Intellectual Property Infringement Indemnity. 9.1 Seller shall indemnify, defend and hold TRW, NTI or Affiliate and its Customers harmless from and against any losses, damages, liabilities, expenses, judgements, and costs (including reasonable attorneys' fees and costs), resulting from any claim alleging that any Products infringe any patent or trademark right (Solely with respect to Seller's trademarks) of any third party ("IPR"), so long as TRW promptly notifies in writing Seller of such claim; permits Seller at its sole option, to defend and/or settle such claim; delegates to Seller all responsibility and authority for the defense and/or settlement thereof and provided further that TRW will not incur any liability, cost or expense hereunder without Seller's prior written approval. TRW will reasonably cooperate and assist in the defense and/or settlement of same at Seller's expense. In the event that any Products delivered by Seller hereunder are determined to infringe any IPR, Seller shall, in addition to its other obligations under this Section 9 and at Seller's option, either (i) obtain from such third party, at Seller's sole expense, the right for TRW, NTI or Affiliate and NTI or Affiliate's customers to continue using the infringing Products; (ii) modify or replace the infringing Products at Seller's sole expense so as to render them non-infringing, while maintaining fit, form and function acceptable to TRW and NTI or Affiliate; or (iii) only if neither (i) nor (ii) is reasonably available, accept return of all infringing Products purchased by TRW and refund to TRW the aggregate purchase price paid for all infringing Products. In addition, TRW reserves the right at any time to independently defend and/or settle such claim at its own expense.
9.2 Seller shall not have any liability to TRW, NTI, its Affiliates or their Customers under Section 9.1 for infringement, or claims thereof, that are based upon (1) the use of Products in combination with hardware, and/or software furnished by a third party if such infringement, or claim thereof, would have been avoided by the use of Products in combination with different hardware and/or software; (2) designs or special requirements provided by TRW, NTI or Affiliate to the extent that any such claims would have been avoided had not such designs or special requirements been implemented by Seller pursuant to TRW's, NTI's or Affiliate's requesT; or (3) the application or use of such Products unless such application or use was in a manner intended by Seller as...
Intellectual Property Infringement Indemnity. (a) All computer software developed and/or utilized by CSG in conjunction with CSG’s Services, whether or not Clients have been charged for such software, and all updates, modifications, enhancements and derivative works of such software and all copies thereof shall be and remain owned by and the sole property of CSG; provided however, that software provided to CSG by a Client and developed by Client or by a third party for such Client, where title to such software vests in such Client or is licensed to such Client shall remain the property of such Client. All trademarks, service marks, copyrighted material or art or other intellectual property owned or licensed by a Client and provided to CSG hereunder shall be used solely for the purpose of performing the Services and CSG shall acquire no right, title or interest therein.
(b) CSG agrees that it shall not make use of any corporate names, trade names, logos, product/service identifiers, trademarks and/or service marks owned or licensed by Clients (the “TWC Marks”) except as expressly approved in writing, in advance, by the applicable Client. All such approvals granted by a Client shall (i) be valid solely during the term specified by the Client, (ii) be limited to the specific purpose for which approval was sought and received (to the extent reasonably required in connection with CSG’s performance under this Agreement and/or any SOW), and (iii) be deemed a limited, non-exclusive, non-transferable, revocable right and license, without right to sublicense, to use the TWC Marks designated by the Client for the approved use, which right and license shall terminate and revert to the Client contemporaneously with the earliest of the expiration or earlier termination of the term of the licensed TWC Marks as specified by the Client, the expiration of this Agreement, or upon any earlier termination of this Agreement by TWC in accordance with the terms of this Agreement. All such uses shall be in accordance with the reasonable procedures and guidelines provided by the Client to CSG from time to time. CSG shall abide by all applicable laws and regulations with respect to the TWC Marks. CSG agrees that it shall not bring any legal action or claim that challenges the TWC Marks licensed to CSG for use in connection with this Agreement and/or any SOW in any forum, provided, however, the foregoing is not intended to prevent CSG from defending, or in any manner limit CSG’s ability to defend, itself against any third party ...
