Infringement Indemnity. Except as specifically provided below, Ricoh will indemnify, defend and hold Subscriber harmless from and against any and all liabilities, damages, costs and expenses (including reasonable attorneys fees) incurred by Subscriber arising from a third party claim that the Services or Application, as delivered by Ricoh and used within the scope of this Agreement, infringe any existing domestic patent, copyright or trademark, but only if, (i) Subscriber notifies Ricoh in writing within thirty (30) days of any such claim, (ii) Ricoh shall have full control of the defense and all related settlement negotiations, and (iii) Subscriber shall provide Ricoh with assistance, information and authority necessary to perform the above. Notwithstanding the foregoing, Ricoh shall have no indemnity obligation for any claim relating to (i) any software of third parties, including without limitation, any embedded open source or similar software, (ii) any modifications to the Services or Application made by any entity other than Ricoh, (iii) combination or use of the Services or Application with other products, (iv) use of an outdated version of the Ancillary Software when Ricoh has made available an updated version that does not infringe, or (v) any addition, change or modification of the functionality of the Services or Application made at Subscriber’s request, if such claim would not have arisen but for such functionality. In the event of an infringement claim, if it is commercially reasonable to do so, and at its option, Ricoh will either obtain the right for Subscriber to use the Services or will modify the Services to make them non-infringing, and failing these options, Ricoh may terminate the license and Subscriber will return any Ancillary Software. THE REMEDIES ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES FOR RICOH’S BREACH OF ANY INTELLECTUAL PROPERTY WARRANTY CONTAINED IN THIS AGREEMENT OR IMPOSED OR IMPLIED BY LAW.
Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless CUSTOMER and CUSTOMER’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds CUSTOMER in any way without the consent of CUSTOMER, which consent shall not be unreasonably withheld, delayed, and/or conditioned; and (iii) an Indemnified Party, at NACR’s expense, provides all reasonable information and assistance requested by NACR to handle the defense and/or settlement of the Claim. An Indemnified Party, at its expense, may hire legal counsel of its choice to participate in an advisory capacity in discussions, negotiations, or proceedings of the Claim.
Infringement Indemnity. (08/19) Contractor shall indemnify, defend, and hold harmless the City, its directors, officers, employees, and agents from and against any and all claims, demands, suits, and actions for any damages, liabilities, losses, costs, and expenses (including reasonable attorney fees, whether or not at trial and/or on appeal), arising out of or in connection with any actual or alleged misappropriation, violation, or infringement of any proprietary right or Intellectual Property Right of any person whosoever. The City agrees to notify Contractor of the claim and gives Contractor sole control of the defense of the claim and negotiations for its settlement or compromise.
Infringement Indemnity a. Seller shall indemnify and hold harmless Customer against any and all liabilities, losses, costs, damages and expenses, including reasonable attorney's fees, associated with any claim or action for actual or alleged infringement by any Product or Software supplied in accordance with this Agreement of any United States patent, trademark, copyright, trade secret or other intellectual property right incurred by Customer as a result of Customer's use of such Products or Software in accordance with this Agreement provided that (i) Customer promptly notifies Seller in writing of the claim; (ii) Customer gives Seller full opportunity and authority to assume sole control of the defense and all related settlement negotiations; and (iii) Customer gives Seller information and assistance for the defense (Customer will be reimbursed for reasonable costs and expenses incurred in rendering such assistance, against receipt of invoices therefor). Subject to the conditions and limitations of liability stated in section 9(b) of this Agreement, [***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Seller shall indemnify and hold harmless Customer from all payments, which by final judgments in such claims, may be assessed against Customer on account of such alleged infringement and shall pay resulting settlements, costs and damages finally awarded against Customer by a court of law, arbitration or other adjudication of the claim.
b. Customer agrees that if the Products or Software become, or in Seller's opinion are likely to become, the subject of such a claim, Customer will permit Seller, at Seller's option and expense, either to procure the right for Customer to continue using such Products or Software or to replace or modify same so that they become non- infringing as long as they continue to conform in all material respects to the Product specifications, and, if neither of the foregoing alternatives is available on terms that are acceptable to Seller, Customer shall at the written request of Seller, return the infringing or potentially infringing Products or Software and all the rights thereto at Seller's expense. Customer shall receive a refund of the prorated undepreciated portion of the Purchase Price actually paid by Customer to Seller for the returned portion of the Products. The Purchase Price shall be depreciated over a five (5) year period.
c. Seller shall have no obligation to Customer with respec...
