Intellectual Property Right Infringement Sample Clauses

Intellectual Property Right Infringement. In the event of an IP Claim by a third party, Supplier shall, as soon as possible and at its own expense: (i) modify or replace the infringing item with non-infringing substitutes so as to avoid the infringement of the third party’s IP Rights; or (ii) procure for UBS and its Affiliates the right to continue using the Cloud Services, provided that there is no adverse effect on the Cloud Services (including any reduction in the scope of use).
AutoNDA by SimpleDocs
Intellectual Property Right Infringement. 19.1 Seller shall defend Nortel (including their directors, officers, employees and agents) against any and all proved and unproved claims brought by unrelated third parties against Nortel and shall hold Nortel and Subsidiaries harmless from and pay any corresponding damages, liabilities, costs and expenses (including reasonable attorney's fees) arising out of any proved or unproved claim that the use, sale and/or distribution of a Product delivered hereunder infringes any third-party patent, copyright, trademark, trade secret or other intellectual property right ("herein "Infringement Claim") provided that Nortel gives Seller prompt notice of, and authority to defend or settle, any such Infringement Claim and gives, at Seller's expense, reasonable information and assistance. Seller will notify Nortel if Seller is subject to any enquiry, allegation, claim or lawsuit in respect of patent, copyright, trade secret or other intellectual property right infringement regarding any Product delivered hereunder or any part thereof. 19.2 When notified of an action or motion that seeks to restrict the use, sale and/or distribution of any Product delivered hereunder, Seller may, (and in the case of a judgment, order or injunction that restricts the use, sale and/or distribution of any Product delivered hereunder shall), at its option and expense, (a) obtain the right for Nortel, Nortel Companies, distributors, end users and contractors, as applicable, to use, sell and/or distribute such Product delivered hereunder, (b) substitute other functionally equivalent product that does not infringe, or (c) modify such Product so that it no longer infringes. 19.3 In the event that Seller cannot perform under Section 19.2 (a) - (c) within [*] after the commencement of a judgment, order or injunction that restricts the use, sale and /or distribution of any Product purchased hereunder, this Agreement shall terminate in relation to the infringing * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Product and Nortel shall have the right to return such Products or portion thereof to Seller upon written notice to Seller, and, in the event of return, neither party shall have any further liabilities or obligations under this Agreement, except that Seller shall refund to Nortel the full Price paid for such returned Products within [*] following...
Intellectual Property Right Infringement. 14.1. BT hereby agrees to indemnify the Customer against all fees, losses and damages incurred by the Customer arising from all and any claims that use of the Service has infringed the intellectual property rights of a third party provided that the Customer: 14.1.1. notifies BT promptly in writing of any allegation of infringement; 14.1.2. makes no admission relating to the alleged infringement; 14.1.3. permits BT to conduct and settle, if appropriate, all negotiations and proceedings in respect of any such claims; and 14.1.4. provides BT with all reasonable assistance (BT will reimburse the Customer’s reasonable expenses in respect of any such assistance). 14.2. The indemnity in clause 14.1 does not apply to alleged infringements occasioned by use of the Service in conjunction with apparatus or software not supplied by BT, or to infringements occasioned by the Customer. The Customer hereby indemnifies and agrees to keep BT indemnified against all fees, losses, damages and liabilities incurred by BT howsoever arising from all such alleged infringements.
Intellectual Property Right Infringement. In the event that a claim alleging infringement of an intellectual property right arises concerning the SOFTWARE (including but not limited to patent, trade secret, copyright or trademark rights), Synplicity in its sole discretion may elect to defend or settle such claim. Synplicity in the event of such a claim may also in its sole discretion elect to terminate this Agreement and all rights to use the SOFTWARE, and require the return or destruction of the SOFTWARE, with a refund of the fees paid for use of the SOFTWARE less a reasonable allowance for use and shipping.
Intellectual Property Right Infringement. 1. If Client is warned or receives a claim by a third party that the Software in its original form infringes any third party’s patent, trade mark, copyright or other intellectual property rights (”Claim”), Client shall promptly notify Yokogawa thereof in writing. 2. If the infringement is attributable to Yokogawa, Yokogawa will defend Client from the Claim at Yokogawa’s expense and indemnify Client from the damages finally granted by the court or otherwise settled by Yokogawa out of court. The foregoing obligation and indemnity of Yokogawa shall be subject to i) Client promptly notifying Yokogawa of the Claim in writing as provided above, ii) Client granting to Yokogawa and its designees the full authority to control the defense and settlement of such Claim and iii) Client to give every and all necessary information and assistance to Yokogawa upon Yokogawa’s request. 3. If Yokogawa believes that a Claim may be made or threatened, Yokogawa may, at its option and its expense, either a) procure for Client the right to continue using the Service, b) replace the Software with other Software to prevent infringement, c) modify the Software, in whole or in part, so that it becomes non-infringing, or d) if Yokogawa believes that a) through c) are not practicable, refund Client the remaining portion of paid Service fee if any. 4. Notwithstanding the foregoing, Yokogawa shall have no obligation nor liability for, and Client shall defend and indemnify Yokogawa and Supplier from and against, the Claim, if the infringement is arising from, based on or caused by a) any modification of or addition to the Service or related documentation not provided or approved by Yokogawa, b) a combination of the Software and other equipment, software or systems, whether or not Yokogawa supplied or suggested such use of combination, c) design or instruction provided by or on behalf of Client, d) not complying with Yokogawa’s suggestion, e) an act or omission of Client, its customers or any other persons than Yokogawa, except those carried out on the express instruction of Yokogawa, or f) any other causes not attributable to Yokogawa. 5. This section states the entire liability of Yokogawa and its suppliers and the sole remedy of Client with respect to any claim of infringement of third party’s intellectual property rights. Notwithstanding anything to the contrary stated herein, with respect to the claims arising from or related to the Third Party Software or OSS, the special terms and co...
