Intellectual Property Infringement Protection. If a third party claims that a Lenovo branded Product that Reseller obtains from Reseller's Distributor under this Agreement infringes that party's patents or copyrights, Lenovo shall defend Reseller against that claim at Lenovo’s expense and pay all costs, damages and attorney's fees that a court finally awards against Reseller, or that are included in a settlement approved by Lenovo, provided that Reseller: (i) promptly notifies Lenovo in writing of the claim; (ii) allows Lenovo to control, and cooperates with Lenovo in, the defense and any related settlement negotiations; and (iii) is and remains in compliance with Reseller's obligations in this Section 21. The foregoing is Lenovo’s entire obligation to Reseller regarding any claim of infringement. If such a claim is made or appears likely to be made, and Reseller maintains inventory of Products, Reseller shall permit Lenovo, in its discretion, to enable Reseller to continue to use and sell the Products; to modify them; or to replace them with Products that are at least functionally equivalent. If Lenovo determines that none of these alternatives is reasonably available, Reseller shall promptly return the Products to Reseller's Distributor upon Lenovo's written request. Lenovo will then provide a credit to Reseller's Distributor equal to the amount paid for the Products. Lenovo shall have no obligation regarding any claim based on: i) anything Reseller, Reseller's Distributor or a third party on Reseller's behalf provides which is incorporated into, or combined with a Product; ii) unauthorized modification of a Product by Reseller, Reseller's Distributor or a third party on Reseller's behalf; iii) the combination, operation, or use of a Product with any products not provided by Lenovo as a system, or the combination, operation, or use of a Product with any product, data, apparatus or business method that Lenovo did not provide; iv) Lenovo’s compliance with Reseller’s specifications or requirements; or (v) infringement by a third party product alone, as opposed to its combination with Lenovo Products.
Intellectual Property Infringement Protection. If a third party claims that a Lenovo branded Product provided by Lenovo to Customer under this Agreement infringes that party’s patent or copyright, Lenovo will defend Customer against that claim at its expense and pay all costs, damages, and attorney’s fees that a court finally awards against Customer or that are included in a settlement approved by Lenovo, provided that Customer: (i) promptly notifies Lenovo in writing of the claim; (ii) allows Lenovo to control, and cooperates with Lenovo in, the defense and any related settlement negotiations; and (iii) is and remains in compliance with Customer's obligations in this Section 7.5. The foregoing is Lenovo’s entire obligation to Customer and Customer’s exclusive remedy regarding any claim of infringement. If such a claim is made or appears likely to be made, Customer shall permit Lenovo, in Lenovo’s sole discretion, to enable Customer to continue to use the Product; to modify it; or to replace it with one that is at least functionally equivalent. If Lenovo determines that none of these alternatives is reasonably available, Customer shall promptly return the Product to Lenovo at its written request. Lenovo will then provide a credit to Customer in an amount equal to the net book value of the Product according to generally accepted accounting principles. Lenovo shall have no obligation regarding any claim based upon: (i) anything Customer or a third party on Customer's behalf provides which is incorporated into, or combined with, a Product; (ii) modification of a Product by Customer or a third party on Customer's behalf; (iii) the combination, operation, or use of a Product with any products not provided by Lenovo as a system, or the combination, operation, or use of a Product with any product, data, apparatus or business method that Lenovo did not provide; (iv) Lenovo’s compliance with Customer’s specifications or requirements; or (v) infringement by a third party Product alone.
Intellectual Property Infringement Protection. EVT agrees, at its own expense, to defend or, at its option, to settle, any claim or action brought against COMPANY to the extent such action is based on a claim that COMPANY’s use of the Deliverable in accordance with the scope of this Agreement infringes or violates any United States copyright, trademark, or trade secret of a third party, and will indemnify and hold COMPANY harmless from and against any damages, costs and fees reasonably incurred (including reasonable attorneys’ fees) that are attributable to such claim or action and which are assessed against COMPANY. COMPANY agrees that EVT shall have the foregoing obligation only if COMPANY provides EVT with: (a) prompt written notification of the claim or action; (b) sole control and authority over the defense or settlement thereof; and (c) all available information, assistance and authority to settle and/or defend any such claim or action.