Infringement Indemnity. 11.1 Subject to Section 11.2 below, ATML shall indemnify and hold harmless Cirrus Logic and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement or any intellectual property or proprietary rights as a result of activities pursuant to this Agreement by any ATML LICENSED TECHNOLOGY or ATML IMPROVEMENTS. This indemnity is conditioned on Cirrus Logic's (i) providing to ATML prompt and full disclosure of any such claim, (ii) subject to the remainder of this section, allowing ATML, at ATML's written request, to conduct to defense of the claim, and (iii) providing, at ATML's expense, reasonable assistance in connection with the defense of the claim. ATML's liability pursuant to this section shall be limited to damages finally awarded against Cirrus Logic, or settlements entered into, in connection with the claim, together with litigation costs and expenses incurred by Cirrus Logic, subject to the next sentence. If Cirrus Logic and ATML agree (such agreement will not be unreasonably withheld or delayed) that ATML is not financially capable of fully defending the claim, then Cirrus Logic shall be entitled to conduct the defense of the claim, at ATML's expense, including without limitation the right to set off royalties or other payment obligations of Cirrus Logic pursuant to this Agreement against amounts payable by ATML pursuant to this Agreement.
11.2 ATML shall have liability pursuant to Section 11.1 above with respect to any actual or alleged infringement caused by (i) CIRRUS LOGIC MODIFICATIONS, or other modifications to the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT or other contributions to ATM CHIPS not provided by ATML, where the actual or alleged infringement would not have arisen but for the use of the CIRRUS LOGIC MODIFICATION or other non-ATML modification or contribution, or (ii) the combination of ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT with other items not provided by ATML where the actual or alleged infringement would not have arisen by use of the ATML LICENSED TECHNOLOGY or ATML IMPROVEMENT alone and not in combination with the other items.
11.3 Subject to Section 11.2 above, Cirrus Logic shall indemnify and hold harmless ATML and its Affiliates against any costs, loss, liability, or expense arising directly out of any actual or alleged infringement of any intellectual property or proprietary right as a result of activities pursuant to this Agreement by any CIRRUS LOGIC DES...
Infringement Indemnity. Quest shall indemnify Customer from and against any claim, suit, action, or proceeding brought against Customer by a third party to the extent it is based on an allegation that the Software directly infringes any patent, copyright, trademark, or other proprietary right enforceable in the country in which the Software is delivered to Customer, or misappropriates a trade secret in such country (a “Claim”). Indemnification for a Claim shall consist of the following: Quest shall (a) defend or settle the Claim at its own expense, (b).pay any judgments finally awarded against Customer under a Claim or any amounts assessed against Customer in any settlements of a Claim, and (c) reimburse Customer for the reasonable administrative costs or expenses, including without limitation reasonable attorneys’ fees, it necessarily incurs in responding to the Claim. To the extent permitted by 28 U.S.C. 516, Quest’s obligations under this Infringement Indemnity Section are conditioned upon Customer
(i) giving prompt written notice of the Claim to Quest, (ii) permitting Quest to retain sole control of the investigation, defense or settlement of the Claim, and (iii) providing Quest with such cooperation and assistance as Quest may reasonably request from time to time in connection with the investigation, defense or settlement of the Claim. Quest shall have no obligation hereunder to defend Customer against any Claim (a) resulting from use of the Software other than as authorized in this Agreement, (b) resulting from a modification of the Software other than by Quest, (c) based on Customer’s use of the Software after Quest recommends discontinuation because of possible or actual infringement, (d) based on Customer’s use of a superseded or altered release of Software if the infringement would have been avoided by use of a current or unaltered release of the Software made available to Customer, or (e) to the extent the Claim arises from or is based on the use of the Software with other products, services, or data not supplied by Quest if the infringement would not have occurred but for such use. If, as a result of a Claim, Customer must stop using any Software (“Infringing Software”), Quest shall at its expense and option either (1) obtain for Customer the right to continue using the Infringing Software, (2) replace the Infringing Software with a functionally equivalent non-infringing product, (3) modify the Infringing Software so that it is non-infringing, or (4) terminate the Lic...
