Infringement Protection. 1. The Service Provider represents and warrants that neither the Service Provider’s Host System nor any equipment, software, or any combination thereof, provided pursuant to this Agreement, nor the use thereof, violates or infringes upon any U.S. patent, copyright, trade secret, or any other proprietary right of any third party. In the event of any action brought against the
a. The Service Provider is notified of any claim promptly after the RMV becomes aware of it.
b. The RMV gives the Service Provider information reasonably available and assistance reasonably necessary to facilitate the defense or settlement of such claim and, to the extent permitted by law, the RMV makes any defenses available to it available to the Service Provider.
2. The RMV shall have the right to enter into any negotiated settlement, but the Service Provider shall not be responsible for any settlement or compromise made without its consent so long as the Service Provider has assumed its responsibility to defend under Paragraph 15 (a). In all events, the RMV shall have the right to participate in the defense of any suit or proceeding through its own counsel.
3. The Service Provider shall not be liable to indemnify the RMV against any claim of infringement based upon equipment, software or systems made or modified to the RMV’s own detailed specifications or design, or required to be used by the RMV as part of the ELT Program.
4. No limitation of liability provision of this Agreement shall apply to the indemnification provided by this section. The obligations contained in this section shall survive termination of the Agreement.
5. The provisions of this section state the sole remedy of the Commonwealth regarding any claimed infringement by the equipment, software or Service Provider’s Host System provided by the Service Provider pursuant to this Agreement.
Infringement Protection. County of Marin represents to each of the other Members, including ABAG, that the material to be prepared under this Agreement will not infringe upon the copyright, patent or license, or otherwise violate the proprietary rights, including trade secret rights, of any person or entity. County of Xxxxx agrees to indemnify and hold each of the other Members, the CPUC and PG&E (for the purposes of this section only, Indemnitees) harmless from and against any and all liabilities, costs and damages arising out of any such infringement, and from any suit, demand or claim made against Indemnitees alleging any such infringement or violation. In addition to the foregoing, if there is such a suit, demand or claim, County of Marin agrees, as soon as possible, to either procure for the affected Indemnitee(s) the right to continue using the material, replace the material with non-infringing material or modify it so it becomes noninfringing; provided, however that the replaced or modified material shall be equal to that contracted for hereunder and satisfactory to the affected Indemnitee(s). County of Xxxxx further agrees to pay any judgment or reasonable settlement offer resulting from a suit, demand or claim.
Infringement Protection. If an infringement claim is made against Affiliate by a third-party in a court of competent jurisdiction regarding Affiliate’s use of any of the Software Products, Vigilant shall indemnify Affiliate, and assume all legal responsibility and costs to contest any such claim. If Affiliate's use of any portion of the Software Products or documentation provided to Affiliate by Vigilant in connection with the Software Products is enjoined by a court of competent jurisdiction, Vigilant shall do one of the following at its option and expense within sixty (60) days of such enjoinment: (1) Procure for Affiliate the right to use such infringing portion; (2) replace such infringing portion with a non-infringing portion providing equivalent functionality; or
Infringement Protection. Project Sponsor represents to Frontier and Xcel that the material prepared under this Agreement will not infringe on the copyright, patent, or license, or otherwise violate the proprietary rights, including trade secret rights, of any person or entity. Project Sponsor agrees to indemnify and hold Frontier and Xcel, harmless from and against all liabilities, costs and damages arising out of such infringement, as well as claims of infringement. Project Sponsor further agrees to pay any judgment or reasonable settlement offer resulting from a suit, demand or claim, and pay any reasonable attorney’s fees incurred by Frontier or Xcel in defense of such a suit.
Infringement Protection. Project Sponsor represents to Frontier and TNMP that the material prepared under this Agreement will not infringe on the copyright, patent, or license, or otherwise violate the proprietary rights, including trade secret rights, of any person or entity. Project Sponsor agrees to indemnify and hold Frontier and TNMP, harmless from and against all liabilities, costs and damages arising out of such infringement, as well as claims of infringement. Project Sponsor further agrees to pay any judgment or reasonable settlement offer resulting from a suit, demand or claim, and pay any reasonable attorney’s fees incurred by Frontier or TNMP in defense of such a suit.
Infringement Protection. Contractor shall hold the Court and its officers, agents, and employees harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted compositions, secret process, or patented or unpatented invention, article, or appliance furnished or used in connection with this Agreement.
Infringement Protection. Contractor represents to PG&E that the material to be prepared under this Contract will not infringe upon the copyright, patent or license, or otherwise violate the proprietary rights, including trade secret rights, of any person or entity. Contractor agrees to indemnify and hold PG&E, its parent company, subsidiaries and/or affiliates, harmless from and against any and all liabilities, costs and damages arising out of any such infringement, and from any suit, demand or claim made against PG&E, its parent company, subsidiaries and/or affiliates, alleging any such infringement or violation. In addition to the foregoing, if there is such a suit, demand or claim, Contractor agrees, as soon as possible, to either procure for PG&E the right to continue using the material, replace the material with non-infringing material or modify it so it becomes non-infringing; provided, however that the replaced or modified material shall be equal to that contracted for hereunder and satisfactory to PG&E. Contractor further agrees to pay any judgment or reasonable settlement offer resulting from a suit, demand or claim, and pay any reasonable attorney's fees incurred by PG&E in defense against such suit.
Infringement Protection. If an infringement claim is made against Customer by a third-party in a court of competent jurisdiction regarding Customer’s use of any of the Hardware Products or Software Products, Vigilant shall indemnify Customer, and assume all legal responsibility and costs to contest any such claim. If Customer's use of any portion of the Hardware Products or Software Products or documentation provided to Customer by Vigilant in connection with the Hardware Products or Software Products is enjoined by a court of competent jurisdiction, Vigilant shall do one of the following at its option and expense within sixty (60) days of such enjoinment: (1) Procure for Customer the right to use such infringing portion; (2) replace such infringing portion with a non-infringing portion providing equivalent functionality; or
Infringement Protection. Implementer represents to IOU and CPUC that the material prepared under this Agreement will not infringe on the copyright, patent, or license, or otherwise violate the proprietary rights, including trade secret rights, of any person or entity. Implementer agrees to indemnify and hold IOU and its parent company, and the CPUC, harmless from and against all liabilities, costs and damages arising our of such infringement, as well as claims of infringement. Implementer further agrees to pay any judgment or reasonable settlement offer resulting from a suit, demand or claim, and pay any reasonable attorney’s fees incurrent by IOU or CPUC in defense of such a suit.
Infringement Protection. 5.1 If the Program is, or in the University’s opinion is likely to become, the subject of a claim, suit, or proceeding of infringement, the University may: (1) procure, at no cost to the Licensee, the right to continue use of the Program; or (2) replace or modify the Program, at no cost to the Licensee, to make it non-infringing; or (3) if the right to continue use of the Program cannot be procured for the Licensee on a reasonable basis, or if the Program cannot be replaced or modified to make it non-infringing, terminate the use of the Program and grant the Licensee a refund, on a prorated basis, of any funds received by the University from the Licensee for licensing rights not yet provided.
