Intellectual Property Indemnities. 6.1 Excluding any open source software, BT will defend, indemnify and hold Customer harmless against all claims and proceedings arising from alleged infringement of any third party’s intellectual property rights by reason of BT’s provision of the Service. As a condition of this indemnity, Customer must: (a) notify BT promptly in writing of any allegation of infringement; (b) make no admission relating to the infringement; (c) allow BT to conduct all negotiations and proceedings and give BT all reasonable assistance in doing so (BT will pay Customer’s reasonable out-of- pocket expenses for such assistance); and (d) allow BT to modify or replace the Service or equipment, or any item provided as part of the Service, so as to avoid the infringement, provided that the modification or replacement does not materially affect the performance of the Service.
6.2 If the Service becomes, or BT believes it is likely to become, the subject of an allegation or claim for infringement of any intellectual property rights as referred to in Section 6.1, BT, at its option and expense, may secure for Customer a right of continued use or modify or replace the Service, as set forth in Section 6.1(d) above, so that it is no longer infringing. If neither of those remedies is available to BT on reasonable terms, BT may so notify Customer and terminate such infringing Service without penalty to either Party.
6.3 Without prejudice to the provisions of the applicable law, the indemnity and remedies in Sections 6.1 and 6.2 are the exclusive remedies for claims of infringement and do not apply to claims for infringements related to Customer’s or Authorised User’s Content in connection with the Service, the use of the Service in conjunction with other equipment, software or services not supplied by BT or to infringements occasioned by work done by BT in accordance with directions or specifications given by Customer or designs made by, or on behalf of, Customer, including any part of the Service designed to Customer’s specifications. Customer will indemnify and hold BT harmless against all claims, proceedings and expenses arising from such infringements and will immediately cease any activity which gives rise to the alleged infringement. Customer’s indemnity obligations shall be subject to conditions equivalent to those applicable to BT’s obligations, as set forth in Section 6.1 above.
6.4 BT may offer updates or modifications to the Software or documentation. Any applicable charges for su...
Intellectual Property Indemnities. 11.1 The Customer shall defend, indemnify and hold harmless Xxxxxxxx against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) Xxxxxxxx provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
(c) the Customer is given sole authority to defend or settle the claim.
11.2 Xxxxxxxx shall defend, indemnify and hold harmless the Customer, claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) Xxxxxxxx is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to Xxxxxxxx in the defence and settlement of such claim, at Xxxxxxxx'x expense; and
(c) Xxxxxxxx is given sole authority to defend or settle the claim.
11.3 In the defence or settlement of any claim, Xxxxxxxx may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
11.4 In no event shall Xxxxxxxx, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than Xxxxxxxx; or
(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Xxxxxxxx; or
(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Xxxxxxxx or any appropriate authority.
11.5 The foregoing states the Customer's sole and exclusive rights and remedies, and Xxxxxxxx'x (including Xxxxxxxx’x employees', agents' and sub-con...
Intellectual Property Indemnities. 12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suit, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM shall have sole control of the defence and any settlement thereof; (iii) LICENSEE shall not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon request, any information available to LICENSEE relating to the defence of such claim; (v) LICENSEE provides reasonable assistance to ARM in the defence of such claim; and (vi) ARM, at its option and expense, may; (a) obtain for LICENSEE the right to continue to use the ARM Technology; or (b) replace or modify the ARM Technology so that it becomes non-infringing, in which event LICENSEE shall cease use of the infringing ARM Technology. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.
12.2 ARM shall have no liability under Clause 12.1 for any infringement arising from; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process.
12.3 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property because of; (i) the combination of the ARM Technology with other products not supplied by A...
Intellectual Property Indemnities. Section 3.11(a)(iv) of the Disclosure Schedule contains a complete and accurate list of all Transferred Contracts whereby Seller or any of its direct or indirect subsidiaries has agreed to, or assumed, any obligation or duty to indemnify, reimburse, hold harmless, defend or otherwise assume or incur any obligation or liability with respect to the infringement or misappropriation of any Intellectual Property Rights other than indemnification obligations imposed under any license or support and maintenance agreements described in 3.11(a)(iii)(A) and 3.11(a)(iii)(B).
Intellectual Property Indemnities. To the extent permitted by law, SSN shall defend, indemnify and hold harmless the Customer Indemnitees from any and all ***. The terms of Section 15.2 shall apply to the Parties with respect to such third-party claim. SSN’s obligations under this Section 12.1 for any action shall apply to the extent that such action does not result from (i) the combination, operation or use of a Product with or in products or processes not provided or approved by SSN, provided, however, that SSN’s obligations under this Section 12.1 shall apply to any action to the extent it results solely from the combination, operation or use of a Product in conjunction with an electricity metering endpoint (as part of an Integrated Meter) or with any products, processes or infrastructure used by or on behalf of Customer, or otherwise contemplated in an SOW, as of the Effective Date, ***.
