INTELLECTUAL PROPERTY AND INDEMNIFICATION. Speaker represents that copies of materials Speaker provides to attendees at the Event will be made only from legal copies and that Speaker either (a) owns the copyright, (b) has written permission of the copyright owner(s) for this use, (c) reasonably believes this use of each copyrighted work to be fair use or in the public domain. Copyright notices and attributions for each copyrighted work will be included on all such materials. Speaker shall release, indemnify, defend and hold the University and its regents, faculty members, students, employees, agents and contractors harmless from actions, suits, claims, negligent losses, costs, judgments and expenses, including reasonable attorneys' and investigative fees, arising out of the Event (“Damages”). The foregoing agreement to release, defend, indemnify and hold harmless will not apply to the extent such Damages, were caused by the intentional, willful, or wanton acts of University.
INTELLECTUAL PROPERTY AND INDEMNIFICATION. Each party shall indemnify and defend the other party against any and all claims, suits, losses, expenses, and liabilities, for bodily injury, personal injury, death, and property damage asserted or brought or asserted by any person or entity arising out of the design, installation or use of any Product(s) manufactured by SANMINA-SCI. Both parties shall carry and maintain liability insurance coverage to satisfactorily cover its obligations under this Agreement. SSI agrees to defend at its expense any suit brought against SANMINA-SCI based upon a claim that the SSI design used by SANMINA-SCI to manufacture the Product(s) under this Agreement infringes on a 12 patent, copyright, trade secret and other proprietary right, foreign or domestic, and to pay the amount of any settlement or the costs (including attorney fees and expenses) and damages finally awarded provided that SANMINA-SCI promptly notifies SSI and provides SSI with reasonable assistance in the defense of any such action. SANMINA-SCI, at its own expense, shall indemnify and defend SSI, and shall pay any damages, agreed upon settlement amounts, or necessary costs (including attorney fees and expenses) finally awarded with respect to all proceedings or claims against SANMINA-SCI for the infringement of any Intellectual Property Rights resulting from SANMINA-SCI's manufacture and assembly processes where such use necessarily and solely causes the infringement. SANMINA-SCI shall not have any liability hereunder based on (1) required compliance by SANMINA-SCI with Specifications originating or furnished by SSI (or the combination of the Product Units with other apparatus not included in the deliveries to SSI), if such compliance (or combination) necessarily and solely gives rise to such proceedings or claims; (2) infringement or alleged infringement caused solely by SSI Components; (3) SSI's failure to provide prompt notice to SANMINA-SCI of any such proceeding or claim and copies of all communications, notices, and/or other actions relating to such claim; or (4) infringement resulting from modifications or alterations made after shipment by SANMINA-SCI. Except for Infringement, either party's maximum liability under, arising from, or in connection with this Agreement, whether arising in contract, tort, or any other legal theory, shall be limited to the price paid for the Product(s) giving rise to the claim. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR ANY LOST PROFI...
INTELLECTUAL PROPERTY AND INDEMNIFICATION. All intellectual and industrial property rights, in any form whatsoever, in respect of goods that are made available to the Other Party by RWE for the benefit of the execution of the Agreement, including software and systems of RWE supplied by third parties, are exclusively vested in RWE, unless expressly indicated otherwise. All intellectual and industrial rights, in any form whatsoever, that arise due to or as a result of the execution of the Agreement by the Other Party are vested in or belong to RWE. Data carriers that the aforementioned rights are related to belong to RWE. Where applicable the rights as intended in article 14.2 are in pursuance of these Purchase Terms and Conditions transferred to RWE by the Other Party. After the occurrence of the said rights the relevant transfer is hereby already accepted by RWE. To the extent that the transfer of these kinds of rights requires a further deed the Other Party shall on demand of RWE lend its cooperation in the transfer of these kinds of rights, without being able to impose any conditions in connection therewith. The Other Party is held to use the material made available by RWE in such manner that a violation of any intellectual property right vested on the said material is out of the question. The Other Party is held to xxxx the said material as recognisable property of RWE. The Other Party warrants that the use, including the resale, of (parts of) the Goods delivered by and the Services supplied by the same or of the Tools sold or manufactured by the same for the benefit of RWE do not infringe any intellectual and industrial property right of third parties and that the use thereof is neither otherwise unlawful vis-à-vis third parties in any country. If the use by RWE as intended in article 14.5 infringes or threatens to infringe an intellectual or industrial property right of third parties, or any other right of third parties, then the Other Party shall:
INTELLECTUAL PROPERTY AND INDEMNIFICATION. 10.1 IBM agrees to indemnify Customer against damages assessed against Customer as a result of a final judgment of a court of competent jurisdiction holding that any Product sold or Service provided by IBM to Customer hereunder infringes a patent or copyright of a third party in any country in which IBM sells or provides similar products or services, up to the amount paid by Customer for Products or Services provided hereunder; PROVIDED THAT Customer (1) promptly notifies IBM, in writing, of the charge of infringement; or (2) allows IBM to control and cooperates with IBM in the defense and any related settlement action; and
INTELLECTUAL PROPERTY AND INDEMNIFICATION. To the extent that costs are related to the establishment of an intellectual and/or industrial property right the said costs shall be at the expense of RWE. The Other Party hereby irrevocably authorises
INTELLECTUAL PROPERTY AND INDEMNIFICATION. 9.1 Company warrants and represents to EMPLUS that Company has the unencumbered legal right to grant the worldwide, non-exclusive, royalty free licenses for trademark, trade names and/or marks provided for EMPLUS’ use or sublicensing for the purpose under this Agreement.
