INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services. (b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify. (c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement. (d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services. (e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof. (f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation. (g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 39 contracts
Samples: Terms and Conditions, Terms and Conditions, Terms and Conditions
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 13.1 The Supplier shall indemnify the Client and its Affiliates and shall keep the Client and its Affiliates fully and effectively indemnified against any and all claims, demands, actions, expenses, losses, damages and costs (aincluding legal costs) Customer shall promptly notify Signify that may be suffered by or incurred by the Client and its Affiliates or awarded or agreed by the Supplier to be paid to any third party in respect of any claim or action that the provision of the Services and/or provision of access to and use of the E-learning System infringes the intellectual property rights of any third party claim alleging that (an “IPR Infringement”).
13.2 Where an IPR Infringement arises, the Client shall:
(A) give notice to the Supplier of any IPR Infringement as soon as reasonably practicable upon becoming aware of it;
(B) give the Supplier the sole conduct of the Products and/or Services supplied defence to Customer any claim or action in respect of any IPR Infringement subject to the approval by Signify infringes the Client of any third party IPR. Upon acts or omissions taken in the conduct of such noticedefence or settlement of any such claim if the Client gives notice that it requires such approval;
(C) not at any time admit liability or otherwise attempt to settle or compromise the said claim or action without the consent of the Supplier; and
(D) act in accordance with the reasonable instructions of the Supplier and give to Supplier such assistance as it shall reasonably require in respect of the conduct of the said defence including the filing of all pleadings and other court process and the provision of all relevant documents.
13.3 The Supplier shall reimburse the Client its costs incurred on an indemnity basis in complying with the provisions of Clause 13 above.
13.4 The Supplier shall immediately notify the Client if any claim or demand is made or action brought against the Supplier for any IPR Infringement which may affect the performance of this Agreement.
13.5 In the event of an IPR Infringement, Signify the Supplier may at its own option and at its own expense either: and subject to the consent of the Client, (isuch consent not to be unreasonably withheld, conditioned or delayed):
(A) procure for Customer the Client the right to continue using such Product and/or Servicesthe materials, documentation or works affected in accordance with the terms of this Agreement; or or
(ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iiiB) modify such Product such that it is no longer infringing; or replace the infringing part of the materials, documentation or works affected (ivwithout detracting from its overall scope or specification) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
(b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held terms of this Agreement shall apply mutatis mutandis to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.such modified or replaced materials, documentation or works; or
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will 13.6 If Clauses 13.5.1 or 13.5.2 cannot be liable foraccomplished on reasonable terms, and the obligations of Signify set out in terminate this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, Agreement in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer further infringement.
13.7 The obligations of the Products and/or Services parties under this Clause 13 shall survive the expiry or parts to which such notice relates and Signify will not be liable to Customer by virtue the termination of such termination, suspension or discontinuationthis Agreement for whatever reason.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 5 contracts
Samples: End User Licence Agreement, Service Agreement, Service Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 11.1 The Supplier shall indemnify the Customer against all liabilities, costs, damages and expenses (aincluding reasonable legal fees) finally awarded against Customer shall promptly notify Signify by a court of competent jurisdiction or agreed to in a written settlement agreement for actual or alleged infringement of a third party's Intellectual Property Rights in the UK, arising out of or in connection with use of the Services or receipt of the benefit of the Services, provided that, if any third party claim alleging that any makes a claim, or notifies an intention to make a claim, against the Customer which may reasonably be considered likely to give rise to a Liability under this indemnity (Claim), the Customer:
11.1.1 as soon as reasonably practicable, gives written notice of the Products Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
11.1.2 shall not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);
11.1.3 permits Supplier sole control, through counsel of Supplier’s choice, to defend and/or settle such a suit;
11.1.4 gives the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier's expense) for the purpose of assessing the Claim; and
11.1.5 subject to the Supplier providing security to the Customer to the Customer's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, takes such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
11.2 Without prejudice to clause 10.4, the Supplier shall not in any circumstances have any Liability for any claim of infringement of Intellectual Property Rights to the extent:
11.2.1 caused or contributed to by the Customer's use of the Services in combination with software or services not supplied or approved in writing by the Supplier; or
11.2.2 where the claim for infringement arises in respect of a feature of the Services which was specified or provided by the Customer.
