Common use of Intellectual Property Claims Clause in Contracts

Intellectual Property Claims. Sun will indemnify GSP for its reasonable expenses and will defend or settle at Sun's option and expense any legal proceeding brought against GSP, to the extent that it is based on a claim that Products infringe a trade secret, a trademark, a mask work, a copyright or a patent Sun will pay all damages and costs awarded by the court of which finally determines the case or are incurred in the settlement thereof, provided that GSP: (a) gives written notice of the claim promptly to Sun; (b) gives Sun sole control of the defense and settlement of the claim; (c) provides to Sun all available information and assistance; and (c) has not compromised or settled such claim. If any Products or Materials are found to infringe, or in Sun's opinion are likely to be found to infringe, Sun may elect to: (a) obtain for GSP the right to use such Products and/or Materials; (b) replace or modify such Products and/or Materials so that they become non-infringing, or if neither of these alternatives is reasonably available, (c) remove such Products and/or Materials and refund GSP's net book value for these Products and/or Materials. Sun has no obligation under this Section 10 for any claim which results from: (a) use of Products and/or Materials in combination with any equipment, software or data not provided by Sun; (b) Sun's compliance with designs or specifications of GSP; (c) modification of Products and/or Materials; or (d) use of an allegedly infringing version of any Products and/or Materials, if the alleged infringement could be avoided by the use of a different version made available to GSP. THIS SECTION 10 STATES THE ENTIRE LIABILITY OF SUN AND EXCLUSIVE REMEDIES OF GSP FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. Sun will indemnify GSP Partner for its reasonable expenses and will defend or settle at Sun's ’s option and expense any legal proceeding brought against GSPPartner, to the extent that it is based on a claim that Products infringe a trade secret, a trademark, a mask work, a copyright or a patent patent. Sun will pay all damages and costs awarded by the court of which finally determines the case or are incurred in the settlement thereof, provided that GSPPartner: (a) gives written notice of the claim promptly to Sun; (b) gives Sun sole control of the defense and settlement of the claim; (c) provides to Sun all available information and assistance; and (cd) has not compromised or settled such claim. If any Products or Materials are found to infringe, or in Sun's ’s opinion are likely to be found to infringe, Sun may elect to: (a) obtain for GSP Partner the right to use such Products and/or Materials; (b) replace or modify such Products and/or Materials so that they become non-infringing, ; or if neither of these alternatives is reasonably available, (c) remove such Products and/or Materials and refund GSP's Partner’s net book value for these Products and/or Materials. Sun has no obligation under this Section 10 for any claim which results from: (a) use of Products and/or Materials in combination with any equipment, software or data not provided by Sun; (b) Sun's ’s compliance with designs or specifications of GSPPartner; (c) modification of Products and/or Materials; or (d) use of an allegedly infringing version of any Products and/or Materials, if the alleged infringement could be avoided by the use of a different version made available to GSPPartner. THIS SECTION 10 STATES THE ENTIRE LIABILITY OF SUN AND EXCLUSIVE REMEDIES OF GSP Partner FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. Sun will indemnify GSP for its reasonable expenses and will defend or settle at Sun's its option and expense any legal proceeding brought against GSPCustomer, to the extent that it is based on a claim that Products the use of the replacement parts, software updates, maintenance releases, patches and/or SunSolve knowledge database (“Materials”) provided to Customer by Sun infringe a trade secret, a copyright, trademark, a mask work, a copyright or a patent U.S. patent. Sun will pay all damages and costs awarded by the a court of which finally determines the case or are incurred in the settlement thereoffinal appeal attributable to such claim, provided that GSPCustomer: (ai) gives written notice of the claim promptly to Sun; (bii) gives Sun sole control of the defense and settlement of the claim; (ciii) provides to Sun all available information and assistance; and (civ) has not compromised or settled such claim. If any Products or Materials are found to infringe, or in Sun's opinion are likely to be found to infringe, Sun may elect towill: (ai) obtain for GSP Customer the right to use such Products