Intellectual Property Rights Indemnities. 13.1 In addition to, and without prejudice to, Clause 12 and Clauses 13.2 to 13.5, the Company shall indemnify and keep indemnified the RTHK, its authorized users, assigns and successors-in-title (collectively “indemnified parties”) from and against:
Intellectual Property Rights Indemnities. Cedara shall defend, indemnity and hold harmless Surgi-Vision, and its directors, officers, employees, contractors, agents and suppliers, from any claims, losses, damages, penalties, judgments and liabilities, including all reasonable related costs and expenses, arising in connection with any action or claim that the Cedara Software infringes any Canadian or United States patent or any other intellectual property and/or proprietary right of a third party, provided that (i) Surgi-Vision cooperates with Cedara’s reasonable requests for assistance in the defence; and (ii) Cedara controls the defence, negotiation and settlement of any such claim; provided, that Cedara shall not settle or compromise any claim that would adversely affect the rights of Surgi-Vision without the prior written consent of Surgi-Vision, such consent not to be unreasonably withheld.
Intellectual Property Rights Indemnities. Supplier warrants and represents that (i) it owns or has obtained valid licenses or rights to all Intellectual Property Rights in the Products, Services and Documentation; and (ii) the sale of the Products, Services and Documentation hereunder and Fujitsu’s use and distribution thereof shall not infringe the Intellectual Property Rights of any third party. Supplier shall at its own expense defend, indemnify and hold Fujitsu and its affiliates and customers (collectively, “Fujitsu Indemnitees”) harmless from any and all claims, costs, expenses, damages or other liabilities, including court costs, reasonable attorneys' fees and settlement costs (collectively “Costs”), arising out of or relating to the infringement or suspected infringement of any Intellectual Property Rights or the misappropriation or suspected misappropriation of trade secrets or other proprietary rights, arising out of or relating to the manufacture, use, transfer, sale or other distribution of the Products, Services or Documentation, whether alone or in combination with other items. If the manufacture, use, transfer, sale or other distribution of any of the Products, Services or Documentation by a Fujitsu Indemnitee constitutes an infringement or misappropriation or is enjoined, Supplier shall, at its own expense and option, (a) procure for all Fujitsu Indemnitees the right to continue using, transferring, selling, and otherwise distributing such Product, Service or Documentation; (b) modify such Product, Service or Documentation so that it becomes non-infringing, while conforming to the applicable specifications; or (c) replace such Product, Service or Documentation with a non-infringing substitute, which conforms to the applicable specifications.
Intellectual Property Rights Indemnities. 7. The Charging Service Provider shall indemnify and keep the Government, its authorized users, assigns, and successors-in-title fully and effectively indemnified against all actions, costs, claims, demands, damages, expenses (including without limitation the fees and disbursements of lawyers, agents and expert witnesses) and any awards and costs which may be agreed to be paid in settlement of any proceedings and liabilities of whatsoever nature arising out of or in connection with any allegation and/or claim that the performance of this Agreement or the design, development, provision, use, possession or operation of All Facilities and/or the Deliverables infringes any Intellectual Property Rights or any other rights of any person.
