Intellectual Property Rights and Indemnification. Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.
Intellectual Property Rights and Indemnification. 25.2.1 Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party.
Intellectual Property Rights and Indemnification. 10.1 Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. Except for a limited license to use patents or copyrights to the extent necessary for the Parties to use any facilities or equipment (including software) or to receive any service solely as provided under this Agreement, no license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable by a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure, at no additional cost to the other Party, that it has obtained any necessary licenses in relation to intellectual property of third parties used in its network that may be required to enable the other Party to use any facilities or equipment (including software), to receive any service, or to perform its respective obligations under this Agreement.
10.2 The Party providing a service pursuant to this Agreement shall defend the Party receiving such service or data provided as a result of such service against claims of infringement arising solely from the use by the receiving Party of such service and shall indemnify the receiving Party for any damages awarded based solely on such claims in accordance with Section 11 of this Part A.
10.3 In the event that use of any facilities or equipment (including software), becomes or, in reasonable judgment of the Party who owns the affected network is likely to become, the subject of a claim, action, suit, or proceeding based on intellectual property infringement, then said Party shall promptly and at its sole expense, but subject to the limitations of liability set forth below:
(i) modify or replace the applicable facilities or equipment (including software) while maintaining form and function, or (ii) obtain a license sufficient to allow such use to continue. In the event (i) or (ii) are commercially unreasonable, then said Party may, (iii) terminate, upon reasonable notice, this contract with respect to use of, or services provided through use of, the affected facilities or equipment (including software), but solely to the extent required to avoid the infringement claim.
10.4 Neither Party’s obligations under this Section shall apply to the extent the infringement is caused by: (i) modification of the facilities or equipment (including software) by the indemnitee; (ii) use by th...
Intellectual Property Rights and Indemnification. Supplier shall own or have all rights and licenses under all U.S. and foreign copyrights and patents applicable to the Products, and Supplier grants IBM all rights and licenses necessary for IBM and its subsidiaries to exercise its rights under this Agreement. Supplier agrees to defend, hold harmless, and indemnify IBM from and against any claim that the Product infringes any intellectual property rights or any claim arising from the failure of Supplier to comply with its representations or warranties under this Agreement. If such a claim of infringement is made, the Supplier shall obtain for IBM the right to continue to use and market the Product or replace it with noninfringing product.
Intellectual Property Rights and Indemnification. (a) Contractor warrants, represents and agrees that:
(i) Except to the extent that LCI specifically provides an idea or ideas, materials, specifications or directions to Contractor that necessarily preclude the related Work from being original to Contractor, and except for Third Party IP (Intellectual property owned by Third-Parties) all Work provided by Contractor shall be original to Contractor.
(ii) The Work shall not infringe upon or violate any patent, copyright, trademark, trade secret or other intellectual property right of any third party. Contractor, at its own expense, shall indemnify and hold LCI, its parent, and Affiliates harmless from any loss, damage, liability or expense (including attorneys' fees) arising from any claim(s), action(s) or other proceeding(s) based on a claim that any Work provided by Contractor to LCI infringes upon or violates any patent, copyright, trademark, trade secret or other intellectual property right of any third party. Contractor shall pay all damages, fees, losses, liabilities, cost or expenses, including attorney's fees, in any such action or other proceeding or the settlement of any such claim, as the case may be. Contractor shall immediately notify LCI and defend LCI and Affiliates against any such claims, actions, or other proceedings, and shall conduct any settlement negotiations, on behalf of LCI at Contractor's sole cost and expense: provided that LCI may elect to participate in the defense and any settlement negotiations through counsel of its own choosing and at its own cost, and provided that LCI shall have final approval of any settlement requiring payment from LCI or reducing LCI's rights to use any property which forms the subject matter of the claim, action or proceeding. The foregoing provisions of this Article 18 (a)(ii) and the provisions of Article 18(a)(iii) shall not apply to any Third Party IP.
