INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 26.1 Subject to Clause 15, each Party (the “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) against all claims and proceedings arising directly from infringement (or alleged infringement) of any Intellectual Property Rights enforceable in any country in which Service is provided, by reason of the Customer's use of any Service or any item provided as part of the Service. As a condition of this indemnity the Indemnified Party shall:
i. notify the Indemnifying Party promptly in writing of any allegation of infringement;
ii. make no admission relating to the infringement; and
iii. allow the Indemnifying Party to conduct all negotiations and proceedings and give the Indemnifying Party all reasonable assistance.
26.2 If at any time an allegation of infringement of the Intellectual Property Rights is made, the Indemnifying Party may at its own expense modify the Service, or any item provided as part of the Service, so as to avoid the infringement, provided that any such modification does not materially affect the performance of the Service.
26.3 The indemnity in Clause 26.1 does not apply to infringements occasioned by the Indemnified Party's use of the Service, or any item provided as part of the Service, in conjunction with other apparatus or software not supplied by the Indemnifying Party or to infringements occasioned by designs or specifications made by the Indemnified Party. The Indemnified Party shall indemnify the Indemnifying Party against claims, proceedings and expenses arising from such infringements.
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 25.1 Subject to the provisions set forth hereinafter and in Article 26. NON-INFRINGEMENT OF RIGHTS clause herein, TAEC shall defend, indemnify, and hold Customer harmless from and against all damages, obligations, causes of action, suits, or injuries of any kind arising from any actual or claimed infringement of United States, Canada, Mexico, Japan and European Community patents, mask work rights, or copyrights with respect to TAEC’s design or TAEC’s manufacturing of the Prototypes or Products; provided that:
a. Customer shall promptly notify TAEC in writing of any claim of infringement; and
b. TAEC shall have sole control of both the defense of any action on such claim and all negotiations for its settlement or compromise; and
c. Customer shall provide all reasonably necessary authority, information, and assistance to TAEC and its counsel for the defense of such claim.
25.2 Notwithstanding the foregoing, TAEC shall have no liability or obligation to Customer with respect to any intellectual property results infringement or claims thereof based on:
a. TAEC’s compliance with designs, plans, specifications, or other information provided by Customer;
b. Use of the Prototypes or Products in combination with devices or products not purchased hereunder where the Products would not in themselves be infringing;
c. Use of the Prototypes or Products in an application or environment for which such Products were not designed or contemplated;
d. Modifications or additions to Prototypes or Products by Customer;
e. Any claims of infringement of a patent in which Customer, or any affiliate or customer of Customer, has an interest or a license; or
f. Should the owner of such intellectual property rights wish to grant a license to Customer with respect to a claim of patent infringement when the claimant declines to offer a license to TAEC but insists upon dealing only with Customer, notwithstanding TAEC’s good faith efforts to resolve the claim.
25.3 If any Product is held to constitute an infringement or its use is enjoined, TAEC, at its option and at its own expense, may:
a. Procure for Customer the right to continue using such Product royalty-free; or
b. Replace such Product to Customer’s reasonable satisfaction with non-infringing product of equivalent quality and performance; or
c. If (a) and/or (b) above are impracticable, accept the return of such Product for credit, allowing for a reasonable deduction for depreciation.
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 13.1 In the event that proceedings are commenced or threatened by an unaffiliated third party against the Customer or a Related Body Corporate (a “Claim”) alleging that the Customer’s or Re- lated Body Corporate’s use of the Solution as expressly allowed by this Agreement constitutes an infringement of Intellectual Property Rights and subject to clauses 13.2 and 13.4, the Supplier will defend at its expense and indemnify and hold the Custom- er and the Related Bodies Corporate where relevant (“Indemnitees”) harmless from any Claim by paying any liabilities or damages that are finally awarded against the Indemnitees, or agreed with the Supplier in settlement, with respect to any such Claim. The Customer or Related Body Corpo- rate, as the case may be, will provide all reasonable cooperation, information and assistance to the Supplier in the conduct of the defence of such proceedings.
13.2 The Supplier’s obligations under clause 13.1 are contingent on the Customer notifying the Supplier immediately in writing of the Claim and allowing the Supplier to conduct the defence and/or settlement of any such Claim.
13.3 Notwithstanding clause 13.2, the Customer will have the right to participate in such defence or settlement with counsel of its own selection at its sole expense.