Intellectual Property Right Infringement. 11.1 Defense and Indemnification. CrowdSense will fully defend Customer and Customer’s officers, directors, employees, agents, permitted successors and assigns from or settle any claim, proceeding, or suit (“Claim”) brought by a third party against Customer alleging that Customer’s use of the Services infringes or misappropriates any Dutch Intellectual Property Rights of any third party, and indemnify Customer from all damages, costs, and attorneys’ fees finally awarded in any such Claim or paid to any third party to settle any such Claim, except as provided in Article 13. CrowdSense’s obligation under this Article is contingent on: (a) Customer giving CrowdSense prompt written notice of the Claim; (b) Customer granting CrowdSense full and complete control over the defense and settlement of the Claim; and (c) Customer providing assistance in connection with the defense and settlement of the Claim as CrowdSense may reasonably request, at CrowdSense’s cost. Customer will not defend or settle any Claim eligible for indemnification under this Article without CrowdSense’s prior written consent.
Intellectual Property Right Infringement. 13.1 The Contractor shall indemnify and hold harmless StarHub against all liabilities which StarHub may incur or suffer in respect of any claim or action that any of the Service, System and Contractor Intellectual Property infringes any Intellectual Property Right or proprietary right of any third party. 13.2 Contractor shall defend at its own costs any claim or action against StarHub by any third party on account of such infringement. StarHub shall: (a) give written notice to Contractor of any claim or action (or any allegations thereof) promptly after becoming aware of the same; (b) give sole conduct of the defence of the claim or action to Contractor, subject to rights of consultation on, and approval of, matters affecting StarHub, and not at any time admit liability or otherwise attempt to settle or compromise the claim or action except upon the prior written approval of Contractor; and (c) give Contractor such assistance as it shall reasonably require in respect of the conduct of the said defence. CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “[****]” The Contractor shall reimburse the reasonable costs of StarHub in complying with this Clause 13.2. 13.3 StarHub shall defend, indemnify and hold harmless Contractor with respect to any claims or actions relating to the StarHub Intellectual Property and/or StarHub Content, provided that such indemnity does not exceed such fees paid to Contractor in the twelve (12) months preceding such claim or action. 13.4 The provisions of this Clause 13 shall continue to apply notwithstanding the expiry or termination of this Agreement for any reason howsoever arising.
AutoNDA by SimpleDocs
Intellectual Property Right Infringement. 13.1 XxxxXxxxXxxxxxx.Xxx Limited shall defend a claim that the Software is infringing the Intellectual Property Right of a Third Party) and shall pay the reasonable costs and damages awarded against the Customer in such a claim provided that: (1) the Customer shall promptly notify XxxxXxxxXxxxxxx.Xxx Limited in writing of such claim; and (2) XxxxXxxxXxxxxxx.Xxx Limited shall have the exclusive conduct of the defence of such claim and all negotiations for its settlement or compromise; and (3) the Customer shall give XxxxXxxxXxxxxxx.Xxx Limited all assistance requested by XxxxXxxxXxxxxxx.Xxx Limited in the defence of such claim. 13.2 Where a court grants an injunction arising out of such a claim and that injunction prevents the Customer’s use of the Software, XxxxXxxxXxxxxxx.Xxx Limited shall (or at any other time after such claim has been made, XxxxXxxxXxxxxxx.Xxx Limited may) at its option and expense: (1) procure for the Customer the right to continue using the Software; or (2) replace or modify the offending part of the Software so that the same is no longer an infringement (or alleged infringement) of the Intellectual Property Right of the Third Party; or (3) pay damages to the Customer limited always to twice the sum of damages stated in clause 10.4 above.
Intellectual Property Right Infringement. 19.1 Subject to the provisions of clause 19.2 AHC networks will indemnify the Customer against all claims and proceedings arising from infringement (or alleged infringement) of any intellectual property rights by reason of the Customer's use of the Service where such claim is based upon an allegation that is only consistent with a breach by AHC networks of it’s warranty at clause 22.1. As a condition of this indemnity the Customer shall:
Intellectual Property Right Infringement. Digicel hereby agrees to indemnify the Customer against all fees, losses, liabilities and damages incurred by the Customer arising from all and any claims that the provision of the Service has infringed the intellectual property rights of a third party provided that the Customer:
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!