11.3 If use of the Services or receipt of the benefit of the Services becomes, or, in the opinion the Supplier, is likely to Customer by Signify infringes become, the subject of any third party IPR. Upon such noticeClaim, Signify may at its own option and at its own expense either: the Supplier may:
11.3.1 replace all or part of the Services with functionally equivalent services without any charge to the Customer;
11.3.2 modify the Services as necessary to avoid such claim, provided that the Services (ias amended) function in substantially the same way as the Services before modification;
11.3.3 procure for the Customer a licence or rights from the relevant claimant to continue using the Services.
11.4 If:
11.4.1 the Services are finally determined in a court of law to be infringing;
11.4.2 the Supplier is advised that use or possession by the Customer of the Services in accordance with this MSA is likely to constitute infringement of a third party's rights; or
11.4.3 an injunction or similar order is granted in connection with any Claim falling within the scope of clause 11.1 which prevents or restricts the use by the Customer of the Services in accordance with this MSA, and the Supplier is unable, after making all reasonable endeavours , to procure for the Customer the right to continue using such Product and/or the infringing Services; , or (ii) to provide a replacement non-the Customer with functionally equivalent non -infringing services, the supply of the infringing product Services will be terminated and the Supplier will make no further charge for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or these infringing Services.
11.5 If a payment due from the Supplier under this clause is subject to tax (b) In whether by way of direct assessment or withholding at its source), the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authoritybe entitled to receive from the Supplier such amounts as shall ensure that the net receipt, at the option and cost of Signifyafter tax, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services the payment is the same as supplied by Signify under an Agreement directly infringe any third party IPR, provided that it would have been were the infringement is held payment not subject to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreementtax.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out 11.6 Nothing in this section 11 will not apply to: (i) any claim clause shall restrict or limit the Customer's general obligation at law to mitigate a loss it may suffer or i ncur as a result of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation may give rise to any Products and/or Services supplied or to be supplied a Claim under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuationthis indemnity.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 3 contracts
Samples: Master Service Agreement, Master Service Agreement, Master Service Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify of any third third-party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
(b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence defense of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence defense of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence defense thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer a. The Contractor shall promptly notify Signify indemnify, protect and hold UPM safe and harmless against any claim, suit, proceeding or action which may be instituted or brought by any third party against UPM and/or the Contractor in any connection with any allegation that the normal use or possession of any goods supplied by the Contractor to UPM related to the WORKS infringes the intellectual property rights, registered designs, trade marks or copyright or any other proprietary or protecting right of any third party claim alleging that any and further the Contractor shall entirely and solely be responsible at the Contractor's own expense to pay all damages and costs, if any, awarded against UPM. The Contractor shall pay resulting costs, damages and attorney's fees finally awarded provided that:-
i. UPM promptly notifies the Contractor in writing of the Products and/or Services claim; and
ii. The Contractor has sole control of the defense and all related settlement or negotiations.
b. In the event of the Contractor not responding to UPM, within seven (7) days of receipt of UPM notification of such claim or in the event of UPM being compelled to respond to any such claim (whichever is the sooner), UPM shall be entitled to defend any such claim and be reimbursed for any costs up until that point in time at which the Contractor formally notifies UPM that it will take control of the defense and all related settlement or negotiations. UPM shall be entitled for reimbursement from the Contractor for costs, damages and receipted out-of-pocket expenses incurred (up to that point in time referenced above) for defending any such above referenced claim.
c. If in such claim, suit, proceeding or actions the goods supplied by the Contractor are adjudged by any court of law or such other authority to Customer by Signify infringes have infringed the intellectual property rights, registered designs, trade marks or copyrights of any third party IPR. Upon such noticeor in the case of settlement of the matter as referred to above, Signify may at its own the Contractor shall have the option and to either, at its own expense either: (i) procure for Customer the UPM such right to continue using such Product and/or Services; the said goods or (ii) provide a replacement non-infringing modify the same so as not to infringe the said intellectual property rights or to refund UPM the full value of the said goods or any other product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
(b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the AgreementContractor.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 2 contracts
Samples: Contract for Rental Services, Contract for Rental Services
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (aA) Customer The Parties agree that any inventions, discoveries, patentable subject matter, copyrightable subject matter, mask works, or similar intellectual property (hereafter collectively referred to as “IP”) conceived, invented, reduced to practice, developed, authored or otherwise created by Seller (including without limitation employees of Seller and consultants, subcontractors or others working for or at Seller’s direction or request), jointly with Buyer, are included within data, and shall promptly notify Signify be owned exclusively by Buyer (hereafter “Buyer IP”). Xxxxxx further agrees to disclose in writing to Buyer, at Xxxxx’s request, any Buyer IP not otherwise made known to Buyer and, at Buyer’s request, to assist Buyer or its attorneys and other representatives in preparing and filing applications to register or issue Buyer IP including without limitations applications for copyright registration and applications for patent. Seller further agrees to make, execute and deliver or cause to be made, executed and delivered, any and all such further documents, instruments, agreements, and assurances, and take all such other actions as may be reasonably necessary or proper to carry out the terms and intent of this Clause, including without limitation any documents necessary or proper to evidence, record, reflect, perfect or exploit Buyer’s right, title and interest to such Buyer IP. Seller further agrees not to permit any person to perform work for or at the direction or request of Seller unless such person has a written agreement with Seller consistent with the foregoing and the exclusive rights of Buyer in and to the Buyer IP. Any invention or intellectual property first made or conceived by Xxxxxx in the performance of this Order or which is derived from or based on the use of confidential information supplied by Buyer will be considered a “work made for hire” and will be and become the property of Buyer; and Seller shall execute any documents necessary to perfect Buyer’s title thereto.