Intellectual Property Infringement Indemnity. 5.1. XXXXXX will indemnify and defend, at its expense, any action brought against the User to the extent that it is based on a claim that the Software infringes any copyright, any trade secret, or a patent or trademark issues or registered by the United States, Japan, or a member of the European Patent Organization, and will pay all damages finally awarded against the User by a court of competent jurisdiction or agreed in settlement, provided that the User gives XXXXXX (i) prompt written notice of the claim, (ii) all requested information and reasonable assistance related to the claim, and (iii) sole authority to defend or settle the claim.
Intellectual Property Infringement Indemnity. Subcontractor shall indemnify, defend and hold XX Xxxxx, Inc., and/or owner harmless with respect to any claim, demand, suit or proceeding brought against XX Xxxxx, Inc. and/or the owner based on any claim that materials or services, or any part thereof, furnished by Subcontractor or Subcontractors of any tier under this Agreement constitutes an infringement, willful or otherwise, of any patent, copyright, trade secret or other proprietary right of any third party. Subcontractor shall assume the responsibility to pay all costs including reasonable attorneys fees incurred in defending or responding to such claim, demand, suits or proceedings and any damages that may be awarded therein against XX Xxxxx, Inc. and/or the Owner, with full authority being given to XX Xxxxx and/or Owner to settle any such claim on such terms and conditions deemed advisable. In case the materials purchased or services rendered hereunder, or any part thereof, is held to constitute infringement of any patent, copyright or other proprietary right of any third party and the use thereof is enjoined, or the settlement made requires the use of services or materials purchased or installed hereunder to be discontinued or removed, Subcontractor shall, at its own expense either procure for XX Xxxxx, Inc. and Owner the right to continue using such materials or services, replace the same with noninfringing materials which conform to the available specifications or modify such materials or services in a manner acceptable to Owner to resolve the infringement claim.
Intellectual Property Infringement Indemnity. 12.3.1 Subject to this Section 12.3, Company will at its expense defend Customer through final judgment or settlement of any claim, suit or other demand asserted against Customer by any third party alleging that any Service as delivered by Company infringes said third party’s rights under any Canadian or United States patent, copyright, trademark, or trade secret right, and will indemnify Customer in the amount of any final judgment or settlement of such claim, suit or other demand.
12.3.2 Company will be under no obligation to defend or indemnify Customer to the extent that such third party claim, suit, or other demand arises out of or relates to: (i) Company’s compliance with Customer’s specifications; (ii) a combination of the Service with products or services not provided by Company; (iii) a modification of the Service by anyone other than Company or its authorized agents; (iv) a use of the Service that is inconsistent with this Agreement or Company’s written instructions; or (v) information, data, or other content not provided by Company. To the extent that a third party claim, suit or other demand arising out of one or more conditions stated in Section 12.3.2(i) through (v) is asserted against Company, Customer will at its expense defend Company and indemnify Company in the amount of any final judgment or settlement thereof.
12.3.3 With respect to any pending or threatened claim, suit or other demand as to which Company is the indemnifying party pursuant to this Section 12.3, Company may in its discretion and at its own expense obtain for Customer the right to continue using the Service or alternatively replace or modify the Service, so that it is functionally equivalent but non-infringing. If achievement of the foregoing is not commercially reasonable, Company may, in its sole discretion, terminate either the Service or this Agreement, without liability of either party to the other, except for Customer’s obligation to pay all charges incurred up to the time of such termination.
12.3.4 This Section 12.3 provides the sole remedies of Customer and its Affiliates and the exclusive obligations of Company and its Affiliates in connection with any third party claim, suit or other demand asserted against Customer or its Affiliates described in this Section 12.3 or which otherwise asserts a violation of a third party’s intellectual property rights.