9.2 Company shall indemnify, defend, and hold EMPLUS and its directors, officers, directors, officers, employees, and agents harmless from and against any and all claims, demands, or causes of actions and any losses, expenses, and damages resulting therefrom (including court costs and reasonable attorney fees) based on a claim against EMPLUS:
(1) relating to any claim alleging that Products infringe any third-party patent, copyright, trademark, service mark, or other intellectual property right and such infringement arises out of a component, software, or other asset provided by parties other than EMPLUS (including Company provided firmware) or a component or design element included in the Specification at Company’s request;
INTELLECTUAL PROPERTY AND INDEMNIFICATION. 16.1 All intellectual property rights relating to Standard Software, Bespoke Software and Fellowmind’s Services, equipment, training materials, or other materials (such as analyses, designs, documentation, reports, proposals, as well as preparatory materials thereof) and websites (including its/their content) are vested exclusively in Fellowmind and/or the Third Parties.
16.2 Fellowmind indemnifies the Customer against any legal claim by a Third Party based on the allegation that Fellowmind's Bespoke Software or Services infringe any intellectual property right applicable in the Netherlands, provided that the Customer: (a) promptly notifies Fellowmind in writing of the existence and substance of the legal claim; and (b) leaves the handling of the matter, including making any settlements, entirely to Fellowmind. To this end, the Customer shall provide Fellowmind with any powers of attorney, information and cooperation that it needs it to put forward a defense, if necessary on behalf of the Customer, against such legal claims. This obligation to indemnify shall lapse if the alleged infringement relates to changes that the Customer has made to Fellowmind's Bespoke Software or Services, or has allowed a Third Party to do so. If it is irrevocably established at law that Fellowmind's Bespoke Software or Services infringe any intellectual property right belonging to a Third Party, or if Fellowmind is of the opinion that there is a reasonable chance that such an infringement will occur, Fellowmind will ensure, as far as possible, that the Customer can continue to use the product or functionally equivalent Bespoke Software or Services delivered by Fellowmind without disruption, e.g. by altering the infringing parts or by acquiring a right of use for the Customer. If Fellowmind is of the opinion that it cannot ensure that the Customer can continue to use the delivered product without disruption, or cannot ensure this other than in a manner that is unreasonably onerous (financially or otherwise), it will take back the delivered product in exchange for crediting the acquisition costs less a reasonable user fee. Fellowmind will only decide on this after consulting with the Customer. Fellowmind does not accept any other or further liability or indemnification obligation due to any infringement of Third Party intellectual property rights.
16.3 The Customer realizes that Third Parties make their own Standard Software available to it through Fellowmind, and that Fellowmind...
INTELLECTUAL PROPERTY AND INDEMNIFICATION. 17.1 Each of the Parties retain all right, title and interest in and to their respective trade secrets, inventions, copyrights, and other Intellectual Property. Any Intellectual Property developed by the Supplier during the performance of the Managed Services shall belong to the Supplier unless the Supplier has agreed with the Customer in advance and in writing that the Customer shall have an interest in the Intellectual Property.
17.2 Subject to the terms of clause 12.3 above, the Supplier grants to the Customer a non- transferrable, non-exclusive, royalty free licence to use the Application Frameworks which forms part of the Managed Services.
17.3 The Supplier shall indemnify and defend the Customer from and against any legal claim by a third party arising out of the provision of the Managed Services by the Supplier provided that the Customer:
17.3.1 gives the Supplier prompt written notice of such claim;
17.3.2 grants the Supplier control of the defence to any such claim or allegation and settlement thereof; and
17.3.3 gives the Supplier reasonable assistance in the conduct of the defence of such claim or allegation.
17.4 The indemnity set out in this clause 17 shall not apply in relation to any infringement which results from the Customer’s:
17.4.1 alleged negligence, breach of law;
17.4.2 failure to meet the security obligations required by this Managed Services Agreement;
17.4.3 breach of the Customer’s agreement with its own customers or end users;
17.4.4 breach of Section 14; 17.4.5 use of the Managed Services in combination with other equipment not supplied or recommended by the Supplier; or
INTELLECTUAL PROPERTY AND INDEMNIFICATION. 9.1 [***] IBM has no obligation hereunder unless Customer (1) promptly notifies IBM, in writing, of the charge of infringement; (2) allows IBM to control and cooperates with IBM, at IBM’s expense, in the defense and any related settlement activities; and (3) upon the written request of IBM either: (a) allows IBM to modify or replace the Product, or (b) returns the Product to IBM for a credit equal to the purchase price paid by Customer to IBM for the Product. If such a claim is made or appears likely to be made [***] Customer agrees that IBM may, in IBM’s sole discretion: [***]
INTELLECTUAL PROPERTY AND INDEMNIFICATION. Member represents and warrants that Member is the owner or licensee of all Member Marks and any other intellectual property rights granted to CompTIA in conjunction with Membership, and has the right to convey the rights and perform its obligations set forth in this Agreement. Member hereby agrees to indemnify, defend and hold harmless CompTIA, including, without limitation its officers, directors, employees and agents, from and against any and all claims that may be brought relating to the use by CompTIA of such intellectual property in connection with the Event and all loss, liability, damage or expense (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) which may result therefrom.