(B) All drawings, specifications, information and data, if any, furnished or paid for by Buyer, shall be subject to the provisions of Clause 17 (Confidential and Proprietary Information), shall be or remain the property of Buyer and shall be used only in filling Orders for Buyer. Upon completion, termination or cancellation of an Order, Seller shall return all drawings, specifications, information and data to Buyer within thirty (30) days.
(C) With respect to Goods delivered under an Order, Seller shall save Buyer, its agents, customers, and users of its products harmless from all claims, loss, damage and liability incurred on account of any infringement or alleged infringement of a patent, copyright, or trademark or misappropriation of a trade secret or other violation of an intellectual property right of a third party party, arising out of the manufacture, sale, or use of such Goods by Seller, Buyer, Buyer's agents, customers, or users of its products. In the event of any claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes Goods furnished hereunder infringe any third party IPR. Upon such noticepatent, Signify may copyright, trademark or similar right Seller may, at its own option and at its own expense eitherexpense: (i) procure for Customer Buyer and its customers the right to continue using such Product and/or Services; the Goods, or (ii) provide a replacement replace or modify the Goods so that such Goods are non-infringing product for such Product infringing. Further, Seller shall at its own expense (including but not limited to the payment of equivalent functionality; attorneys’ fees, court costs and any bond or appeal from any adverse judgment) defend (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
(b) In and in the event that a claim referred to under section 11(a) results in any legal proceedingsof final judgment, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court or other monetary relief pay such judgment or award) all claims, suits and actions against Buyer, its agents, customers or users of competent jurisdiction holding that Products and/or Services as supplied by Signify under its products in which such infringement or other violation of an Agreement directly infringe intellectual property right of any third party IPRis alleged, provided that the infringement Seller is held to be directly notified of such claims, suits and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will actions. This indemnification does not apply to: (i) any claim to Goods manufactured to detailed designs developed and furnished by Buyer. The provisions of infringement this Section survive termination or completion of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Servicesall Orders hereunder.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 2 contracts
Samples: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 25.1 The Supplier shall:
(a) indemnify the Customer shall promptly notify Signify of against any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
(b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages finally awarded by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe against the Customer arising out of or in connection with any third party IPR, provided that IPR Claim or any settlement sum agreed between the infringement is held to be directly Supplier and solely attributable the claimant relating such IPR Claim; and
(b) conduct or (at its option) settle any IPR Claim (at no cost to the use by Customer).
25.2 In relation to any IPR Claim which comes to its attention the Customer shall:
(a) promptly notify the Supplier of the Products and/or Service as supplied by Signify under IPR Claim;
(b) procure any authorisation reasonably required for the Agreement.Supplier to conduct or settle the IPR Claim;
(c) provide the Supplier (at the Supplier’s cost) with all reasonable assistance to conduct or settle the IPR Claim; and
(d) Notwithstanding anything not admit, compromise or settle any part of the IPR Claim without first obtaining the Supplier’s written agreement.
25.3 In respect of any Service or component of the Software that is the subject of an IPR Claim the Supplier shall (at no cost to the contrary Customer) use its reasonable endeavours to either:
(a) procure the right for the Customer to continue to use that Service component in accordance with this Agreement; or
(b) modify or replace the Service or Software component so that it no longer infringes any third party's Intellectual Property Rights provided that in doing so the Agreementscope, Signify will functionality and performance of the Service or Software (as applicable) are not be liable formaterially adversely affected.
