infringes any valid United States patents or any copyrights or misappropriates any trade secrets of a third party, and CUSI will pay those costs and damages finally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee: (1) notifying CUSI promptly in writing of such action; (2) giving CUSI sole control of the defense thereof and any related settlement negotiations; and (3) cooperating and, at XXXX’s request and expense, assisting in such defense. If the Licensed Software becomes, or in CUSI’s opinion is likely to become, the subject of an infringement claim, CUSI may, at its option and expense, either:
(a) procure for Licensee the right to continue using the Services; (b) replace or modify the Services so that it becomes non-infringing; or (c) accept return of the Services, terminate this Agreement, in whole or in part, as appropriate, upon written notice to Licensee and refund to Licensee the Fees paid for such Services upon such termination, computed according to a thirty-six (36) month straight-line amortization schedule beginning on the Effective Date. Notwithstanding the foregoing, CUSI will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Services not in accordance with this Agreement, including without limitation the Documentation; (ii) any use of the Services in combination with products, equipment, software, or data not supplied by CUSI; (iii) any use of any release of the Services other than the most current release made available to Licensee; or (iv) any modification of the Services by any person other than CUSI or its authorized agents or subcontractors. THIS SECTION 9.1 STATES CUSI’S ENTIRE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT.
Infringement Claims. OT will defend Licensee from any Claim, to the extent the Claim arises solely as a result of Licensee's use of the Software in accordance with the License Documents. This defense will not apply to a Claim to the extent caused by: (a) Licensee’s failure to incorporate a Software update or upgrade that would have avoided the alleged infringement;
Infringement Claims. (a) Each party (Indemnifying Party) indemnifies the other party (Indemnified Party) against all Loss suffered or incurred by the Indemnified Party arising in connection with an Infringement Claim.
(b) If an Infringement Claim is made:
(i) the Indemnified Party must promptly notify the Indemnifying Party of the Infringement Claim and will provide assistance at the Indemnifying Party’s expense for the purposes of managing the Infringement Claim as reasonably requested by the Indemnifying Party;
(ii) the Indemnifying Party is responsible for, and subject to clause 9.4(b)(iii) will have the right solely to control, the defence and settlement of the Infringement Claim, provided that the Indemnifying Party must:
(A) update, and consult with, the Indemnified Party about the progress of the Infringement Claim;
(B) not settle the Infringement Claim in a manner that does not unconditionally release the Indemnified Party, or on terms that require the Indemnified Party to do or cease doing anything, without the Indemnified Party’s prior written consent; and
(C) not agree to any terms of settlement of any Infringement Claim which relate to acts, omissions, acknowledgements or representations of the Indemnified Party without the Indemnified Party’s prior written consent;
(iii) if the Indemnifying Party fails to respond to, defend or oppose any Infringement Claim in accordance with this clause 9.4(b) following 10 Business Days’ notice from the Indemnified Party, the Indemnified Party may participate in the defence of the Infringement Claim at the Indemnifying Party’s expense; and
(iv) and if terms of settlement are proposed to or by the Indemnifying Party with respect to the Infringement Claim, the Indemnified Party must act reasonably in considering the settlement offer if requested to do so by the Indemnifying Party.
(c) If an Infringement Claim is made and the Supplier is the Indemnifying Party, the Supplier may (at its election):
(i) modify ProcurePro in order to avoid any infringement, provided that it can do so without adversely affecting the functionality, performance and quality of ProcurePro;
(ii) procure for the Customer all rights required to continue using and exploiting ProcurePro in accordance with this Agreement without any modification;
(iii) procure for the Customer non-infringing replacements for ProcurePro that is equivalent in functionality, performance and quality; or
Infringement Claims. ANYCHART will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law (“Claim”), but only to the extent the Claim arises directly out of the use of the Software. You must notify ANYCHART in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to ANYCHART at no cost with such assistance and cooperation as ANYCHART may reasonably request from time to time in connection with the defense of the Claim. ANYCHART shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms ANYCHART deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. ANYCHART shall pay actual damages and costs awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum of US$1,000. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of ANYCHART’s legal counsel the Software is likely to become the subject of a Claim, ANYCHART shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of ANYCHART’s legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, ANYCHART, at its own election, may terminate this Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to ANYCHART. THE FOREGOING CONSTITUTES ANYCHART’S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.
Infringement Claims. If the manufacture, sale or use of any Collaboration Product in the Territory pursuant to this Agreement results in any claim, suit or proceeding alleging patent infringement against GenVec or Fuso, such party shall promptly notify the other party hereto. If Fuso is not named as a party in such a claim, suit or proceeding, Fuso may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. GenVec agrees not to oppose such intervention. If Fuso, and not GenVec, is named as a party to such claim, suit or proceeding, Fuso shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice, however GenVec, at its own expense and through counsel of its own choice, may seek to intervene if the claim, suit or proceeding relates to the commercialization of the Collaboration Product in the Field, and in such event, Fuso agrees not to oppose such intervention. If Fuso is named as a party and GenVec shall, at any time, tender its defense to Fuso, then Fuso shall defend GenVec in such claim, suit or proceeding, at Fuso's own expense and through counsel of its own choice, and Fuso shall control the defense and settlement of any such claim, suit or proceeding; provided, Fuso shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part GenVec, or (ii) the invalidity, unenforceability or absence of infringement of any GenVec Patent Rights or patent claiming a Joint Invention, without the prior written consent of GenVec, which consent shall not be unreasonably withheld. The parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.
