Intellectual Property and Indemnity. 11.1 All Intellectual Property Rights in any materials provided by UKRI to the Supplier for the purposes of this Contract shall remain the property of UKRI but UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use such materials as required until termination or expiry of the Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract.
11.2 The ownership of all Intellectual Property Rights in any materials created or developed by the Supplier pursuant to the Contract or arising as a result of the provision of the Goods and/or Services shall vest in UKRI. If, and to the extent, that the ownership of any Intellectual Property Rights in such materials vest in the Supplier by operation of law, the Supplier hereby assigns ownership of such Intellectual Property Rights to UKRI by way of a present assignment of future rights that shall take place immediately on the coming into existence of any such Intellectual Property Rights all its Intellectual Property Rights in such materials (with full title guarantee and free from all third party rights).
11.3 UKRI hereby grants the Supplier a royalty-free, non-exclusive and non-transferable licence to use any Intellectual Property Rights in the materials created or developed by the Supplier pursuant to the Contract and any Intellectual Property Rights arising as a result of the provision of the Goods and/or Services as required until termination or expiry of this Contract for the sole purpose of enabling the Supplier to perform its obligations under the Contract
11.4 Without prejudice to clause 11.2, the Supplier hereby grants UKRI a perpetual, royalty- free, irrevocable and non-exclusive licence (with a right to sub-license) to use any Intellectual Property Rights vested in or licensed to the Supplier on the date of the Contract or during the Term to the extent not falling within clause 11.2 including any modifications to or derivative versions of any such Intellectual Property Rights, which UKRI reasonably requires in order to exercise its rights and take the benefit of the Contract including the Goods and/or Services provided.
11.5 The Supplier shall indemnify, and keep indemnified, UKRI in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by UKRI as a result of or in connection with any...
Intellectual Property and Indemnity. 10.1 The Supplier grants the Customer a perpetual, royalty-free, irrevocable, non-exclusive licence (with the right to sub-licence) to use all intellectual property rights in the Goods or in any materials accompanying the Goods to the extent that it is necessary to fulfil its obligations under this Agreement.
10.2 The Supplier shall indemnify, and keep indemnified, the Customer in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the Customer as a result of or in connection with any claim made against the Customer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Goods, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff.
10.3 The Customer shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring the Customer to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. The Customer shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.
Intellectual Property and Indemnity. 8.1. Any information provided by Lapasar is subject to copyright trademark and other proprietary rights and shall not be reproduced, copied, disclosed, provided or resold in either its original form or in any form to any person (other than you). Lapasar grants you a non-exclusive, non-transferable license to print and download content on the services solely for your non-commercial use to facilitate interaction between Buyers and/or Sellers provided you maintain the copyright notice and any other notice that appears on any such copies.
8.2. Lapasar hereby agrees to defend, indemnify, and hold you harmless from any third party claims against you that a service infringes any intellectual proprietary rights of a third party ("IP Claim"), provided that you: ● you have used the services in accordance with its documentation and the Terms and Conditions of this Website; ● you have promptly notified Lapasar in writing of any such IP claim within fourteen (14) days of being aware of such a claim or potential claim; and ● you agree to fully cooperate with Lapasar in the investigation of the IP claim and allow Lapasar to control and direct, preparation, defence and settlement as it deems fit without any need for further consultation with you.
8.3. Following notice of an IP claim or any facts which may give rise to such IP claim, Lapsar may, at its sole discretion and at its option do the following but (save and except such IP claim would have been avoided by your non-combined or independent use of the services) ● procure for you the right to continue to use the services, ● replace the services, or ● modify the services to make it non-infringing. If Lapasar determines that it is not commercially reasonable to perform any of these alternatives, Lapasar shall have the option to terminate this Agreement.
8.4. Subject to the above, Lapasar shall pay any final award of damages assessed against you resulting from such IP claim, including any awarded costs and solicitors' fees, or any settlement amount agreed to by Lapasar in writing save that Lapasar will not be responsible for any settlement that Lapasar does not approve in writing prior to such settlement.
8.5. Notwithstanding anything else herein to the contrary, the foregoing states Lapasar’s entire liability and your sole and exclusive remedy for infringement of intellectual property rights or allegations thereof.
8.6. You agree to only submit Your Data and other information to a service if you have the right to reprodu...
Intellectual Property and Indemnity. 10.1 The Supplier grants the Council a perpetual, royalty-free, irrevocable, non-exclusive licence (with the right to sub-licence) to use all intellectual property rights in the Goods or in any materials accompanying the Goods to the extent that it is necessary to fulfil its obligations under this Agreement.
10.2 The Supplier shall indemnify, and keep indemnified, the Council in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the Council as a result of or in connection with any claim made against the Council for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Goods, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff.
10.3 The Council shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring the Council to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. The Council shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.