25.4 The Supplier shall not indemnify the Customer under clause 25.1 to the extent that the IPR Claim arises from:
(a) any modification to the relevant Deliverable made by the Customer or requested by the Customer from the Supplier or any Third Party but only to the extent that the requirements contained within such request cause such infringement;
(b) the Customer using any Deliverable otherwise than as expressly permitted by this Agreement and in accordance with the Supplier’s instructions;
(c) the combination of any Deliverable, and or interfacing the obligations of Signify relevant Deliverable with, any Third Party Software product.
25.5 The remedies set out in this section 11 will not apply to: (i) any claim clause 25 shall be the sole and exclusive remedies of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use the Customer in respect of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or ServicesClaim.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 2 contracts
Samples: Licence Agreement, Licence Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 11.1 The Supplier shall indemnify the Customer against all liabilities, costs, damages and expenses (including reasonable legal fees) finally awarded against Customer by a court of competent jurisdiction or agreed to in a written settlement agreement for actual or alleged infringement of a third party's Intellectual Property Rights in the UK arising out of or in connection with use of the Services, or receipt of the benefit of the Services, provided that, if any third party makes a claim, or notifies an intention to make a claim, against the Customer which may reasonably be considered likely to give rise to a liability under this indemnity (Claim), the Customer:
(a) as soon as reasonably practicable, gives written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
(b) shall not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);
(c) permits Supplier sole control, through counsel of Supplier’s choice, to defend and/or settle such a suit;
(d) gives the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier's expense) for the purpose of assessing the Claim; and
(e) subject to the Supplier providing security to the Customer to the Customer's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, takes such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
11.2 Without prejudice to clause 10.4, the Supplier shall promptly notify Signify not in any circumstances have any liability for any claim of infringement of Intellectual Property Rights:
(a) caused or contributed to by the Customer's use of the Services in combination with software not supplied or approved in writing by the Supplier;
(b) where the claim for infringement arises in respect of a feature of the Services which was specified by the Customer.
11.3 If use of the Services or receipt of the benefit of the Services becomes, or, in the opinion the Supplier, is likely to become, the subject of any third party claim alleging that any such claim, the Supplier may:
(a) replace all or part of the Products Services with functionally equivalent services, software or documentation without any charge to the Customer;
(b) modify the Services as necessary to avoid such claim, provided that the Services, Licensed Software and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such noticeDocumentation (as amended) functions in substantially the same way as the Services, Signify may at its own option and at its own expense either: before modification;
(ic) procure for the Customer a licence from the relevant claimant to continue using the Services.
11.4 If:
(a) the Services is determined in a court of law to be infringing;
(b) the Supplier is advised that use or possession by the Customer of the Services in accordance with this Agreement is likely to constitute infringement of a third party's rights; or
(c) an injunction or similar order is granted in connection with any claim falling within the scope of clause 11.1 which prevents or restricts the use or possession by the Customer of the Services in accordance with this Agreement, and the Supplier is unable, after best efforts, to procure for the Customer the right to continue using such Product the infringing Services, or to provide the Customer with functionally equivalent non- infringing services, software and/or Services; or (ii) provide a replacement non-documentation, the supply of the infringing product services will be terminated and the Supplier will make no further charge for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Servicesthese infringing services.
11.5 If a payment due from the Supplier under this clause is subject to tax (b) In whether by way of direct assessment or withholding at its source), the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authoritybe entitled to receive from the Supplier such amounts as shall ensure that the net receipt, at the option and cost of Signifyafter tax, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services the payment is the same as supplied by Signify under an Agreement directly infringe any third party IPR, provided that it would have been were the infringement is held payment not subject to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreementtax.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out 11.6 Nothing in this section 11 will not apply to: (i) any claim clause shall restrict or limit the Customer's general obligation at law to mitigate a loss it may suffer or incur as a result of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation may give rise to any Products and/or Services supplied or to be supplied a claim under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuationthis indemnity.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 2 contracts
Samples: Master Services Agreement, Master Services Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
(b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 this Clause 38.10, the Contractor shall indemnify the Authority and 12, Signify will reimburse Customer each Authority Related Party on written demand in respect of all Losses incurred by or awarded against the Authority or that Authority Related Party in connection with any final award of damages claim or action against the Authority or that Authority Related Party by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided Third Party that the infringement receipt by the Authority or that Authority Related Party of any Services (or any part of them) infringes the Intellectual Property Rights of that Third Party (Contractor IPR Claim) within the time specified in that written demand and shall take all steps necessary to defend the Contractor IPR Claim.