and/or Materials; (bii) replace or modify such Products and/or Materials so that they become non-infringing, ; or if neither of these alternatives is reasonably available, (ciii) remove such Products and/or Materials and refund GSP's Customer’s net book value for these Products and/or Materials. Sun has no obligation under this Section 10 11 for any claim which results from: (ai) use of Products and/or Materials in combination with any equipment, software or data not provided by Sun; (bii) Sun's ’s compliance with designs or specifications of GSPCustomer; (ciii) modification of Products and/or MaterialsMaterials other than at Sun’s directions; or (div) use of an allegedly infringing version of any Products and/or Materials, if the alleged infringement could be avoided by the use of a different version made available to GSPCustomer. THIS SECTION 10 11 STATES THE ENTIRE LIABILITY OF SUN AND THE EXCLUSIVE REMEDIES OF GSP CUSTOMER FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. Sun will indemnify GSP for its reasonable expenses and will defend or settle at Sun's its option and expense any legal proceeding brought against GSPReseller, to the extent that it is based on a claim that Products the use of the replacement parts, software updates, product releases, new releases, maintenance releases, patches and/or SunSolve knowledge database (“Materials”) provided to Reseller by Sun infringe a trade secret, a trademark, a mask work, a copyright or a patent U.S. patent. Sun will pay all damages and costs awarded by the a court of which finally determines the case or are incurred in the settlement thereoffinal appeal attributable to such claim, provided that GSPReseller: (ai) gives written notice of the claim promptly to Sun; (bii) gives Sun sole control of the defense and settlement of the claim; (ciii) provides to Sun all available information and assistance; and (civ) has not compromised or settled such claim. If any Products or Materials are found to infringe, or in Sun's opinion are likely to be found to infringe, Sun may elect towill: (ai) obtain for GSP Reseller the right to use such Products and/or Materials; (bii) replace or modify such Products and/or Materials so that they become non-infringing, ; or if neither of these alternatives is reasonably available, (ciii) remove such Products and/or Materials and refund GSP's Reseller’s net book value for these Products and/or Materials. Sun has no obligation under this Section 10 7 for any claim which results from: (ai) use of Products and/or Materials in combination with any equipment, software or data not provided by Sun; (bii) Sun's ’s compliance with designs or specifications of GSPReseller; (ciii) modification of Products and/or MaterialsMaterials other than at Sun’s directions; or (div) use of an allegedly infringing version of any Products and/or Materials, if the alleged infringement could be avoided by the use of a different version made available to GSPReseller. THIS SECTION 10 7 STATES THE ENTIRE LIABILITY OF SUN AND THE EXCLUSIVE REMEDIES OF GSP RESELLER FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. Sun will indemnify GSP for its reasonable expenses and will defend or settle at Sun's its option and expense any legal proceeding brought against GSPCustomer, to the extent that it is based on a claim that Products the use of Product (or the use of the replacement parts, enhancements, maintenance releases, and patches ("Materials") provided to Customer by Sun) directly infringe a trade secret[*], a trademark, a mask work, a copyright or a patent Sun and will pay all damages and costs awarded by the a court of which finally determines the case or are incurred in the settlement thereoffinal appeal attributable to such claim, provided that GSPCustomer: (a) gives written notice of the claim promptly to Sun; (b) gives Sun sole control of the defense and settlement of the claim; (c) provides to Sun all available information and assistance; and (cd) has not compromised or settled such claim. If any Products Product or Materials are found to infringe, or in Sun's opinion are likely to be found to infringe, Sun may elect to: (a) obtain for GSP Customer the right to use such Products Product and/or Materials; (b) replace or modify such Products Product and/or Materials so that they become non-infringing, ; or if neither of these alternatives is reasonably available, (c) remove such Products Product and/or Materials and refund GSPCustomer's net book value for these Products Product and/or Materials. Sun has no obligation under this Section 10 for any claim which results from: (a) use of Products Product and/or Materials in combination with any equipment, software or data not provided by Sun, provided such infringement claim would have