Intellectual Property Liability. NI agrees to defend any third-party claim that alleges the Hardware, Software and/or Services infringe any U.S. patent, copyright, or trademark (“Claim”) PROVIDED THAT Customer shall notify NI immediately upon learning of any Claim, or any allegation that the grounds for a Claim may exist, shall grant NI sole control over the defense and settlement of the Claim, and shall cooperate fully with NI in preparing a defense for any Claim. NI agrees to pay any final judgment or settlement resulting from any Claim, provided that the settlement is entered into in accordance with this Section. NI shall not be liable for a settlement made without its prior written consent. Notwithstanding the foregoing, NI shall have no obligation under this Section for any claim relating to or arising from (a) Customer’s modifications of Hardware, Software and/or Services; (b) failure to use Hardware, Software and/or Services in accordance with the applicable documentation provided by NI; (c) the combination, operation, or use of Hardware, Software or Services with any hardware, software and/or service not provided by NI; (d) the compliance of NI with Customer’s specifications or directions, including the incorporation of any software or other materials provided by or requested by Customer; or (e) Non-NI Branded Products. The foregoing states the Customer's sole remedy for, and the entire liability and responsibility of NI for, infringement of any patent, trademark, or copyright or other intellectual property rights. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. In any event, if NI believes in its reasonable opinion the Hardware, Software, and/or Services may be alleged to be infringing, for the purposes of mitigating any potential damages, NI may, at its sole discretion, (i) procure for the Customer the right to continue to use the Hardware, Software, and/or Services; (ii) replace them with comparable Hardware, Software or Services that are free of such infringement; or (iii) refund the fees paid by Customer, and in the case of (ii) and (iii) Customer shall promptly return the Hardware to NI and/or terminate the use of the Software or Services.
Intellectual Property Liability to the extent this Agreement contemplates intellectual property exposures, arising directly or indirectly out of any allegation that the Services, any product generated by the Services, or any part of the Services as contemplated in this Agreement, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right. If in any suit or proceeding, the Services, any products generated by the Services, or any part of the Services, are held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall, immediately, make every reasonable effort to secure within sixty (60) days, for the Indemnified Parties a license, authorizing the continued use of the disputed part of the Service or product. If the Indemnifying Parties fail to secure such a license for the Indemnified Parties, then the Indemnifying Parties shall replace the disputed Service or product with a non- infringing Service or product or modify such Service or product in a way satisfactory to the Indemnified Parties so that the Service or product is non-infringing. If an Indemnifying Party exercises its rights under this Agreement, the Indemnifying Party will: (1) provide reasonable notice to the Indemnified Parties of the applicable claim or liability, and (2) allow Indemnified Parties, at their own expense, to participate in the litigation of such claim or liability to protect their interests. The scope and terms of the indemnity obligations herein described are separate and apart from, and shall not be limited by any insurance provided pursuant to the Agreement or otherwise. Such terms of indemnity shall survive the expiration or termination of the Agreement. In the event that any portion of the scope or terms of this indemnity is in derogation of Section 725.06 or 725.08 of the Florida Statutes, all other terms of this indemnity shall remain in full force and effect. Further, any term which offends Section 725.06 or 725.08 of the Florida Statutes will be modified to comply with said statutes. EXHIBIT B STATE RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: SUBJECT TO SECTION 215.97, FLORIDA STATUTES: State Project – State awarding agency: Florida Division of Emergency Management Catalog of State Financial Assistance Title: Catalog of State Financial Assistance Number Attachment A CARES ACT CORONAVIRUS RELIEF FUND ELIGIBILITY CERTIFICATION I, , am the Authorized Agent of Recipient (“Reci...
Intellectual Property Liability to the extent this Contract contemplates intellectual property exposures, arising directly or indirectly out of any allegation that the Services, any product generated by the Services, or any part of the Services as contemplated in this Contract, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right. If in any suit or proceeding, the Services, or any product generated by the Services, is held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall, immediately, make every reasonable effort to secure within 60 days, for the Indemnified Parties a license, authorizing the continued use of the Service or product. If the Indemnifying Parties fail to secure such a license for the Indemnified Parties, then the Indemnifying Parties shall replace the Service or product with a non-infringing Service or product or modify such Service or product in a way satisfactory to Buyer, so that the Service or product is non-infringing. If an Indemnifying Party exercises its rights under this Contract, the Indemnifying Party will (1) provide reasonable notice to the Indemnified Parties of the applicable claim or liability, and (2) allow Indemnified Parties, at their own expense, to participate in the litigation of such claim or liability to protect their interests. The scope and terms of the indemnity obligations herein described are separate and apart from, and shall not be limited by any insurance provided pursuant to the Contract or otherwise. Such terms of indemnity shall survive the expiration or termination of the Contract. The indemnity obligations of the Indemnifying Parties described above shall not, however, include claims, suits, actions, losses, damages, injuries, liabilities, fines, penalties, costs and expenses of whatsoever kind or nature (including, but not limited to, court, investigation and defense costs, and reasonable expert and attorney’s fees), which may be incurred by, charged to or recovered from any of the foregoing Indemnified Parties in connection with the Transportation Project, the EDTF Agreement or this Agreement to the extent that they arise from the sole negligence or fault of the Indemnified Parties. In the event that any portion of the scope or terms of this indemnity is in derogation of Section 725.06 or 725.08 of the Florida Statutes, all other terms of this indemnity shall remain in full force and effect. Further, any term which offends Section 72...