Infringement Indemnity. Seller shall indemnify, defend, and hold harmless Buyer, its Customer and those for whom Buyer may act as an agent (collectively “Indemnified Party”), from any costs, expenses, damages, or liability that Indemnified Party may incu r as a result of any proceedings charging infringement of any patent, copyright, trademark or other intellectual property right by reason of sale or use of any Supplies furnished by Seller under this Purchase Order.
Infringement Indemnity. Each party (an “Indemnifying Party”) agrees to indemnify, defend and hold the other Party and its officers, directors, agents, employees, successors and assigns (“Indemnified Parties”) harmless from and against any and all losses incurred by an Indemnified Party arising from any third party claim related to an Intellectual Property Right asserted against the Indemnified Party by virtue of the Indemnified Party’s use of the Indemnifying Party’s intellectual property; provided, however, that (i) the Indemnifying Party is given prompt notice of any such claim, (ii) the Indemnifying Party has the right to control and direct the defense of such claim, and (iii) the Indemnified Party fully cooperates with the Indemnifying Party in such defense.
Infringement Indemnity. Flexera will defend and indemnify Customer and its employees, officers, board members, agents, representatives, and officials from and against all claims, demands, actions, losses, liabilities, injury, damages, which are brought by a third party and caused by, arise from, or relate to an allegation that the Products infringe a patent, copyright, or trademark. Flexera will have no obligation to indemnify under this section to the extent the infringement claim arises as a result of Customer’s use of the Products in violation of this Agreement. If the Products are, or in Flexera’s opinion use of the Products is likely to be, subject to an infringement claim, or if required by settlement of the same, Flexera will either: (a) substitute for the Products substantially functionally similar programs; (b) procure for Customer the right to continue using the Products; or if (a) and (b) are commercially impracticable, (c) terminate this Agreement and refund to Customer any prepaid and unused fees as of the date of termination. The foregoing infringement indemnity does not apply to the extent the infringement claim arises as a result of:
(1) modification of the Product (except for setting configuration options provided in the Product) by or on behalf of Customer;
(2) the combination of the Product with other non-Flexera products or processes not specifically required in the Documentation;
(3) Customer’s unauthorized use of the Product or use of the Product in violation of this Agreement; (4) Customer’s failure to implement an Update to the Software which would avoid the infringement after Flexera provides notice that implementing such Update would avoid the infringement; or (5) third party software.
Infringement Indemnity. Licensor indemnifies, defends, and holds Licensee harmless from and against any claims, actions, or demands alleging that the Software infringes any United States patent, United States copyright, or other United States intellectual property right of a third party. If use of the Software is permanently enjoined for any reason, Licensor, at Licensor’s option, and in its sole discretion, may: (a) modify the Software so as to avoid infringement; (b) procure the right for Licensee to continue to use and reproduce the Software and Documentation; or (c) terminate this Agreement and refund to Licensee all license fees paid. Licensor shall have no obligation under this Section 8.1 for or with respect to claims, actions, or demands alleging infringement that arise as a result of (a) the combination of noninfringing items supplied by Licensor with any items not supplied by Licensor; (b) modification of the Software or Documentation by Licensee or by Licensor in compliance with Licensee’s designs, specifications, or instructions; (c) the direct or contributory infringement of any process patent by Licensee through the use of the Software; and (d) continued allegedly infringing activity by Licensee after Licensee has been notified of the possible infringement.