Intellectual Property Rights Indemnities. Supplier at its own expense shall defend, indemnify and hold Fujitsu and its affiliates and customers (collectively hereafter in this Clause, “Fujitsu Indemnitees”) harmless from any and all claims, costs, expenses, damages or other liabilities, including court costs and reasonable attorneys' fees, arising out of or relating to any patent, trademark, copyright or other intellectual property infringement claims or claims based on misappropriation of trade secret or other proprietary rights arising out of or relating to the manufacture, use, transfer, sale or other distribution of the Products, Services or Documentation, whether alone or in combination with other items. If the manufacture, use, transfer, sale or other distribution of any of the Products, Services or Documentation by a Fujitsu Indemnitee constitutes an infringement or misappropriation or is enjoined, Supplier shall, at its own expense and option,
Intellectual Property Rights Indemnities. Supplier at its own expense shall defend, indemnify and hold Fujitsu and its affiliates and customers (collectively hereafter in this Clause, “Fujitsu Indemnitees”) harmless from any and all claims, costs, expenses, damages or other liabilities, including court costs and reasonable attorneys' fees, arising out of or relating to any patent, trademark, copyright or other intellectual property infringement claims or claims based on misappropriation of trade secret or other proprietary rights arising out of or relating to the manufacture, use, transfer, sale or other distribution of the Products, Services or Documentation, whether alone or in combination with other items. If the manufacture, use, transfer, sale or other distribution of any of the Products, Services or Documentation by a Fujitsu Indemnitee constitutes an infringement or misappropriation or is enjoined, Supplier shall, at its own expense and option, (i) procure for all Fujitsu Indemnitees the right to continue using, transferring, selling, and otherwise distributing such Product, Service or Documentation, (ii) modify such Product, Service or Documentation so that it becomes non-infringing, while conforming to the applicable Specifications, or (iii) replace such Product, Service or Documentation with a non-infringing substitute, which conforms to the applicable Specifications. The rights of Fujitsu Indemnitees under this Section shall not become time-barred.
Intellectual Property Rights Indemnities. 12.1. The Supplier shall indemnify and keep indemnified the Customer from and against all costs, claims, demands, liabilities, expenses, damages or losses of whatever nature (including but not limited to legal and other professional costs and expenses) arising out of or from, or incurred by reason of, any claim by any third party of any infringement or alleged infringement of any Intellectual Property Rights as a result (direct or indirect) of the provision, receipt, use, or possession of any intellectual property and/or Services provided by or on behalf of The Supplier provided that:
Intellectual Property Rights Indemnities. Merge OEM will defend, indemnify and hold harmless VAR, and its directors, officers and employees, from any claims, losses, damages, penalties, judgments and liabilities, including all reasonable related costs and expenses, arising in connection with any action or claim that the Merge OEM Software infringes any third party copyright or trade secrets, provided that (i) VAR cooperates with Merge OEM’s reasonable requests for assistance in the defence; and (ii) Merge OEM controls the defence, negotiation and settlement of any such claim.
Intellectual Property Rights Indemnities. (a) Any ownership rights, marketing rights, title or other rights to products now or in the future belonging to SEEC shall remain vested in SEEC. Any ownership rights, marketing rights, title or other rights to products now or in the future belonging to VIASOFT shall remain vested in VIASOFT, except as provided in Sections 14(b) below. Each party shall own exclusive rights to the trademarks and service marks it creates. Neither party shall have the right to use trademarks or service marks of 'the other party without the other party's express written consent except for use of names in the context of providing copyright notices on the Licensed Programs or SEEC materials or VIASOFT materials. Neither party will do anything to infringe or knowingly jeopardize the copyright interests or Confidential Information of the other party.
Intellectual Property Rights Indemnities. Supplier at its own expense shall defend, indemnify and hold Fujitsu and its affiliates and customers (collectively hereafter in this Clause, “Fujitsu Indemnitees”) harmless from any and all claims, costs, expenses, damages or other liabilities, including court costs and reasonable attorneys' fees, arising out of or relating to any patent, trademark, copyright or other intellectual property infringement claims or claims based on misappropriation of trade secret or other proprietary rights arising out of or relating to the manufacture, use, transfer, sale or other distribution of the Products, Services or Documentation for their intended purpose. If the manufacture, use, transfer, sale or other distribution of any of the Products, Services or Documentation by a Fujitsu Indemnitee constitutes an infringement, Supplier shall, at its own expense and option, (i) procure for all Fujitsu Indemnitees the right to continue using, transferring, selling, and otherwise distributing such Product, Service or Documentation, (ii) modify such Product, Service or Documentation so that it becomes non- infringing, while conforming to the applicable Specifications, or (iii) replace such Product, Service or Documentation with a non-infringing substitute, which conforms to the applicable Specifications. The rights of Fujitsu Indemnitees under this Section shall not become time-barred.