Intellectual Property Infringement Indemnity. (a) Infringement Claim Indemnity. SISW will indemnify and defend, at its expense, any action brought against Customer to the extent that it is based on a claim that Products provided hereunder infringe any copyright, any trade secret, or a patent or trademark issues or registered by the United States, Japan, or a member of the European Patent Organization, and will pay all damages finally awarded against Customer by a court of competent jurisdiction or agreed in settlement, provided that Customer gives SISW (i) prompt written notice of the claim, (ii) all requested information and reasonable assistance related to the claim, and (iii) sole authority to defend or settle the claim. SISW will not admit liability or incur obligations on Customer’s behalf without Customer’s prior written consent.
Intellectual Property Infringement Indemnity. 9.1. Any action brought against Customer, its third party distributors or its end users on a claim that the Products infringe any patent, copyright, or other intellectual property rights or the trade secret or the proprietary rights of a third party shall be defended by IONA at its expense. IONA shall pay any costs, damages and settlements and reasonable legal fees finally awarded against Customer in such action and which are attributable to such claim provided always that Customer notifies IONA promptly in writing of each claim and IONA may control fully the defence and/ or the settlement of such claim, provided that Customer shall not be bound to any settlement that it has not approved in writing.
Intellectual Property Infringement Indemnity. RTI will defend any suit brought against Licensee and will pay all damages finally awarded in such suit insofar as such suit is based on a claim that the Software as provided to Licensee infringes a third party patent or copyright, provided that RTI is notified promptly of such claim and at its expense is given full and complete authority (including settlement authority), information, and assistance by Licensee (at Licensee’s expense) for such defense. In the event that the Software is held in any such suit to infringe such a right and its use is enjoined, or if in the opinion of RTI, the Software is likely to become the subject of such a claim, RTI at its own election and expense will either: (a) procure for Licensee the right to continue using the Software; or (b) modify or replace the Software so that it becomes non-infringing while giving equivalent performance. In the event that (a) or (b) above are not, in RTI’s sole determination, reasonably practicable, then RTI may terminate this SLA and refund an equitable portion of money paid by Licensee in connection with the licenses granted hereunder. The Intellectual Property Infringement Indemnity provided herein shall not apply to the extent that the alleged infringement arises from (a) use of the Software in combination with data, software, hardware, or other technology not provided by RTI or authorized by RTI in writing; or (b) modifications to the Software not made by RTI. THIS SECTION 6 SETS FORTH LICENSEE’S SOLE REMEDIES AND RTI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SOFTWARE OR DOCUMENTATION INFRINGES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
Intellectual Property Infringement Indemnity. 10.1 Any action brought against BroadVision on a claim that the Products infringe any patent, copyright, or ether intellectual property rights or the trade secret or the proprietary rights of a third party shall be defended by IONA at its expense. IONA shall pay any costs, damages and settlements and reasonable legal fees finally awarded against BroadVision in such action and which are attributable to such claim provided always that BroadVision notifies IONA promptly in writing of each claim and IONA may control fully the defense and/or the settlement of such claim.
10.2 Without prejudice to Subsection 10.1, should the Products become, or in IONA’s reasonable opinion are likely to become, the subject of a claim as aforesaid then IONA may either: (i) procure for BroadVision the right to continue using the Products; (ii) replace the Products with non-infringing material; (iii) modify the Products to make them non-infringing; or (iv) remove the Products and refund to BroadVision all fees and sums paid by BroadVision in respect thereof prorated based on a product lifetime of [***].
10.3 IONA shall have no liability for any claim of infringement based on: (a) use of other than a current release of the Products if such infringement would have boon avoided by use of a current release, or (b) use or combination of the Products with non-IONA programs or data if such infringement would have been avoided by the use of the Products without those other programs or data. The foregoing states the entire liability of IONA with respect to any claim of infringement regarding the Products.
Intellectual Property Infringement Indemnity. 24.1 Seller represents and warrants that all Work delivered or performed pursuant to the Purchase Agreement and the sale or use thereof do not infringe any Third Party’s intellectual property rights, including but not limited to patent, trade secret, copyright or trademark rights.
24.2 The Seller hereby undertakes to reimburse Westinghouse for any compensation and damages which Westinghouse has been obliged to pay through settlement or judgment for infringement of intellectual property rights stemming from the use of the Work.