(b) The Authority agrees that:
(i) it shall notify the Contractor in writing as soon as reasonably practicable of any Contractor IPR Claim of which the Authority has notice;
(ii) the Contractor shall (subject to Clause 38.10(c)) upon notification in accordance with Clause 38.10(a), assume exclusive conduct of the Contractor IPR Claim (which shall include the exclusive right to conduct any proceedings or action, negotiate the settlement of the Contractor IPR Claim and conduct all discussions and dispute resolution efforts in connection with the Contractor IPR Claim);
(iii) once the Contractor has assumed conduct of the Contractor IPR Claim in accordance with Clause 38.10(b)(ii), no Authority Related Party shall admit any liability or agree to any settlement or compromise of the Contractor IPR Claim without the prior written consent of the Contractor, which shall not be unreasonably withheld or delayed;
(iv) the Authority shall, at the Contractor's request, cost and expense, give the Contractor all reasonable assistance in connection with the conduct of the Contractor IPR Claim including access to personnel and provision of documents; and
(v) until the Contractor assumes exclusive conduct of the Contractor IPR Claim in accordance with Clause 38.10(b)(ii), the Authority shall take all proper action to deal with the Contractor IPR Claim so as to minimise the extent of any amount payable under that claim.
(c) If any Contractor IPR Claim is held made, or in the Authority's reasonable opinion is likely to be directly made, against any Authority Related Party, the Contractor shall promptly and solely attributable at its cost and expense either:
(i) obtain for that Authority Related Party the right to continue using the use by Customer Services in the manner permitted under this Agreement; or
(ii) modify or replace the infringing part of the Products and/or Service Services so as supplied by Signify under to avoid the Agreementinfringement or alleged infringement but in such a way that it complies with the representations and warranties in this Agreement in relation to all and every part of the Services.
(d) Notwithstanding anything to the contrary provided The indemnity in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will Clause 38.10(a) shall not apply to: to any Contractor IPR Claim which arises directly and solely from:
(i) any claim changes to the Contractor System made by the Authority without the written consent of infringement of third party IPR resulting from compliance with Customer’s designthe Contractor, drawings, specifications which consent shall not be unreasonably withheld or instructionsdelayed; or or
(ii) the use of the Contractor System in combination with any Productsother materials, deliverables and/or Services other than in accordance with its specifications software, equipment or any claim based on systems not supplied or resulting from any modification approved by the Contractor, which approval shall not be unreasonably withheld or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Servicesdelayed.
(e) With regard Subject to the provisions of this Clause 38.10, the Authority shall indemnify the Contractor on written demand in respect of all Losses incurred by or awarded against the Contractor in connection with any claim or action against the Contractor by any Third Party that the use or possession by the Contractor of infringement covered materials made available to the Contractor by section 11 the Authority (d), Customer shall fully indemnify Signify against the Authority Supplied Materials) (or any award part of damages for any such infringement them) infringes the Intellectual Property Rights of that Third Party (Authority IPR Claim) within the time specified in that written demand and shall reimburse take all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority steps necessary to conduct defend the defence thereofAuthority IPR Claim.
(f) In The Contractor agrees that:
(i) it shall notify the event that Signify receives notice claiming infringement Authority in writing as soon as reasonably practicable of third party any the Authority IPR Claim of which the Contractor has notice;
(ii) the Authority shall upon notification in relation accordance with Clause 38.10(f)(i) assume exclusive conduct of the Authority IPR Claim (which shall include the exclusive right to conduct any proceedings or action, negotiate the settlement of the Authority IPR Claim and conduct all discussions and dispute resolution efforts in connection with the Authority IPR Claim);
(iii) once the Authority has assumed conduct of the Authority IPR Claim in accordance with Clause 38.10(f)(ii) the Contractor shall not admit any liability or agree to any Products and/or Services supplied settlement or to be supplied under compromise of an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue Authority IPR Claim without the supply or performance to Customer prior written consent of the Products and/or Services or parts to Authority, which such notice relates and Signify will shall not be liable unreasonably withheld or delayed;
(iv) the Contractor shall, at the Authority's request, cost and expense, give, the Authority all reasonable assistance in connection with the conduct of the Authority IPR claim, including access to Customer by virtue its personnel and the provision of such terminationdocuments; and
(v) until the Authority assumes exclusive conduct of the Authority IPR Claim in accordance with Clause 38.10(f)(ii), suspension or discontinuationthe Contractor shall take all proper action to deal with the Authority IPR Claim so as to minimise the extent of the amount payable under that claim.