Intellectual Property Liability. Xxxxxx agrees to indemnify, defend and hold harmless Buyer against any claims, suits, actions or proceedings involving the infringement of intellectual property rights, and which arise from or relate to the use, sale or receipt of the goods acquired hereunder. Seller agrees to pay for any costs of such defense, including legal fees. If Buyer is enjoined from using the goods hereby provided, Seller shall reacquire them from Buyer at the original order price plus transportation, installation (if any), and all other damages or costs sustained by Buyer which arise from Buyer’s use of the goods.
Intellectual Property Liability. The eCommerce Marks are ------------------------------- licensed or sublicensed to the Licensees "AS IS" without representation or warranty, express or implied, including without limitation any representation or warranty that the eCommerce Marks do not result in the infringement of intellectual property rights of any third party. Global Payments shall be solely responsible and liable for any claim, damage, cost, expense or liability the Licensees incur arising out of threatened or claimed infringements by eCommerce Marks. THE LICENSEES ACKNOWLEDGE AND AGREE THAT THEY MAY NOT BRING ANY CLAIMS OR OTHERWISE RECOVER ANY AMOUNT FROM NDC BY VIRTUE OF EXERCISE OF THE RIGHTS GRANTED HEREUNDER. The Licensees agree and acknowledge that NDC shall not be liable directly or indirectly or as an indemnitor of the Licensees as a consequence of any license or sublicense granted hereunder.
Intellectual Property Liability. Contractor agrees to indemnify, defend and hold harmless Company against any claims, suits, actions or proceedings involving the infringement of intellectual property rights, and which arise from or relate to the services provided hereunder. Contractor agrees to pay for any costs of such defense, including legal fees.
Intellectual Property Liability to the extent this Agreement contemplates intellectual property exposures, arising directly or indirectly out of any allegation that the Services, any product generated by the Services, or any part of the Services as contemplated in this Agreement, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right. If in any suit or proceeding, the Services, any products generated by the Services, or any part of the Services, are held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall, immediately, make every reasonable effort to secure within sixty (60) days, for the Indemnified Parties a license, authorizing the continued use of the disputed part of the Service or product. If the Indemnifying Parties fail to secure such a license for the Indemnified Parties, then the Indemnifying Parties shall replace the disputed Service or product with a non-infringing Service or product or modify such Service or product in a way satisfactory to the Indemnified Parties so that the Service or product is non-infringing. If an Indemnifying Party exercises its rights under this Agreement, the Indemnifying Party will: (1) provide reasonable notice to the Indemnified Parties of the applicable claim or liability, and
Intellectual Property Liability. NI agrees to defend any third-party claim that alleges the Hardware, Software or Services infringe any U.S. and/or Taiwan patent, copyright, or trademark (“Claim”) provided that Customer notifies NI immediately upon learning of any Claim, or any allegation that the grounds for a Claim may exist, grants NI sole control over the defense and settlement of the Claim, and cooperates fully with NI in preparing a defense for any Claim. NI agrees to pay any final judgment or settlement resulting from any Claim, provided that the settlement is entered into in accordance with this Section. NI shall not be liable for a settlement made without its prior written consent. Notwithstanding the foregoing, NI shall have no obligation under this Section for any claim relating to or arising from (a) Customer’s modifications of Hardware, Software or Services; (b) failure to use Hardware, Software or Services in accordance with the applicable documentation provided by NI; (c) the combination, operation, or use of Hardware, Software or Services with any hardware, software or service not provided by NI;
Intellectual Property Liability. DAP agrees to defend any third-party claim that alleges the Hardware, Software or Services infringe international patent, copyright, or trademark (“Claim”). Customer shall notify DAP immediately upon learning of any Claim, or any allegation that the grounds for a Claim may exist, shall grant DAP sole control over the defense and settlement of the Claim, and shall cooperate fully with DAP in preparing a defense for any Claim. DAP agrees to pay any final judgment or settlement resulting from any Claim, provided that the settlement is entered into in accordance with this Section. DAP shall not be liable for a settlement made without its prior written consent. Notwithstanding the foregoing, DAP shall have no obligation under this Section for any claim relating to or arising from;
Intellectual Property Liability. MCC agrees to defend any third-‐-‐-‐party claim that alleges the Hardware, Software or Services infringe any U.S. patent, copyright, or trademark (“Claim”). Customer shall notify MCC immediately upon learning of any Claim, or any allegation that the grounds for a Claim may exist, shall grant MCC sole control over the defense and settlement of the Claim, and shall cooperate fully with MCC in preparing a defense for any Claim. XXX agrees to pay any final judgment or settlement resulting from any Claim, provided that the settlement is entered into in accordance with this Section. MCC shall not be liable for a settlement made without its prior written consent. Notwithstanding the foregoing, MCC shall have no obligation under this Section for any claim relating to or arising from (a) Customer’s modifications of Hardware, Software or Services; (b) failure to use Hardware, Software or Services in accordance with the applicable documentation provided by MCC;