Intellectual Property Infringement Protection. If a third party claims that a Vendor branded Product provided by Vendor to TIPS under this Agreement infringes that party’s patent or copyright, Vendor will defend TIPS against that claim at its expense and pay all costs, damages, and attorney’s fees that a court finally awards against TIPS or that are included in a settlement approved by Vendor, provided that TIPS: (i) promptly notifies Vendor in writing of the claim; (ii) allows Vendor to control, and cooperates with Vendor in, the defense and any related settlement negotiations; and
Intellectual Property Infringement Protection. Enova shall have the liability expressed in this paragraph with respect to a claim that an Enova product or part infringes any intellectual property right of any third party, provided that: (a) Purchaser or its end user, as applicable, notifies Enova in writing within ten days of the receipt of any such claim; (b) Enova has sole control of the defense of such claim and all related settlement negotiations; (c) Purchaser and its end user make no admission of any such alleged infringement; and (d) Purchaser and its end user, as applicable, provide Enova with assistance, information and authority necessary to perform Enova's duties under this paragraph. In no event shall Enova be liable for any claim of infringement based on the use of any Enova product altered in whole or in part by Purchaser and/or its end user or used in connection with absolutely any equipment, process, software or technology other than that necessary for use of the Enova product in the Product pursuant to specifications expressly approved by Enova. If an Enova product or part is held, or believed by Enova, to infringe, Enova shall have the sole option in its sole discretion and at its sole expense to (a) modify the Enova product or part to cause the same to be noninfringing; (b) obtain for the authorized end user a license to continue using the Enova product or part; or (c) refund the fees paid for the Enova product or part upon return of such product or part to Enova at its expense. Enova shall have the right to refuse to supply additional Enova products or parts subject to a claim or threatened claim of infringement. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABLITY OF ENOVA FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN REGARD TO THOSE ITEMS, INCLUDING WITHOUT LIMITATION THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE.
Intellectual Property Infringement Protection. 15.1 Capstone, at its own expense, will defend or at its option settle, any claim, suit or proceeding brought against Purchaser, and pay any liabilities, damages and costs awarded in any such suit or proceeding, if the suit or proceeding is based on a claim that a Product or Part infringes any United States Intellectual Property right of any third party (other than those arising out of conditions described in Section 15.3). Capstone shall have the liability expressed in this paragraph with respect to a claim that a Product or Part infringes any United States Intellectual Property right of any third party, provided that:
Intellectual Property Infringement Protection. Capstone will defend or, at its option, settle, any claim, suit or proceeding brought against End User, and pay any liabilities, damages and costs awarded in any such suit or proceeding, if the suit or proceeding is based on a claim that a Product, part for the Product (“Part”) or Licensed Item infringes any United States intellectual property right of any third party (other than those arising out of conditions described below), provided that: (i) End User notifies Capstone in writing within 10 calendar days of the receipt of any such claim; (ii) Capstone has sole control of the defense of such claim and all related settlement negotiations; (iii) End User makes no admission of any alleged infringement; and (iv) End User provides Capstone with assistance, information and authority necessary to perform Capstone’s duties under this paragraph. If a Product, Part or Licensed Item is held to infringe, Capstone shall have the option in its sole discretion to: (i) modify the Product, Part or Licensed Item to cause the same to be non-infringing; (ii) obtain for the authorized End User a license to continue using the Product, Part or Licensed Item; or (iii) refund the fees paid for the Product, Part or Licensed Item upon return of such Product, Part or Licensed Item to Capstone at its expense, depreciated over a three (3) year period. Capstone shall have the right to refuse to supply additional Products, Parts or Licensed Items subject to a claim or threatened claim of infringement. In no event shall Capstone be liable for any claim of infringement, and End User agrees to protect and defend Capstone in the same manner and extent that Capstone has agreed to defend End User as set forth herein, when such claim is based on the use of any Product, Part or Licensed Item altered in whole or in part by End User or used in connection with any equipment, process, software or technology other than that necessary for use of the Product, Part or Licensed Item for the particular application as contemplated by the Capstone Operations Manual and all applicable specifications. THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF CAPSTONE FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY IN REGARD TO THOSE ITEMS, INCLUDING, WITHOUT LIMITATION, THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE.
Intellectual Property Infringement Protection. If a third party claims that a Lenovo branded Product that Integrator sells to OEM under this Attachment infringes that party's patents or copyrights, Lenovo shall defend OEM and Integrator against that claim at Lenovo’s expense and pay all costs, damages and attorney's fees that a court finally awards against OEM and/or Integrator or that are included in a settlement approved by Lenovo, but in no case to exceed the total purchase price of the applicable Products sold to OEM under this Attachment, provided that OEM: (i) promptly notifies Lenovo in writing of the claim; (ii) allows Lenovo to control, and cooperates with Lenovo in, the defense and any related settlement negotiations; and (iii) is and remains in compliance with OEM's obligations in this section. The foregoing is Lenovo’s entire obligation to OEM and Integrator regarding any claim of infringement. If such a claim is made or appears likely to be made, and OEM maintains inventory of Products, OEM shall permit Lenovo, in Lenovo’s sole discretion, to enable OEM to continue to use and sell the Products; to modify them; or to replace them with Products that are at least functionally equivalent. If Lenovo determines that none of these alternatives is reasonably available, OEM shall promptly return the Products to Lenovo (via Integrator) at its written request. Lenovo shall have no obligation regarding any claim based on: (i) anything OEM or a third party on OEM's behalf provides which is incorporated into, or combined with a Product; (ii) unauthorized modification of a Product by OEM or a third party on OEM's behalf; (iii) the combination, operation, or use of a Product with any products or software not provided by Lenovo as a system, or the combination, operation, or use of a Product with any product, software, data, apparatus or business method that Lenovo did not provide; (iv) Lenovo’s compliance with OEM’s specifications or requirements; or (v) infringement by a third party product alone.