(g) Subject The indemnity in Clause 38.10(e) shall not apply to any Authority IPR Claim to the exclusions extent it arises directly from:
(i) any changes to the Authority Supplied Materials made by the Contractor without the written consent of the Authority, which consent shall not be unreasonably withheld or delayed; or
(ii) the use of those Authority Supplied Materials in combination with any other materials, software, equipment or systems not supplied or approved by the Authority, which approval shall not be unreasonably withheld or delayed.
(h) This Clause 38.10 shall remain in full force and limitations set forth in section 12, the foregoing states the entire liability effect notwithstanding any expiry or termination of Signify for infringement of third party IPR in connection with the supply of Products and/or Servicesthis Agreement.
Appears in 1 contract
Samples: Services Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify As Xxxxxx'x sole remedy for a breach of warranty under Section 4.9 (a) (iii), Vendor will defend, or settle at Vendor's option, any claim, suit, or proceeding brought against Ingram or its customers, insofar as it is based on a claim that a Product, or any part thereof, furnished by Vendor under this Agreement constitutes an infringement of any third party claim alleging party's United States patent, copyright, trademark, trade name, other proprietary right, or unauthorized trade secret use; provided that any Vendor will have sole control of such defense or settlement and that Vendor will be relieved of the Products and/or Services supplied foregoing obligations unless (i) Vendor is notified promptly in writing of such claim, and (ii) Vendor is given, by Ingram or its customers, authority, information and reasonable assistance (at Vendor's expense) to Customer by Signify infringes handle the claim or the defense of any third party IPRsuit or proceeding. Upon Vendor agrees to pay all damages and costs awarded therein against Ingram and its customers. Vendor shall not be responsible for any cost or expenses incurred without Vendor's prior written consent.
(b) In case any Product or any part thereof in such noticesuit is held to constitute an infringement and its use is enjoined, Signify may at its own option and Vendor shall, at its own expense eitherand at its option: (i) procure for Customer Ingram and its customers the right to continue using such Product and/or Services; use, or (ii) provide if applicable, replace the same with a replacement non-infringing product for such Product program and documentation of equivalent functionality; or function and performance, (iii) modify such Product such that it is no longer infringing; ------------------------------------------------------------------------------ CONFIDENTIAL VENDOR INITIALS ________ XXXXXX'X INITIALS ________ Confidential treatment has been requested with respect to the omitted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. them so they become non-infringing without detracting from function or performance, or (iv) remedy request that Ingram and its customers remove the Product, whereupon Vendor shall refund all purchase price paid for such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
(b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signifyremoved.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreementherein, Signify will Vendor does not warrant that, and shall not be liable forobligated to provide a defense to a claim of infringement if, and the obligations of Signify set out in this section 11 will not apply to: (i) Vendor's Product is alleged to infringe any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR property right covering any assembly, circuit, combination, method or process, in the manufacture, testing or application process in which such Products and/or Services supplied by Signify any of the Product may have been usedbe used but not covering the Product standing alone; (ii) any combination of the Product with other software or hardware; or (iviii) any claim the modification of infringement resulting from compliance with an industry standard applying to the Products or ServicesProduct, unless such modification was made by Vendor.
(ed) With regard Vendor agrees that in all cases it will provide adequate assurance to Ingram regarding the risk of any claim of infringement covered by section 11 (d), Customer shall continued sales and will fully indemnify Signify against any award Ingram and if no action is taken within ninety (90) days of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit either a claim or proceeding for such judicial determination of infringement, provided that Signify gives Customer prompt notice in writing of any such suit Ingram may return the Product to Vendor for a full credit against future purchases or proceeding for infringement anda cash refund, if so requested, full authority to conduct the defence thereofat Xxxxxx'x option.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 1 contract
Samples: Distribution Agreement (Roxio Inc)
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) 14.1. Subject to the remainder of this Clause 14, Xxxxxx Partners Pte Ltd shall indemnify Customer shall promptly notify Signify from and against Losses incurred by Customer as a result of amounts awarded in judgment or settlement of any third party claim alleging or proceeding against Customer that any Customer’s use of the Products and/or Services supplied AML/CFT Platform or the Forensics Platform (as applicable), within the scope of the rights of use granted to Customer by Signify under these Terms, infringes any the Intellectual Property Rights of a third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services“IPR Claims”).