Intellectual Property and Indemnity. Consultant represents to City that, to the best of Consultant’s knowledge, any Intellectual Property (including but not limited to: patent, patent application, trade secret, copyright and any applications or right to apply for registration, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right) in connection with any services and/or products related to this Agreement does not violate or infringe upon any Intellectual Property rights of any other person or entity. To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, its officials, officers, employees, and agents, from any and all claims, demands, actions, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) arising out of a claim of infringement, actual or alleged, direct or contributory, of any Intellectual Property rights in any way related to Consultant’s performance under this Agreement or to the City’s authorized intended or actual use of Consultant’s product or service under this Agreement. This provision shall survive termination or expiration of this Agreement. If any product or service becomes, or in the Consultant’s opinion is likely to become, the subject of a claim of infringement, the Consultant shall, at its sole expense: (i) provide the City the right to continue using the product or service; or (ii) replace or modify the product or service so that it becomes non-infringing; or (iii) if none of the foregoing alternatives are possible even after Consultant’s commercially reasonable efforts, in addition to other available legal remedies, City will have the right to return the product or service and receive a full or partial refund of an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which may be due to the Consultant. City shall have the right to retrieve its data and proprietary information at no charge prior to any return of the product or termination of service.
Intellectual Property and Indemnity. 9.1 The Customer acknowledges that all Intellectual Property Rights in the Software and Documents (and as may be updated from time to time) belong and shall remain with the Supplier and the Customer shall have no rights, title, ownership or interest in or to any Intellectual Property Rights in the Software and Documents other than the right to use it in accordance with the terms of this Agreement.
9.2 The Supplier undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the proper use of the Software by Customer in accordance with this Agreement infringes the copyright of a third party (“Claim”) and shall be responsible for any damages awarded against the Customer or agreed upon in settlement by Supplier as a result of or in connection with any such Claim in accordance with the terms set out below. For the avoidance of doubt, this clause 9.2. shall not apply where the Claim in question is attributable to
9.2.1 use of the Software (or any part thereof) by the Customer other than in accordance with this Agreement;
9.2.2 use of the Software in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Software not so combined; or
9.2.3 unauthorised changes to the Software carried out by the Customer, or at the Customer's request.
9.3 If a Claim is made against the Customer, the Supplier's obligations under clause 9.2 are conditional on the Customer:
9.3.1 as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
9.3.2 not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);
9.3.3 permitting Supplier to control the defence and settlement of the Claim; and providing Supplier with reasonable information and assistance for the defence or settlement of the Claim; and
9.3.4 using all commercially reasonable efforts to mitigate any loss, damage or costs related to the Claim.
9.4 If any Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the Customer, the Supplier may at its sole option and expense:
9.4.1 procure for the Customer the right to continue using the Software (or any part thereof) in accordance with this Agreement;
9.4.2...
Intellectual Property and Indemnity. Any information provided by us is subject to copyright trademark and other proprietary rights and shall not be reproduced, copied, disclosed, provided or resold in either its original form or in any form to any person (other than You). We grant You a non- exclusive, non-transferable license to print and download content on the SERVICES solely for Your non-commercial use to facilitate interaction between BUYERS and/or SELLERS provided You maintain the copyright notice and any other notices that appear on any such copies.
Intellectual Property and Indemnity. 9.1 The Client warrants that:
a) it possesses all the rights and licenses and has obtained all clearances necessary to enable NENT GROUP to broadcast the advertisement without NENT GROUP incurring any costs resulting from such broadcast;
b) it has paid for all necessary clearances and licenses, including, but not limited to, any music and copyright clearances;
Intellectual Property and Indemnity. 10.1 The Customer shall indemnify the Supplier against all actions, costs (including the cost of defending any legal proceedings), claims, proceedings, accounts and damages in respect of any infringement or alleged infringement of any patent, registered design, unregistered design, design right, copyright, trademark or other industrial or intellectual property rights resulting from compliance by the Supplier with the Customer’s instructions, whether express or implied.
10.2 The Customer agrees upon demand to indemnify the Supplier against all losses, damages, injury, costs and expenses of whatever nature suffered by the Supplier to the extent that the same are caused by or related to:
10.2.1 designs, drawings or specifications given to the Supplier by the Customer in respect of the Goods:
10.2.2 defective materials or products supplied by the Customer to the Supplier; or
10.2.3 the improper incorporation, assembly, use, processing, storage or handling of Goods by the Customer.
10.3 The Customer shall promptly notify the Supplier of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring the Customer to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. The Customer shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.
Intellectual Property and Indemnity. 10.1 The Provider grants the Authority a perpetual, royalty-free, irrevocable, non-exclusive licence (with the right to sub-licence) to use all intellectual property rights in the Goods or in any materials accompanying the Goods to the extent that it is necessary to fulfil its obligations under this Agreement.
10.2 The Provider shall indemnify, and keep indemnified, the Authority in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the Authority as a result of or in connection with any claim made against the Authority for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Goods, to the extent that the claim is attributable to the acts or omission of the Provider, its employees, agents or sub-contractors.
10.3 The Authority shall promptly notify the Provider of any infringement claim made against it relating to any Goods and, subject to any statutory obligation requiring the Authority to respond, shall permit the Provider to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. The Authority shall give the Provider such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.
