Intellectual Property Right Indemnity.
8.1 The Supplier shall defend, hold harmless and indemnify Sport England, its respective officers, directors, employees agents and sub-contractors against all Claims resulting from, arising out of, or in any way connected with its use or possession of the Services, Goods, Deliverables, Custom Materials and/or Non-Custom Materials or any part of the same provided by the Supplier in accordance with the Contract where such possession or use infringes or is alleged to infringe any IPR or contractual rights of any third party or breaches or is alleged to breach any statute or statutory obligation or constitutes or is alleged to constitute a tort actionable by a third party.
8.2 In the event that Sport England becomes actually aware of a Claim of the type described in Clause 8.1, the parties shall act in accordance with the provisions of Clause 13.2.
8.3 In the event that Sport England’s use of the Services, Custom Materials or the Deliverables or any part of the Services, Custom Materials or the Deliverables in accordance with the Contract infringes the IPR or contractual rights of a third party or breaches any statute or statutory obligation or constitutes a tort upon a third party, the Supplier shall, at its own expense:
8.3.1 procure the right for Sport England to continue using the Services, Custom Materials or Deliverables or any part of the same;
8.3.2 make or procure on Sport England’s behalf such alterations, modifications, adjustments or substitutions to all or any part or parts of Services, Custom Materials or Deliverables that the same become non-infringing without incurring a diminution in performance or function; or
8.3.3 substitute a non-infringing version of the infringing Services, Custom Materials or Deliverables or the relevant infringing part of the same with versions of equal or better performance as determined by Sport England in its sole discretion.
8.4 Notwithstanding other rights and remedies available to Sport England, in the event that the Supplier is unable to provide any of the alternatives set out in Clause 8.3 within a reasonable time, Sport England may, at its sole option, terminate the Contract immediately whereby the Supplier shall promptly refund to Sport England any prepaid charges or fees relating to the same.
Intellectual Property Right Indemnity. RedSeal shall defend or settle, at its option, any action brought against Licensee and its officers, directors and employees, to the extent it is based on a claim that the Software as delivered to Licensee infringes any (a) copyright, trademark or trade secret of a third party or (b) patent enforceable within the United States or Canada. RedSeal will pay resulting costs and damages (including reasonable legal fees) finally awarded against Licensee in such action which are attributable to such claim. Licensee agrees that RedSeal shall be released from the foregoing obligation unless Licensee provides RedSeal with (i) prompt written notice of any such claim or action, (ii) sole control and authority over the defense or settlement of such claim or action, and (iii) proper and full information and assistance to settle and/or defend any such claim or action at RedSeal’s expense. Should any Software become, or in RedSeal’s opinion be likely to become, the subject of such a claim, or in the event RedSeal wishes to minimize its potential liability hereunder, RedSeal shall, at its option and expense: (i) procure for Licensee the right to use the Software as provided herein, (ii) replace the Software with non-infringing, functionally equivalent software; (iii) suitably modify the Software so that it is not infringing; or (iv) accept return of the Software and refund the fees paid for such Software to Licensee, as amortized over a three (3) year period on a straight line basis. RedSeal shall have no obligation with respect to any claim, action or proceeding arising in whole or in part from (a) modification of the Products by anyone other than RedSeal, (b) use of the Software in combination or conjunction with any equipment, data, devices or software not provided by RedSeal where in the absence of such combination the Software would not have been infringing, (c) use of the Software in a manner other than for which it was intended or outside the scope of this Agreement, or (d) use of other than the then-most current release of the Software or if such infringement or claim would have been prevented by the use of such current release. THE PROVISIONS OF THIS SECTION 8 SET FORTH REDSEAL’S SOLE AND EXCLUSIVE OBLIGATIONS, AND LICENSEE’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.
Intellectual Property Right Indemnity. Section 10.1 is deleted in its entirety and replaced with the following:
Intellectual Property Right Indemnity. Convenxia will indemnify, defend and otherwise hold harmless Yak, its Affiliates and their officers, directors, employees and agents (a “Yak Indemnitee”) in respect of all costs, expenses, losses, damages or liabilities (including legal fees, disbursements and costs) arising from a claim, suit or proceeding made against a Yak Indemnitee which is based on an allegation or claim that a Deliverable, Licensed Software, or Yak Store Software or the use thereof infringes, contributorily infringes, or induces an infringement, of an Intellectual Property Right or moral right of any third person. If in any such suit or proceeding, a court decides that any of the aforesaid intellectual property or the use thereof, or any part thereof, infringes, contributorily infringes or induces an infringement, of an Intellectual Property Right or moral right of a third person, or enjoins a Yak Indemnitee from the use of same, or any part thereof, Convenxia will, upon receiving the consent of Yak, at its own expense, either procure for Yak the right to continue using the Deliverable, Licensed Software, or Yak Store Software, as the case may be, or the part affected, or replace it with a non-infringing substitute having at least equal quality and performance capabilities.
Intellectual Property Right Indemnity. A. For the purposes of this Article 14:
Intellectual Property Right Indemnity. 13.1 You will fully indemnify and hold Juno Telecoms Ltd harmless against all claims and proceedings arising from infringement of any third party’s Intellectual Property Rights by reason of your use of the Broadband Services.
Intellectual Property Right Indemnity. 9.1. You will fully indemnify and hold us harmless against all losses, damages, amounts paid by way of settlement, costs and expenses (including legal fees), of whatsoever nature, suffered or incurred by us as a result of any claims or proceedings arising from infringement of any third party’s Intellectual Property Rights by reason of your use or publication of the Customer Information, the Content or Third Party Content.
Intellectual Property Right Indemnity. You will fully indemnify and hold the Company harmless against all claims and proceedings arising from infringement of any third party’s Intellectual Property Rights by reason of your use of the Equipment, Gaming & Media Activities or Content otherwise than in accordance with this Agreement.
Intellectual Property Right Indemnity. Indemnity. Subject to the restrictions set forth in this Paragraph, The Company agrees to defend and indemnify Distributor from and against all actions or proceedings brought against Distributor arising out of any actual or alleged infringement by the Products of any patent, copyright, trade secret or other intellectual property right. Distributor Obligations. Distributor shall promptly notify White SmileTM of any claim hereunder upon becoming aware of the same and shall cooperate with and provide all reasonable assistance to White SmileTM upon the Company’s request and, at the Distributor’s expense, in the defense or settlement of such claim. The Company shall have sole authority to defend and/or settle any claim under this Paragraph, provided, however, that Distributor may at its own cost, retain separate representation. Remedy for Infringement. If any Product, or any portion thereof, is finally adjudged to infringe a patent, copyright, trade secret or other intellectual property right, or if in the Company’s opinion is likely to become the subject of such a claim, White SmileTM shall, at its option, either: (i) procure for Distributor the right to continue using the Product(s); or (ii) replace or modify the Products(s) so that it becomes non-infringing; or (iii) upon return of all infringing Product(s), refund to Distributor the price actually paid by Distributor for the infringing Products; or (iv) substitute for the infringing Products(s) other suitable, non-infringing equipment. Entire Liability. THE FOREGOING PROVISIONS OF THIS SECTION 17 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CASTELLE AND THE EXCLUSIVE REMEDY OF DISTRIBUTOR WITH RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY RIGHT INFRINGEMENT BY THE PRODUCTS.
Intellectual Property Right Indemnity. 13.1 You will fully indemnify and hold Symmetris harmless against all claims and proceedings arising from infringement of any third party’s Intellectual Property Rights by reason of your use of the Broadband Services.
