Intellectual Property Defense. The Contractor shall, at its own expense, defend, indemnify and hold harmless the State with respect to any claims that the goods and/or services furnished under this Agreement violates any third party intellectual property rights including, but not limited to, patents, copyrights, trademarks and trade secrets
Intellectual Property Defense. Seller at its own expense will defend and hold Customer harmless from and against all damages, costs and expenses arising from any infringement or misappropriation of any patent, trademark, registered design or other intellectual property rights caused by Products originally manufactured by Seller, provided such claim does not result from Customer’s designs, drawings, samples, specifications or instructions regarding the Products, modification of such Products following shipment by Seller, or combination, operation or use of the Products with devices, products, parts, or software not supplied or manufactured by the Seller; Customer gives Seller immediate notice in writing of any claim or institution or threat of suit; and Customer permits Seller to defend or settle the same, and gives all immediate information, assistance and authority to enable Seller to do so. Customer will defend and hold Seller harmless from and against all damages, costs and expenses whatsoever arising from any claim for infringement or misappropriation of intellectual property rights relating to Seller’s compliance with any designs, drawings, samples, specifications or instructions regarding the Products provided by Customer; the modification of the Products following shipment by Seller; or the combination, operation or use of the Products with devices, products, parts, or software not supplied or manufactured by the Seller.
Intellectual Property Defense. Each Loan Party will, at its own expense, take all commercially reasonable actions deemed necessary in its reasonable business judgment to defend any Intellectual Property against claims or challenges, whether threatened or filed in any court or any authority with competent jurisdiction, to the validity, enforceability, use, maintenance, ownership or assignment of, or which may limit the scope of any Loan Party’s rights in, any Intellectual Property which has a material effect on any Loan Party’s business or royalty revenue, including but not limited to, any opposition or cancellation proceedings commenced at the U.S. Trademark Trial and Appeal Board, interferences invoked at the U.S. Board of Patent Appeals and Interferences, any post-grant patent proceedings commenced at the U.S. Patent Trial and Appeal Board, or any proceedings commenced under ICANN’s Uniform Domain-Name Dispute Resolution Policy.
Intellectual Property Defense. Seller agrees that the intellectual property indemnification provision contained in Section 19 of the MSA applies and is incorporated herein by reference with respect to any intellectual property that may be contained in or associated with any of the Assets.
Intellectual Property Defense. This indemnification shall extend to the work product or any tangible or intangible items delivered to County under the Contract that may be the subject of protection under any state or federal intellectual property law or doctrine, including any claim that the County's use thereof infringes any patent, copyright, trade secret, trade mark, or other proprietary right of any third party. Consultant shall have no affirmative duty to defend any party for claims for professional liability.
Intellectual Property Defense. (i) In the event a third party commences an action against Banner for Intellectual Property infringement, or threatens to do so, for activities pertaining to the making, using, or selling of Product(s) and not primarily pertaining to the Generally Applicable Technology, Banner shall advise JDS as to the facts and circumstances surrounding the action. Banner shall defend said action if Banner determines it is legally advisable and commercially reasonable to do so (taking into account the likelihood of success and relative cost/benefits). However, should Banner decide not to defend said action, JDS may request Banner to undertake such defense using counsel of Banner’s choice (after conferring with JDS) at JDS’s expense, and in this case, JDS shall pay all damages awarded as a result of the action directly relating to the Products as well as expenses reasonably incurred by Banner in maintaining such action, for example, reasonable internal personnel costs; provided, however, that JDS shall have a right to reimburse itself and deduct such damages and expenses from the Royalty Payments otherwise due to Banner under Section 4.1(e). In the event a third party commences an action against Banner for Intellectual Property infringement, or threatens to do so, for activities pertaining to the making, using, or selling of Product(s) but primarily pertaining to the Generally Applicable Technology, Banner shall advise JDS as to the facts and circumstances surrounding the action, and the parties shall discuss and negotiate in good faith the allocation between them of costs and expenses of any such defense and/or counterclaim. Banner and JDS shall confer regarding strategy for any defense maintained under this Section 12.4(c) but Banner shall be solely responsible for the management and control of such action.
(ii) Except as set forth in Section 12.4(c)(i), the costs and expenses of any such defense and/or counterclaim by Banner (including reasonable fees and expenses of attorneys and other third parties) shall be shared equally by the parties and paid in the same manner as Intellectual Property enforcement expenses pursuant to Section 12.4(a)(ii).
(iii) Each party shall execute all necessary and proper documents and take such actions as shall be reasonably requested by the other to defend said action, including being named as a co-plaintiff in the action and/or any counterclaim if warranted, in accordance with the terms of this Section.
(iv) Except as provided in Section ...
Intellectual Property Defense. 14.1 EMS's Indemnification. EMS agrees to indemnify HP against al attorney fees, costs, and settlement costs assessed against HP as a result of a final judgment of a court of competent jurisdiction holding that any Product sold or Service provided by EMS to HP hereunder infringes a mask work, patent or copyright or misappropriates a trade secret of a third party in any country in which EMS sells or provides similar products or services; provided that HP:
14.1.1 promptly notifies EMS in writing, of the charge of infringement or misappropriation; and
14.1.2 allows EMS to control and cooperates with EMS in the defense and any related settlement action; and upon the written request of EMS:
(a) allows EMS to modify or replace the HP Product to make it non-infringing or remove any misappropriated trade secret, or
(b) returns the HP Product to EMS for a credit equal to HP's purchase price for the HP Product, provided HP has followed generally accepted accounting principles. In no event will HP be required to recall the HP product from HP customers.
14.1.3 EMS has no obligation regarding any claim of infringement to the extent such claim is based on any of the following:
(a) HP's modification of a HP Product;
(b) the combination operation or use of a HP Product with any product, data, or apparatus that EMS did not provide;
(c) infringement by a non-EMS product alone, as opposed to its combination as part of a system of Products that EMS provides; or
(d) EMS's manufacture or modification of a Product in compliance with HP's Requirements.
Intellectual Property Defense. Licensee will pay all of the costs associated with defending the Intellectual Property Rights of Licensee in the Technology.
Intellectual Property Defense. Subject to the limitations contained in Section 13 below, Seller shall defend any suits brought against Buyer based on a claim that use of the Goods manufactured by Seller constitutes an infringement of a valid United States patent. The foregoing shall apply provided Xxxxx promptly notifies Seller in writing of the filing of such suit or the threat thereof, Buyer permits Seller to control the defense or compromise of such claim of infringement, and Xxxxx provides Seller, at Seller’s expense, with all reasonable assistance and cooperation requested by Seller for the defense of such suit. In the event that only the Goods manufactured by Seller are held to be infringing in such suit and the use of such Goods is enjoined, Seller shall, at its sole option and expense:
(a) provide Buyer with a commercially reasonable alternative, including but not limited to, procuring for Buyer the right to continue using the Goods, replacing the Goods with a non-infringing product, or modifying the Goods to become non-infringing; or (b) provide Buyer with a refund equal to the purchase price of the Goods depreciated on straight-line basis over a five-year period beginning from the date of shipment of the Goods. Seller shall not be liable in any manner for any claim of infringement or misappropriation of any intellectual property rights brought by or against Buyer more than five years from the date of shipment of the affected Goods, or which results from the design and/or modification of the Goods or any part thereof by a party other than Seller, or which arises from the use of the Goods or any part thereof in combination with items not manufactured and supplied by Seller. The terms of this Section 12 represent Xxxxx’s sole and exclusive remedy for any third party intellectual property based claims against Xxxxx.
Intellectual Property Defense
