Common use of Intellectual Property Ownership & Indemnification Clause in Contracts

Intellectual Property Ownership & Indemnification. 3.1 The Software and any authorized copies that Licensee makes are the intellectual property of and are owned by SCALABLE and its suppliers. The structure, organization, and source code of the Software are the valuable trade secrets and confidential information of SCALABLE and its suppliers. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant Licensee any intellectual property rights in the Software. All rights not expressly granted are reserved by SCALABLE and its suppliers.‌ 3.2 In the event any suit or claim is brought against the Licensee alleging that the Software constitutes an infringement of any third party intellectual property right, SCALABLE shall defend the suit or claim at its expense and pay any final judgment, provided the Licensee: (a) notifies SCALABLE promptly in writing of such suit or claim: (b) permits SCALABLE to defend and/or settle, at SCALABLE’s election, such suit or claim on behalf of the Licensee; and (c) cooperates fully with SCALABLE on the defense. This obligation shall only apply where the infringement is inherent in the Software, and not caused by a modification, or combination with other computer program(s), or caused by a use that is unauthorized by, or in violation of, this agreement. 3.3 The indemnification provided by Section 3.2 shall extend to updated releases of the Software furnished to the Licensee by SCALABLE as part of a Software Maintenance Agreement.‌

Appears in 1 contract

Samples: Software License Agreement

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Intellectual Property Ownership & Indemnification. 3.1 The Software and any authorized copies that Licensee makes are the intellectual property of and are owned by SCALABLE and its suppliers. The structure, organization, and source code of the Software are the valuable trade secrets and confidential information of SCALABLE and its suppliers. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant Licensee any intellectual property rights in the Software. All rights not expressly granted are reserved by SCALABLE and its suppliers.‌suppliers. 3.2 In the event any suit or claim is brought against the Licensee alleging that the Software constitutes an infringement of any third party intellectual property right, SCALABLE shall defend the suit or claim at its expense and pay any final judgment, provided the Licensee: (a) notifies SCALABLE promptly in writing of such suit or claim: (b) permits SCALABLE to defend and/or settle, at SCALABLE’s election, such suit or claim on behalf of the Licensee; and (c) cooperates fully with SCALABLE on the defense. This obligation shall only apply where the infringement is inherent in the Software, and not caused by a modification, or combination with other computer program(s), or caused by a use that is unauthorized by, or in violation of, this agreement. 3.3 The indemnification provided by Section 3.2 shall extend to updated releases of the Software furnished to the Licensee by SCALABLE as part of a Software Maintenance Agreement.‌MaintenanceAgreement.

Appears in 1 contract

Samples: Software License Agreement

Intellectual Property Ownership & Indemnification. 3.1 The Software and any authorized copies that Licensee makes are the intellectual property of and are owned by SCALABLE and its suppliers. The structure, organization, and source code of the Software are the valuable trade secrets and confidential information of SCALABLE and its suppliers. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant Licensee any intellectual property rights in the Software. All rights not expressly granted are reserved by SCALABLE and its suppliers.‌ 3.2 In the event any suit or claim is brought against the Licensee alleging that the Software constitutes an infringement of any third party intellectual property right, SCALABLE shall defend the suit or claim at its expense and pay any final judgment, provided the Licensee: (a) notifies SCALABLE promptly in writing of such suit or claim: (b) permits SCALABLE to defend and/or settle, at SCALABLE’s election, such suit or claim on behalf of the Licensee; and (c) cooperates fully with SCALABLE on the defense. This obligation shall only apply where the infringement is inherent in the Software, and not caused by a modification, or combination with other computer program(s), or caused by a use that is unauthorized by, or in violation of, this agreement. 3.3 The indemnification provided by Section 3.2 shall extend to updated releases of the Software furnished to the Licensee by SCALABLE as part of a Software Maintenance Agreement.‌Agreement.

Appears in 1 contract

Samples: Software License Agreement

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Intellectual Property Ownership & Indemnification. 3.1 The Software and any authorized copies that Licensee makes are the intellectual property of and are owned by SCALABLE and its suppliers. The structure, organization, and source code of the Software are the valuable trade secrets and confidential information of SCALABLE and its suppliers. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant Licensee any intellectual property rights in the Software. All rights not expressly granted are reserved by SCALABLE and its suppliers.‌suppliers. 3.2 In the event any suit or claim is brought against the Licensee alleging that the Software constitutes an infringement of any third party intellectual property right, SCALABLE shall defend the suit or claim at its expense and pay any final judgment, provided the Licensee: (a) notifies SCALABLE promptly in writing of such suit or claim: (b) permits SCALABLE to defend and/or settle, at SCALABLE’s election, such suit or claim on behalf of the Licensee; and (c) cooperates fully with SCALABLE on the defense. This obligation shall only apply where the infringement is inherent in the Software, and not caused by a modification, or combination with other computer program(s), or caused by a use that is unauthorized by, or in violation of, this agreement.agreement.‌ 3.3 The indemnification provided by Section 3.2 shall extend to updated releases of the Software furnished to the Licensee by SCALABLE as part of a Software Maintenance Agreement.‌Agreement.

Appears in 1 contract

Samples: Software License Agreement

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