Intellectual Property Indemnities. (A) NuclearSub shall promptly on demand from time to time indemnify Electrabel, and keep Electrabel fully and effectively indemnified, from and against any and all losses, claims, liabilities, costs, damages and/or reasonable expenses (including reasonable legal fees and costs) suffered or incurred by Electrabel or its sub-licensees arising out of or in connection with any actual or alleged infringement of third party Intellectual Property arising from use by Electrabel or its sub-licensees of:
(i) any NuclearSub IPR in accordance with Clause 18.2, except to the extent that such infringement has arisen from the use by Electrabel or its sub-licensees of NuclearSub IPR in breach of the terms of this Agreement; or
(ii) any Electrabel IPR created by NuclearSub.
(B) Electrabel shall promptly on demand from time to time indemnify NuclearSub, and keep NuclearSub fully and effectively indemnified, from and against any and all losses, claims, liabilities, costs, damages and reasonable expenses (including reasonable legal fees and costs) suffered or incurred by NuclearSub or its sub-licensees arising out of or in connection with any actual or alleged infringement of third party Intellectual Property arising from the performance of the Services by Electrabel (except as a result of the use of NuclearSub IPR, any Electrabel IPR created by NuclearSub or any Intellectual Property licensed by any Subcontractor, or any act or omission of any Subcontractor).
Intellectual Property Indemnities. 11.1. The Consultant shall, at all times during and after the term of this Agreement, indemnify, keep indemnified and hold harmless the Customer against all claims, demands, actions, proceedings, losses, damages, costs and expenses (including all reasonable legal fees) incurred by the Customer in relation to any infringement or alleged infringement of any third party Intellectual Property Rights arising from: (a) the receipt of or benefiting by the Customer of any of the Services; or (b) the use or possession by the Customer of the Deliverables ("IPR Claim"), provided that:
11.1.1. the Customer notifies the Consultant in writing of any IPR Claim;
11.1.2. the Customer allows the Consultant to conduct all negotiations and proceedings and gives the Consultant all reasonable assistance, each at the Consultant's cost, regarding the IPR Claim; and
11.1.3. the Customer makes no admission relating to the IPR Claim.
11.2. If at any time an IPR Claim is made, the Consultant may, at its own expense and sole option, either:
11.2.1. procure for the Customer the right to continue using the relevant part of the Deliverable; or
11.2.2. replace or modify the Deliverable with non-infringing substitutes.
11.3. If the Consultant elects to modify the item(s) or to supply substitute item(s) under clause
Intellectual Property Indemnities the Service Provider hereby indemnifies the Authority and shall hold the Authority harmless against all liabilities, losses, demands, damages, costs, claims, expenses and interest suffered by the Authority as a result of: any Service Provider IP or Service Provider Third Party IP either: used by the Service Provider in the provision of the Services; used by the Authority, in either case in accordance with or pursuant to the terms of this Agreement; or any Authority IP used by the Service Provider or Service Provider Personnel or any Sub-Contractor in breach of the licence terms set out in or granted pursuant to this Agreement, infringing any Third Party IP or breaching any of the IP warranties set out in Clause 14.7.
Intellectual Property Indemnities. 28.1 INTERMEC AND VENTURE EACH DISCLAIMS ALL LIABILITY FOR PATENT, COPYRIGHT, TRADEMARK OR OTHER ALLEGED INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES, EXCEPT AS PROVIDED HEREIN. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.
28.2 Intermec agrees to defend at its expense any suits against Venture to the extent that such suit is based upon a claim that any design, Specification or modification for a Product provided by Intermec hereunder directly infringes the patent, copyright or other intellectual property right of a third party. Intermec agrees to pay costs and damages finally awarded against Venture as a result of such suit, provided that Intermec has been notified by Venture, within 10 days of learning of the claim, in writing by facsimile or other electronic transmission, and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given full control, authority, information and assistance necessary to defend or settle such claim. Intermec will not be liable to indemnify Venture for payment of any damages or costs in any settlement unless Intermec has given its express written consent to such settlement. Intermec’s indemnity does not extend to any suit based upon any infringement or alleged infringement arising out of:
(i) The combination of any design furnished by Intermec with other elements;
(ii) Any Product based on Venture’s specifications or design;
(iii) Any design which has been modified by Venture without Intermec’s written consent; or
(iv) Any process used by Venture, unless specifically required by Intermec.
28.3 Venture agrees to defend at its expense any suits against Intermec to the extent that such suit is based upon a claim that any Specification, design, modification or manufacturing process for a Product provided by Venture hereunder directly infringes the patent, copyright or other intellectual property right of a third party. Venture agrees to pay costs and damages finally awarded against Intermec as a result of such suit, provided that Venture has been notified by Intermec, within ten (10) days of learning of the claim, in writing by facsimile or other electronic transmission, and furnished a copy of each communication, notice or other action relating to the alleged infringement and is given full control, aut...
Intellectual Property Indemnities. Despite any limitations of liability set out elsewhere in this Agreement, Contractor shall defend, indemnify and hold harmless any and all members of the Ministry Group from and against any and all liability, losses, costs, damages, expenses, or claims made by any third party, including, in this case, members of the Contractor Group other than the Contractor, in any way arising from any infringement of that third party Intellectual Property Rights that results from or is alleged to result from:
(a) the provision of the Deliverables by Contractor;
(b) the exercise by Ministry Group members of any rights under this Agreement; or
