Intellectual Property Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and agents harmless from against any and all Claims resulting from allegations of infringement of any patents, copyrights, trade secret, or similar intellectual property rights covering the Goods and/or Services provided, or the use of the Goods and/or Services under this Contract. If Purchaser’s use of Goods and/or Services provided by Contractor is enjoined based on an intellectual property infringement Claim, Contractor shall, at its own expense, either procure for Purchaser the right to continue using the Goods and/or Services or, after consulting with Purchaser and obtaining Purchaser’s consent, replace or modify the Goods and/or Services with substantially similar and functionally equivalent non-infringing Goods and/or Services.
Intellectual Property Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its customer from all claims, suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents), liabilities, damages, costs and attorneys' fees related to the actual or alleged infringement of any intellectual property right or misappropriation or wrongful use of information or documents, and arising out of or related to the use, manufacture, reproduction, sale or other distribution of Services by Buyer or its customer. Buyer and/or its customer shall timely notify Seller of any such claim, suit or action. Seller shall, at its own expense, defend such claim, suit or action and Buyer shall have the right to participate in the defense at its own expense. Seller shall have no obligation to indemnify Buyer for infringement arising from (i) the compliance of Seller's new product design with formal specifications issued by Buyer where infringement could not be avoided in complying with such specifications or (ii) use or sale of Services for other than their intended application when such infringement would not have occurred from the use or sale of those Services solely for the purpose for which they were designed or sold by Seller. The exception in (i) above shall not apply if the infringement arises out of adherence to one or more industry standards or regulatory requirements. For purposes of this Article only, the term Buyer shall include The Boeing Company, all Boeing subsidiaries and all officers, agents and employees of Boeing or its subsidiaries.
Intellectual Property Indemnity. CONSULTANT shall defend and indemnify ANAHEIM, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to ANAHEIM pursuant to this Agreement.
Intellectual Property Indemnity. The Contractor shall indemnify BSA and the Government and their officers, agents, and employees against alleged or actual liability, including costs of any nature whatsoever, for the Contractor’s infringement or misappropriation of third party intellectual property, including, but not limited to, patents, copyrights, trademarks, or trade secrets that the Contractor has used, included, or embodied in its performance of the Contract. The Contractor will promptly notify BSA in the event it is notified that it has infringed or misappropriated a third party's intellectual property; in the event that infringement or misappropriation has occurred, in addition to the indemnification and at BSA's sole option, the Contractor will either procure the rights for BSA and the Government to use the intellectual property or BSA will terminate the Contract for cause.
Intellectual Property Indemnity. 9.1 Subject to Sections 9.3 and 9.4, We undertake at Our own expense to defend You or, at Our option, to settle any claim or action brought against You alleging that the possession, use, or support of the Celonis Software (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim.
9.2 Subject to Sections 9.3 and 9.4, in the event of an Infringement Claim, We shall, at Our sole option and expense (i) modify the infringing Software so that it ceases to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Celonis Software with non-infringing software; or (iii) procure a license to enable You to legally continue using the Celonis Software. If We do not provide you with one of the options above, We may, at our sole discretion, terminate Your Subscription for the affected Celonis Software with immediate effect and reimburse You any prepaid Subscription Fees covering the remainder of the Subscription and either take back the infringing Celonis Software to the extent possible or require You to remove or delete it.
9.3 We shall only be liable to You for any Infringement Claim provided You:
9.3.1 provide Us with prompt written notice of the Infringement Claim;
9.3.2 do not enter into any settlement or compromise of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights;
9.3.3 permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim;
9.3.4 provide Us with all reasonable information and assistance for the Infringement Claim; and
9.3.5 Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim.
9.4 We shall not be liable to You for Infringement Claims where the infringement is caused by:
9.4.1 Unauthorized changes You have made or that have been made on Your behalf to the Celonis Software;
9.4.2 Your use of a non-current Release, Major Release or other Release, if the Infringement Claim would have been avoided by You using the latest version of Celonis Software or Release that We have made available to You;
Intellectual Property Indemnity. The Seller shall indemnify, defend and hold harmless, the Buyer, its Affiliates and its and their officers, employees, agents, Financing Parties, and Subcontractors against all liabilities, damages, losses, costs or expenses (including, without limitation, attorneys’ fees and expenses) arising out of any suit, claim, or proceeding (a “Claim”) alleging that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) the Buyer promptly notifies the Seller in writing of the Claim; (b) gives the Seller sole authority, at the Seller’s expense, using counsel reasonably acceptable to the Buyer, to direct and control the defense and any settlement and compromise negotiations; provided, however, that the Buyer shall have the right to participate at the Seller’s expense in any such settlement and compromise negotiations that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer and that the Buyer shall have the right to approve any settlement that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer (which consent shall not be unreasonably withheld); and (c) the Buyer provides the Seller, at the Seller’s expense, with such disclosure and assistance of the Buyer as may be reasonably required to defend any such Claim. If the Seller does not promptly undertake defense of any such claim after notice of same from the Buyer, the Buyer shall be entitled but not required to undertake the defense of such claim and shall have the right to direct and control the defense and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have the right to approve any settlement (which consent shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunder.