been avoided had the Product not been used in combination with such equipment, software or data; (b) Sun's compliance with designs or specifications of GSPCustomer; (c) modification of Products Product and/or Materials; or (d) use of an allegedly infringing version of any Products Product and/or Materials, if the alleged infringement could be avoided by the use of a different version made available to GSPCustomer. THIS SECTION 10 STATES THE ENTIRE LIABILITY OF SUN AND EXCLUSIVE REMEDIES OF GSP CUSTOMER FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. Sun will indemnify GSP for its reasonable expenses and will defend or settle at Sun's its option and expense any legal proceeding brought against GSPService Provider, to the extent that it is based on a claim that Products (or the use of the replacement parts, enhancements, maintenance releases, and patches ("Materials") provided to Service Provider by Sun) directly infringe a trade secret, a trademark, a mask work, a copyright or a patent Sun U.S. or Canadian patent, and will pay all damages and costs awarded by the a court of which finally determines the case or are incurred in the settlement thereoffinal appeal attributable to such claim, provided that GSP: Service Provider (ai) gives written notice of the claim promptly to Sun; (bii) gives Sun sole control of the defense and settlement of the claim; (ciii) provides to Sun all available information and assistance; and (civ) has not compromised or settled such claim. If any Products or Materials are found to infringe, or in Sun's opinion are likely to be found to infringe, Sun may elect to: (ai) obtain for GSP Service Provider the right to use such Products and/or Materials; (bii) replace or modify such Products and/or Materials so that they become non-infringing, ; or if neither of these alternatives is reasonably available, (ciii) remove such Products and/or Materials and refund GSPService Provider's net book value for these Products and/or Materials. Sun has no obligation under this Section 10 for any claim which results from: (ai) use of Products and/or Materials in combination with any equipment, software or data not software or data not provided by Sun; (bii) Sun's compliance with designs or specifications of GSPService Provider; (ciii) modification of Products and/or Materials; or (div) use of an allegedly infringing version of any Products and/or Materials, if the alleged infringement could be avoided by the use of a different version made available to GSPService Provider. THIS SECTION 10 STATES THE ENTIRE LIABILITY OF SUN AND EXCLUSIVE EXCLUSIVELY REMEDIES OF GSP SERVICE PROVIDER FOR CLAIMS OF INFRINGEMENT.

Intellectual Property Claims. Sun will indemnify GSP for its reasonable expenses and will defend or settle at Sun's its option and expense any legal proceeding brought against GSPService Provider, to the extent that it is based on a claim that Products (or the use of the replacement parts, enhancements, maintenance releases, and patches ("Materials") provided to Service Provider by Sun) directly infringe a trade secret, a trademark, a mask work, a copyright or a patent Sun U.S. patent, and will pay all damages and costs awarded by the a court of which finally determines the case or are incurred in the settlement thereoffinal appeal attributable to such claim, provided that GSPService Provider: (ai) gives written notice of the claim promptly to Sun; (bii) gives Sun sole control of the defense and settlement of the claim; (ciii) provides to Sun all available information and assistance; and (civ) has not compromised or settled such claim. If any Products or Materials are found to infringe, or in Sun's opinion are likely to be found to infringe, Sun may elect to: (ai) obtain for GSP Service Provider the right to use such Products and/or Materials; (bii) replace or modify such Products and/or Materials so that they become non-infringing, ; or if neither of these alternatives is reasonably available, (ciii) remove such Products and/or Materials and refund GSPService Provider's net book value for these Products and/or Materials. Sun has no obligation under this Section 10 for any claim which results from: (ai) use of Products and/or Materials in combination with any equipment, software or data not provided by Sun; (bii) Sun's compliance with designs or specifications of GSP; Service Provider, (ciii) modification of Products and/or Materials; or (div) use of an allegedly infringing version of any Products and/or Materials, if the alleged infringement could be avoided by the use of a different version made available to GSPService Provider. THIS SECTION 10 STATES THE ENTIRE LIABILITY OF SUN AND EXCLUSIVE EXCLUSIVELY REMEDIES OF GSP SERVICE PROVIDER FOR CLAIMS OF INFRINGEMENT.