13.4 Without limitation to the Supplier’s obligations under clause 13.1, if and to the extent that a Claim is made and there is a reasonable basis for the Claim, the Supplier will, at its expense and in its sole discretion:
(a) use commercially reasonable efforts to obtain for the Customer the right to the continued use of the Solution in accordance with this Agreement; or
(b) use commercially reasonable efforts to replace or modify the Solution so that the alleged infringement ceases and the replacement or modified Solution provides the Customer with the substantially equivalent functionality and performance as provided for under this Agreement; or
(c) terminate the License to the infringing Solution and refund the portion of the Annual Fee, on a pro rata basis, in respect of the infringing Solution or portion thereof in the event the Supplier is unable to secure a continuing right to use the Solution in accordance with (a) above or the re- placement or modification of the Solution in accordance with (b) above.
13.5 The Supplier will have no liability or obligation to indemnify the Indemnitees for any Claim based on:
(a) the unauthorised use or modification of the Solution or the combination...
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 13.1 Subject to the provisions as set forth herein below, Seller shall defend, indemnify, and hold Buyer, its Affiliates and customers, and their officers, directors, stockholders and employees (“Buyer Indemnitees”), harmless from and against all demands, liabilities, losses, penalties, damages, obligations, causes of action, suits, claims, proceedings or injuries of any kind (collectively, “Claims”) arising from any actual or claimed infringement, violation or misappropriation of patents, mask work rights, copyrights or trade secret rights with respect to the Products or any use of the Products.
13.2 In the case of any indemnity under this Agreement:
(i) Buyer shall promptly notify Seller In writing of any claim of infringement upon determining such claim is covered by this indemnity; provided, however, any such failure to notify shall not relieve Seller of its obligations hereunder except to the extent that Seller is actually prejudiced by such failure to notify; and
(ii) Seller shall have sole control of both the defense of any action on such claim and all negotiations for its settlement or compromise; provided, Buyer and any Buyer Indemnitee may participate in any proceeding using counsel approved by Seller in advance (which approval shall not be unreasonably withheld), at its own expense; and provided further, if representation by counsel retained by Seller would be inappropriate because of conflict of interests of Buyer or any Buyer Indemnitee and any other party represented by such counsel, Buyer may so notify Seller in writing and Seller will elect a different counsel; and
(iii) at Seller’s sole cost and expense, Buyer shall provide all reasonably necessary information and assistance to Seller and its counsel for the defense of such claim; and
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject to the provisions set forth herein, Licensor shall, at its own expense, defend any suit brought against Licensee insofar as such suit is based upon a claim that the Development or Run-Time Software in the form as delivered by Licensor hereunder and not modified in any way by Licensee, alone and not in combination with any other product, directly infringes any third party United States patent, copyright, trade secret or other intellectual property right (“third party IP Rights”) when used in accordance with the terms of this Agreement, provided ******* - Material has been omitted and filed separately with the Commission. however that Licensor is notified promptly in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensor’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewith. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price of the Development or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage of the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consent. In the event that the use of Development or Run-Time Software is held to constitute an infringement, or in Licensor’s opinion such claim is likely to succeed, Licensor shall, at its option and at its expense, either obtain for Licensee the right to continue using the Development Software or Run-Time Software, substitute other software with equivalent functional capabilities, modify the Development Software or Run-Time Software so that it is no longer infringing while retaining equivalent functions or terminate this Agreement and refund the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case the applicable provisions of Sections 7.3 and 7.4 shall apply correspondingly.
8.2 Except as provided above, Licensor shall have no liability to Licensee, Third Parties and/or End-Users in the event infringement of any third party IP Rights arises from components of a Designated Application which are not derived directly from the Development Software or Run-Time Software, operating of the Designated Application, but which are introduced into the Designated Application by Li...
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION a. Subject to the provisions of subsection d below, XXXXXX will indemnify and hold Customer, its Affiliates, and their officers, directors, employees and distributors, customers and end users harmless from and against all claims, causes of action, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) asserted by third parties which arise out of a claim that Software Services or Hardware Platforms infringe any patent, copyright or trade secret rights of a third party. The foregoing indemnification shall not apply in the event that and to the extent such claim arises as a result of:
i. the failure of Customer, its Affiliates or any of their employees or agents to comply with any written instructions provided by XXXXXX; or
ii. breach of this Agreement by or negligence or willful misconduct of Customer, its Affiliates or any of their employees or agents; or
iii. any modification of the products or combination of Software Services or Hardware Platforms with other products or processes not made by OKKAMI.
