Common use of Intellectual Property Claims Clause in Contracts

Intellectual Property Claims. Subject to Section 10 herein, XXXXX will indemnify and hold you harmless against any damages resulting from use of the PROGRAM finally awarded against you pursuant to a judicial proceeding, to the extent such proceeding is based upon an infringement of any valid U.S. or Canadian patent issued prior to the date you receive the PROGRAM from SIMBA, or any valid U.S. or Canadian copyright by the PROGRAM, provided that you: (i) give written notice of the claim promptly and within thirty (30) days to SIMBA; (ii) give SIMBA sole control of the defense and settlement of the claim; (iii) provide to SIMBA all available information and assistance; and (iv) have not compromised or settled such claim. If the PROGRAM is found to infringe or in XXXXX's opinion is likely to infringe, SIMBA may at its sole discretion elect to: (i) obtain for you the right to use the PROGRAM; (ii) replace or modify the PROGRAM so that it is non-infringing; or (iii) remove the PROGRAM and refund to you your net book value for the PROGRAM. SIMBA will have no obligation under this Section 9 for any claims which result from: (i) use of the PROGRAM in combination with any non-SIMBA provided software (including any portion of the PROGRAM not authored by XXXXX); (ii) SIMBA's compliance with your designs or specifications; (iii) modification of the PROGRAM by you or anyone other than SIMBA; or (iv) use of an allegedly infringing version of the PROGRAM, if the alleged infringement could be avoided by the use of a different version made available to you by XXXXX. This Section 11 sets forth the entire liability of SIMBA and your exclusive remedies for claims of infringement involving the PROGRAM.

Intellectual Property Claims. Subject to Section 10 herein, XXXXX will indemnify and hold you harmless against any damages resulting from use of the PROGRAM finally awarded against you pursuant to a judicial proceeding, to the extent such proceeding is based upon an infringement of any valid U.S. or Canadian patent issued prior to the date you receive the PROGRAM from SIMBA, or any valid U.S. or Canadian copyright by the PROGRAM, provided that you: (i) give written notice of the claim promptly and within thirty (30) days to SIMBA; (ii) give SIMBA sole control of the defense and settlement of the claim; (iii) provide to SIMBA all available information and assistance; and (iv) have not compromised or settled such claim. If the PROGRAM is found to infringe or in XXXXX's opinion is likely to infringe, SIMBA may at its sole discretion elect to: (i) obtain for you the right to use the PROGRAM; (ii) replace or modify the PROGRAM so that it is non-infringing; or (iii) remove the PROGRAM and refund to you your net book value for the PROGRAM. SIMBA will have no obligation under this Section 9 for any claims which result from: (i) use of the PROGRAM in combination with any non-SIMBA provided software (including any portion of the PROGRAM not authored by XXXXX); (ii) SIMBA's compliance with your designs or specifications; (iii) modification of the PROGRAM by you or anyone other than SIMBA; or (iv) use of an allegedly infringing version of the PROGRAM, if the alleged infringement could be avoided by the use of a different version made available to you by XXXXXSIMBA. This Section 11 sets forth the entire liability of SIMBA and your exclusive remedies for claims of infringement involving the PROGRAM.

Intellectual Property Claims. Subject to Section 10 hereinhereof, XXXXX Simba will indemnify and hold you harmless against any damages resulting from use of the PROGRAM Program finally awarded against you pursuant to a judicial proceeding, to the extent such proceeding is based upon an infringement of any valid U.S. or Canadian patent issued prior to the date you receive the PROGRAM Program from SIMBASimba, or any valid U.S. or Canadian copyright by the PROGRAMProgram, provided that you: (i) promptly give written notice of the claim promptly and within thirty (30) days to SIMBASimba; (ii) give SIMBA Simba sole control of the defense and settlement of the claim; (iii) provide to SIMBA Simba all available information and assistance; and (iv) have not compromised or settled such claim. If the PROGRAM Program is found to infringe or in XXXXX's Simba’s opinion is likely to infringe, SIMBA Simba may at its sole discretion elect to: (i) obtain for you the right to use the PROGRAMProgram; (ii) replace or modify the PROGRAM Program so that it is non-infringingnon-­‐infringing; or (iii) remove the PROGRAM Program and refund fees paid by you to you your net book value Simba for the PROGRAMProgram. SIMBA Simba will have no obligation under this Section 9 11 for any claims which result from: (i) use of the PROGRAM Program in combination with any non-SIMBA non-­‐Simba provided software (including any portion of the PROGRAM Program not authored by XXXXXSimba); (ii) SIMBA's Simba’s compliance with your designs or specifications; (iii) modification of the PROGRAM Program by you or anyone other than SIMBASimba; or (iv) use of an allegedly infringing version of the PROGRAMProgram, if the alleged infringement could be avoided by the use of a different version made available to you by XXXXXSimba. This Section 11 sets forth the entire liability of SIMBA Simba and your exclusive remedies for claims of infringement involving the PROGRAMProgram.

Intellectual Property Claims. Subject to Section 10 herein, XXXXX SIMBA will indemnify and hold you harmless against any damages resulting from use of the PROGRAM finally awarded against you pursuant to a judicial proceeding, to the extent such proceeding is based upon an infringement of any valid U.S. or Canadian patent issued prior to the date you receive the PROGRAM from SIMBA, or any valid U.S. or Canadian copyright by the PROGRAM, provided that you: (i) give written notice of the claim promptly and within thirty (30) days to SIMBA; (ii) give SIMBA sole control of the defense and settlement of the claim; (iii) provide to SIMBA all available information and assistance; and (iv) have not compromised or settled such claim. If the PROGRAM is found to infringe or in XXXXXSIMBA's opinion is likely to infringe, SIMBA may at its sole discretion elect to: (i) obtain for you the right to use the PROGRAM; (ii) replace or modify the PROGRAM so that it is non-infringing; or (iii) remove the PROGRAM and refund to you your net book value for the PROGRAM. SIMBA will have no obligation under this Section 9 for any claims which result from: (i) use of the PROGRAM in combination with any non-SIMBA provided software (including any portion of the PROGRAM not authored by XXXXXSIMBA); (ii) SIMBA's compliance with your designs or specifications; (iii) modification of the PROGRAM by you or anyone other than SIMBA; or (iv) use of an allegedly infringing version of the PROGRAM, if the alleged infringement could be avoided by the use of a different version made available to you by XXXXXSIMBA. This Section 11 sets forth the entire liability of SIMBA and your exclusive remedies for claims of infringement involving the PROGRAM.