Intellectual Property Indemnity. 11.1 In relation to any Client IPR Claim which comes to its attention the Client shall:-
11.1.1 promptly notify the Supplier of the Client IPR Claim;
11.1.2 procure any authorisation reasonably required for the Supplier to conduct or settle the Client IPR Claim;
11.1.3 provide the Supplier with all reasonable assistance to conduct or settle the Client IPR Claim; and
11.1.4 not admit, compromise or settle any part of the Client IPR Claim without first obtaining the Supplier's written agreement.
11.2 In respect of any Service or Software that is the subject of a Client IPR Claim, the Supplier shall (at no cost to the Client) either:-
11.2.1 procure the right for the Client to continue to use that Service in accordance with this Agreement; or
11.2.2 modify or replace the Service so that it no longer infringes any third party's Intellectual Property Rights provided that in doing so the scope, functionality and performance of the Service is not adversely affected.
11.3 The Client shall:-
11.3.1 indemnify the Supplier against any Liabilities suffered or incurred by or awarded against the Supplier arising from a Supplier IPR Claim or any Liabilities that are incurred by the Supplier in complying with its duties under Clause 11.4; and
11.3.2 conduct or (at its option) settle a Supplier IPR Claim (at no cost to the Supplier).
11.4 In relation to a Supplier IPR Claim which comes to its attention the Supplier shall:-
11.4.1 promptly notify the Client of the Supplier IPR Claim;
11.4.2 procure any authorisation reasonably required for the Client to conduct or settle the Supplier IPR Claim;
11.4.3 provide the Client with all reasonable assistance to conduct or settle the Supplier IPR Claim; and
11.4.4 not admit, compromise or settle any part of the Supplier IPR Claim without first obtaining the Client's written agreement.
11.5 This Clause constitutes the Client's exclusive remedy in respect of a Client IPR Claim and the Supplier's exclusive remedy in respect of a Supplier IPR Claim.
Intellectual Property Indemnity. 12.1 Notwithstanding the provisions of Section 11 hereof, Xxxxxx Xxx shall indemnify and hold harmless Licensee and its affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors and assigns, as such, from and against any Losses which arise out of or result from any third-party claim that Xxxxxx Xxx does not have sufficient right, title or interest in the Licensed Materials to enter into the Agreement or that the Licensed Materials owned by Xxxxxx Xxx infringe a United States (a) patent in existence on the date of access, (b) copyright, (c) trademark, (d) trade secret, or (e) other United States intellectual property right of any third party.
12.2 In the event that any such claim is made, or in Fannie Mae's opinion is likely to be made, Xxxxxx Xxx reserves the right, in its sole discretion, as applicable, (a) to procure for Licensee the right to continue to access and use the Licensed Application and/or the Documentation, (b) to replace the Licensed Application and/or the Documentation to avoid infringement, (c) to modify the Licensed Application and/or the Documentation to avoid infringement, or (d) to terminate the relevant license(s) and Schedule(s) without further cost, charge, liability or penalty to Xxxxxx Xxx relating to such termination.
12.3 Xxxxxx Xxx and its Third-Party Licensors shall have no obligation to the extent that any claim of infringement is based upon Licensee's (a) access or use of the Licensed Application or the Documentation in violation of the Agreement, (b) integration, modification or marking of the Licensed Application or the Documentation, or any portion thereof, where, in the absence of such integration, modification or marking, the Licensed Application or Documentation would not be infringing (unless such integration, modification or marking has been specifically authorized in writing by Xxxxxx Xxx), (c) use of the Licensed Application or the Documentation in combination with other software, documentation, hardware or data, if use without such software, documentation, hardware or data would not be infringing, (d) use of a superseded version of the Licensed Application or the Documentation if infringement could have been avoided by the use of the current version provided by Xxxxxx Xxx, (e) use of the Licensed Application or the Documentation in practicing any infringing process, (f) use of the Licensed Application in a manner for which it was not designed, (g) activities after Xxxxx...
Intellectual Property Indemnity. (a) Subject to subsection (c) hereof, Contractor agrees to indemnify and hold Covered California harmless from any expense, loss, damage, or injury; to defend at its own expense any and all claims, suits, and actions; and to pay any judgments or settlements against Covered California to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., misuse of third-party confidential or trade secret information, failure to obtain necessary third-party consents, waivers or releases, violation of the right of privacy or publicity, false or misleading advertising, libel or slander, or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this section are subject to Contractor receiving prompt notice of the claim after Covered California becomes aware of such claim, and being given the right to control the defense of such claim. Should any Intellectual Property licensed by the Contractor to Covered California under this Agreement become the subject of an Intellectual Property infringement claim or other claim for which Contractor is obligated to indemnify Covered California, Contractor will promptly take steps reasonably and in good faith to preserve Covered California’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to Covered California, except as otherwise stated in this Agreement. Covered California shall have the right to monitor and appear through its own counsel (at Covered California’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for Covered California to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, as its sole remedy.
(b) Notwithstanding anything to the contrary in this Agreement, any such indemnification obligation of Contractor shall not extend to any infringement or alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by Covered California; (ii) Covered California’s unauthorized modification of Contractor Intellect...
Intellectual Property Indemnity. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights or U.S. patents, or violates any trade secrets; provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim.
13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement.
13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). THIS SECTION 13 STATES MSC'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.