b. If Customer’s use of Software Services or Hardware Platforms is enjoined, or if OKKAMI wishes to minimize its liability hereunder, OKKAMI may, at its option and expense, either:
i. substitute substantially equivalent non-infringing service or platform for the infringing Software Services or Hardware Platforms;
ii. modify the infringing Software Services or Hardware Platforms so that it no longer infringes but remains functionally equivalent; or
iii. obtain for Customer the right to continue using such Software Services or Hardware Platforms. If none of the foregoing is feasible, OKKAMI will accept a return of Software Services or Hardware Platforms which is subject to the injunction and refund to Customer the amount paid, including the license fee applicable thereto. THE FOREGOING SUBSECTIONS a. AND b. STATE THE ENTIRE LIABILITY AND OBLIGATION OF OKKAMI WITH RESPECT TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT.
c. Subject to the provisions of subsection d below, Customer will indemnify and hold OKKAMI, its Affiliates, and their officers, directors, employees harmless from and against all claims, causes of action, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) related to this Agreement and asserted by third parties which arise out of a claim that Software Services or Hardware Platforms infringe any patent, copyrig...
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. Vendor shall INDEMNIFY, DEFEND, AND HOLD HARMLESS the District, its elected officials, employees, officers, and representatives harmless from and against any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) for infringement of any patent, copyright or similar property right including, but not limited to, misappropriation of trade secrets and any infringement by Vendor and its employees and consultants, in connection with any license provided, any deliverable or any Service furnished hereunder, and used by either the District or Vendor within the scope of this Contract (unless said infringement results directly from Vendor’s compliance with District’s written standards or specifications).
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. I3S shall defend, indemnify and hold harmless SEREN, its directors, officers, shareholders, employees and agents and its successors and assigns, from and against any and all claims, demands, actions, liabilities, losses, damages and expenses, including, without limitation, settlement costs and reasonable attorneys' fees, arising out of or relating to any actual or alleged infringement of any third party's trade secrets, trademark, HSDS mark, xxpyright, patent or other intellectual property rights (the "Intellectual Property Rights") in connection with the use of said Intellectual Property Rights hereunder. I3S's obligation pursuant to the immediately preceding sentence is subject to the following conditions: (i) SEREN shall give I3S prompt written notice of all actions, claims or threats against SEREN of infringement or violation of Intellectual Property Rights; (ii) SEREN shall permit I3S to elect to assume complete control of such claims at its sole discretion and expense; and (iii) SEREN shall cooperate fully with I3S in defending against claims, including making known or available to the indemnifying party, upon reimbursement of all costs associated with provision or reproduction of, all records and document pertaining to claims.
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. Subtenant acknowledges the shared nature of the 409 Building and the fact that various business entities and FibroGen’s agents and employees may occupy portions of the 409 Building during the term of this Sublease. It is expressly understood that FibroGen can not guarantee Subtenant’s privacy and protect its trade secrets within the 409 Building. With respect to any and all claims arising out of or connected to a breach of Subtenant’s privacy and protection of its trade secrets associated with Subtenant’s intellectual property rights, Subtenant hereby agrees to indemnify and hold FibroGen harmless against said claims.
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 11.2.1 Supplier agrees to [***] Motorola Indemnified Parties, from any and all Claims [***] to the extent arising from or by reason of any actual or claimed infringement of any patents, trade secrets, trademarks, maskworks, copyrights or other intellectual property rights by the use, license, distribution, importation or sale, of Products [***] provided that: (i) Motorola gives Supplier prompt notice in writing of any such Claim and permits Supplier, through counsel of its choice, to answer the charge of infringement and defend the Claim; (ii) Motorola provides Supplier information, assistance and authority, at Supplier’s expense, to enable Supplier to defend the Claim; and (iii) Motorola gives Supplier full control of any settlement negotiations. If Supplier has taken over the defense of any such infringement Claim pursuant to this Section 11.2, Motorola agrees to assert, or permit Supplier to assert on Motorola’s behalf, against such third party, any defense that Motorola may have to such infringement Claim, [***]
11.2.2 If the use of any portion of the Products provided hereunder is or is reasonably likely to be enjoined or excluded from importation as a result of any such Claim of infringement, then Supplier, at no expense to Motorola and its customers, will either (i) procure the right for Motorola and its customers to continue using the Products or (ii) replace or modify the Products so that they become non-infringing [***] . In addition, Supplier agrees [***] will act in good faith to satisfy its foregoing obligations, as soon as practical after the use of any portion of the Products provided hereunder is [***] as a result of any such Claim of infringement. If such Claim of infringement or any suit or proceeding based thereon is also directed to products supplied to Motorola by third-party suppliers, [***]
11.2.3 [***] [***]