Infringement Claims. 5.1 XXXX will, at its expense, defend, indemnify and hold Customer harmless from any claim or suit brought against Customer alleging that a Product or Service infringes a patent, copyright or trade secret, and XXXX will pay all costs and damages in a settlement or award resulting therefrom, if Customer promptly notifies XXXX of the claim and gives XXXX reasonably requested information and cooperation and sole authority to defend and settle the claim.
5.2 In handling the claim, XXXX may obtain, at no additional charge to Customer, the right for Customer to continue using the Product or Service at issue, or replace or modify it so that it becomes non-infringing. If XXXX is unable to reasonably secure those remedies, and if Customer must discontinue use of an infringing Product or Service then, in addition to providing the defense and indemnification set forth above, XXXX may terminate the license to the infringing Product and Service and refund to Customer, on a pro rata basis, the share of any fees prepaid by Customer for the future portion of the term that would have remained but for such termination.
5.3 XXXX’x indemnification does not apply, and Customer correspondingly will defend, indemnify and hold XXXX harmless, to the extent that the alleged infringement is caused by: (a) any modification of the Products made by any party other than XXXX; (b) a modification or enhancement to the Products or Services pursuant to designs provided by Customer; (c) the combination, operation or use by Customer of any software, equipment or devices not supplied by XXXX to the extent the claim would have been avoided if the Products or Services were not used in such combination; or (d) failure of Customer to use a Software release or modified Software provided by XXXX to the extent the claim would have been avoided if the updated or modified Software was used by Customer.
5.4 Each party’s obligations and liabilities to the other for third party intellectual property infringement claims, and each party’s rights and remedies against the other for such claims, are solely and exclusively set forth in this Section of the Agreement.
Infringement Claims. No infringement, misappropriation, or similar claim or Proceeding is pending or, to the Knowledge of the Acquired Corporations, threatened against any of the Acquired Corporations or against any other Person who is or may be entitled to be indemnified, defended, held harmless, or reimbursed by any of the Acquired Corporations with respect to such claim or Proceeding. None of the Acquired Corporations has ever received any notice or other communication (in writing or electronic) relating to any actual, alleged, or suspected infringement, misappropriation, or violation by any of the Acquired Corporations, any of their employees or agents, or any Company Product of any Intellectual Property Rights of another Person, including any letter or other written or electronic communication suggesting or offering that the Company obtain a license to any Intellectual Property Right of another Person.
Infringement Claims. OT will defend Licensee from any Claim, to the extent the Claim arises solely as a result of Licensee's use of the Software in accordance with the License Documents. This defense will not apply to a Claim to the extent caused by: (a) Licensee’s failure to incorporate a Software update or upgrade that would have avoided the alleged infringement; (b) the modification of the Software by any party other than OT; (c) the combination or use of the Software with software, hardware, firmware, data, or technology not licensed to Licensee by OT or approved by OT in writing; or (d) unlicensed activities of the Licensee. As to any such cause, OT assumes no liability for infringement and Licensee will hold OT harmless against any infringement claims arising therefrom.
Infringement Claims. 5.1 XXXX will, at its expense, defend, indemnify and hold Customer harmless from any claim or suit brought against Customer alleging that a Product infringes a patent, copyright or trade secret, and XXXX will pay all costs and damages in a settlement or award resulting therefrom, if Customer promptly notifies XXXX of the claim and gives XXXX reasonably requested information and cooperation and sole authority to defend and settle the claim.
5.2 In handling the claim, XXXX may obtain, at no additional charge to Customer, the right for Customer to continue using the Product at issue, or replace or modify it so that it becomes non-infringing. If XXXX is unable to reasonably secure those remedies, and if Customer must discontinue use of an infringing Product then, in addition to providing the defense and indemnification set forth above, XXXX may terminate the license to the infringing Product and refund to Customer, on a pro rata basis, the share of any license fees prepaid by Customer for the future portion of the term that would have remained but for such termination.
5.3 XXXX’x indemnification does not apply, and Customer correspondingly will defend, indemnify and hold XXXX harmless, to the extent that the alleged infringement is caused by: (i) use of a Product in connection with goods, computer code, or services not furnished by XXXX; (II) if the Product is combined with other non-XXXX products, applications or processes not authorized by XXXX, but solely to the extent the alleged infringement is caused by such combination ;(iii) XXXX'x compliance with Customer’s instructions, designs or specifications; or (iv)modifications by anyone other than XXXX or its contractors.
5.4 Each party’s obligations and liabilities to the other for third party intellectual property infringement claims, and each party’s rights and remedies against the other for such claims, are solely and exclusively set forth in this Section of the Agreement.