(b) In the 14.2. Customer shall notify Xxxxxx Partners Pte Ltd in full, accurate and complete detail in writing promptly after it becomes aware of any event that or any allegation, claim, demand, proceeding or other action, which it believes may give rise to a claim referred for indemnification under Clause 14.1 (an “Indemnified Claim”).
14.3. Customer shall:
1. allow Xxxxxx Partners Pte Ltd sole authority to under section 11(a) results control the defence and settlement of any Indemnified Claim;
2. provide Xxxxxx Partners Pte Ltd with all reasonable cooperation in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claimIndemnified Claim; and
3. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence not settle or compromise any Indemnified Claim or make any admission of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify liability without the express prior written consent of Signify.Xxxxxx Partners Pte Ltd.
(c) Subject 14.4. Notwithstanding Clause 14.1 or any provision of these Terms to the provisions of sections 11 and 12contrary, Signify will reimburse Xxxxxx Partners Pte Ltd shall have no liability whatsoever to Customer in respect of any final award IPR Claims based on or arising directly or indirectly as a result of:
1. Customer exceeding the scope of damages any right, licence or consent to use the AML/CFT Platform and/or the Forensics Platform (as applicable) under these Terms; 2. any use of the AML/CFT Platform and/or the Forensics Platform (as applicable) not in accordance with these Terms or the Documentation;
3. a breach by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe Customer or any third party IPRof any of the restrictions outlined in Clause 8; 4. any use of the AML/CFT Platform and/or the Forensics Platform (as applicable) in combination with other products, provided that the infringement is held hardware, equipment, software or data not expressly authorised by Xxxxxx Partners Pte Ltd to be directly and solely attributable to used with the use by Customer of AML/CFT Platform and/or the Products and/or Service Forensics Platform (as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructionsapplicable); or (ii) 5. use of any Products, deliverables release of any element of the AML/CFT Platform and/or Services the Forensics Platform (as applicable) other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service the most current release made by or on behalf of available to Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.or
Appears in 1 contract
Samples: Terms and Conditions
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify As Xxxxxx'x sole remedy for a breach of warranty under Section 4.9 (a) (iii), Vendor will defend, or settle at Vendor's option, any claim, suit, or proceeding brought against Ingram or its customers, insofar as it is based on a claim that a Product, or any part thereof, furnished by Vendor under this Agreement constitutes an infringement of any third party claim alleging party's United States patent, copyright, trademark, trade name, other proprietary right, or unauthorized trade secret use; provided that any Vendor will have sole control of such defense or settlement and that Vendor will be relieved of the Products and/or Services supplied foregoing obligations unless (i) Vendor is notified promptly in writing of such claim, and (ii) Vendor is given, by Ingram or its customers, authority, information and reasonable assistance (at Vendor's expense) to Customer by Signify infringes handle the claim or the defense of any third party IPRsuit or proceeding. Upon Vendor agrees to pay all damages and costs awarded therein against Ingram and its customers. Vendor shall not be responsible for any cost or expenses incurred without Vendor's prior written consent.
(b) In case any Product or any part thereof in such noticesuit is held to constitute an infringement and its use is enjoined, Signify may at its own option and Vendor shall, at its own expense eitherand at its option: (i) procure for Customer Ingram and its customers the right to continue using such Product and/or Services; use, or (ii) provide if applicable, replace the same with a replacement non-infringing product for such Product program and documentation of equivalent functionality; or function and performance, (iii) modify such Product such that it is no longer infringing; -------------------------------------------------------------------------------- 7 -------------------------------------------------------------------------------- Confidential treatment has been requested with respect to the omitted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. them so they become non-infringing without detracting from function or performance, or (iv) remedy request that Ingram and its customers remove the Product, whereupon Vendor shall refund all purchase price paid for such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
(b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signifyremoved.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreementherein, Signify will Vendor does not warrant that, and shall not be liable forobligated to provide a defense to a claim of infringement if, and the obligations of Signify set out in this section 11 will not apply to: (i) Vendor's Product is alleged to infringe any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR property right covering any assembly, circuit, combination, method or process, in the manufacture, testing or application process in which such Products and/or Services supplied by Signify any of the Product may have been usedbe used but not covering the Product standing alone; (ii) any combination of the Product with other software or hardware; or (iviii) any claim the modification of infringement resulting from compliance with an industry standard applying to the Products or ServicesProduct, unless such modification was made by Vendor.