(iii) Should the Work or any portion of the Work provided by Contractor become, or in Contractor's opinion is likely to become, the subject of a claim or infringement, or should LCI's use of the Work be finally enjoined, Contractor shall, at its expense:
(A) Procure for LCI the right to continue using, relying upon and receiving the Work;
(B) Replace or modify the Work to make it non-infringing provided that such replacement or modified Work continues to comply substantially with all applicable specifications or other requirements under this Agreement; or
(C) If neither of the foregoing can be suitably...
Intellectual Property Rights and Indemnification. BFL shall indemnify and save harmless the County, its elected officials, officers, employees and agents from and against any losses, liens, charges, claims, demands, suits, proceedings, recoveries and judgments (including legal fees and costs) arising from infringement, actual or alleged, by the Proposal, its use or misuse, or by any of the deliverables developed or provided or supplied under or used in connection with the Services (including the provision of the Services themselves), of any Canadian, American or other copyright, moral right, trade-mark, patent, trade secret or other thing with respect to which a right in the nature of intellectual/industrial property exists. BFL shall pay all royalties and patent license fees required for the Services. If the Services or any part thereof is in any action or proceedings held to constitute an infringement, BFL shall forthwith either secure for the County the right to continue using the Services or shall at the BFL’s expense, replace the infringing items with non- infringing Services or modify them so that the Services no longer infringe.
Intellectual Property Rights and Indemnification. (a) Vendor shall retain any intellectual property rights, including not but limited to patents, utility models, mask work protections, industrial designs, copyrights and trademarks, in the Materials.
(b) Vendor shall not use any patent, copyright, trademark or other intellectual property rights to preempt, hinder or encumber Oplink, Distributor of Oplink or End Users from their right to use, distribute, market, sell or otherwise dispose of Materials as part of Oplink's products.
(c) Vendor shall protect, indemnify and hold harmless Oplink, its affiliates, directors, officers, and employees against any judgments, liabilities, losses or expenses (including attorney's fees) for infringement of patents, or other intellectual property rights arising out of the use or sale of the Materials supplied to Oplink hereunder. Oplink shall promptly notify Vendor of any such claim, agrees to provide information and reasonable assistance, and give Vendor sole authority to defend or settle such claim. Upon notice of an alleged infringement, Vendor may, at its option and expense, (i) obtain for Oplink the right to continue using the Materials, (ii) replace or modify the product so that it becomes non-infringing or non-violating, (iii) substitute an equivalent non-infringing version of the Material. In the event that none of the above options is reasonably available, either party may terminate this Agreement and Oplink may return any and all Materials paid for and in Oplink's inventory and obtain a refund from Vendor of the price
Intellectual Property Rights and Indemnification. PARIS TAXI shall indemnify and save harmless the County, its elected officials, officers, employees and agents from and against any losses, liens, charges, claims, demands, suits, proceedings, recoveries, and judgments (including legal fees and costs) arising from infringement, actual or alleged, its use or misuse, or by any of the deliverables developed or provided or supplied under or used in connection with the Services (including the provision of the Services themselves), of any Canadian, American or other copyright, moral right, trade- mark, patent, trade secret or other thing with respect to which a right in the nature of intellectual/industrial property exists. PARIS TAXI shall pay all royalties and patent license fees required for the Services. If the Services or any part thereof is in any action or proceedings held to constitute an infringement, PARIS TAXI shall forthwith either secure for the County the right to continue using the Services or shall at PARIS TAXI’S expense, replace the infringing items with non-infringing Services or modify them so that the Services no longer infringe.
Intellectual Property Rights and Indemnification. Version 3Q99-10/29/99
Intellectual Property Rights and Indemnification a. Intellectual property rights. Nothing in this Agreement will constitute a grant or conveyance by either party to the other of any right, title or interest in or to any Intellectual Property of the first party. Any Intellectual Property developed by Ubiterra in the course of performing this Agreement, and any other Intellectual Property developed by Ubiterra relating to the ZoneVu Service, will be the sole and exclusive property of Ubiterra. Feedback and suggestions provided by Customer to Ubiterra regarding the ZoneVu Service will be the property of Ubiterra.