(ed) With regard Vendor agrees that in all cases it will provide adequate assurance to Ingram regarding the risk of any claim of infringement covered by section 11 (d), Customer shall continued sales and will fully indemnify Signify against any award Ingram and if no action is taken within ninety (90) days of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit either a claim or proceeding for such judicial determination of infringement, provided that Signify gives Customer prompt notice in writing of any such suit Ingram may return the Product to Vendor for a full credit against future purchases or proceeding for infringement anda cash refund, if so requested, full authority to conduct the defence thereofat Xxxxxx'x option.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 1 contract
Samples: Distribution Agreement (Roxio Inc)
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such noticeA. Contractor, Signify may at its own option and expense, shall defend, or at its own expense eitheroption settle, any claim, action or other proceeding threatened or brought against MSV or MSV's customers based on allegations that any Deliverable Items provided by Contractor hereunder infringes any patent, copyright, trade secret or other intellectual property right of a third party ("IP Claim"), and shall indemnify and hold MSV harmless against all losses, damages, liabilities, expenses and costs (including reasonable attorneys' fees) incurred by and/or awarded against MSV or MSV's customers as a result of any such IP Claim. MSV shall notify Contractor in writing of any such IP Claim promptly after MSV becomes aware of the same, and shall provide Contractor (at Contractor's expense) with such information and assistance as reasonably required in connection therewith. Contractor shall have sole control of the defense of such IP Claim and all negotiations for the compromise or settlement thereof. Notwithstanding the foregoing, MSV shall have the right to participate in the investigation and defense of, and any negotiations regarding, such IP Claim with separate counsel chosen and paid for by MSV.
B. Contractor shall have no liability under this Article 12 for any IP Claim to the extent arising from: (i) procure for Customer use of any item provided by Contractor hereunder in combination with other items not provided or approved by Contractor except as such combinations may be expressly contemplated in this Contract, including the right to continue using such Product and/or ServicesStatement of Work or the S-BTS Technical Specification; or (ii) provide a replacement non-infringing product for such Product MSV modification of equivalent functionalityany item provided by Contractor hereunder; or (iii) modify Contractor's compliance with MSV designs or specifications (to the extent that such Product designs or specifications form the basis for the IP Claim), or Contractor's incorporation of technology supplied or dictated by MSV (to the extent that such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer technology forms the basis for that Product and/or Servicesthe IP Claim).
(b) In the event that a claim referred to under section 11(a) results C. This indemnity is in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect lieu of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPRother liability, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will whether or not be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on indemnity or resulting from any modification warranty, express or adaptation of a Productimplied, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying respect to the Products or ServicesIntellectual Property Rights.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 1 contract
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
(b) In the event that a claim referred to under section 11(a0(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence defense of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence defense of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 0 and 120, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 0 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 120, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 1 contract
Samples: Terms and Conditions
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. o 8.1 Proofpoint will (i) defend and indemnify End User against any suit or proceeding by a third party to the extent based on a rightful claim that the applicable Service(s) in the form created and provided by Proofpoint and sold to End User pursuant to this Agreement (the"Indemnified Product(s)") directly infringes any valid U.S. patent or U.S. copyright, or misappropriates any valid trade secret enforceable under the laws of the United States or a jurisdiction thereof, and (ii) pay any damages finally awarded in such suit or proceeding as a result of such claim (or pay any settlement of such claim), provided that End User will promptly notify Proofpoint in writing of the third party claim, suit or proceeding (in any event, within thirty (30) days after End User becomes aware or reasonably should have been aware of such claim); authorizes and allows Proofpoint to have sole control of the defense and/or settlement of the claim; and provides any information, assistance and other cooperation reasonably requested by Xxxxxxxxxx in connection with the claim, suit or proceeding. In the event of a claim relating to an Indemnified Product, Proofpoint will, at its sole option and expense: (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer End User the right to continue using such Product and/or Servicesuse the Indemnified Products under the terms of this Agreement; (b) replace or modify the Indemnified Products to be (iior to make it more likely to be) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (ivc) remedy such Service; or (v) make an appropriate if the foregoing options are not reasonably practicable, then Proofpoint may terminate End User’s rights to use Indemnified Products and refund or credit of monies all amounts paid by Customer for that Product and/or Services.
(b) In the event that a claim referred End User to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, Proofpoint attributable to settle End Users’ future usage or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject access to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Indemnified Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable hereunder. Proofpoint shall have no liability for, and the aforementioned Proofpoint obligations of Signify set out in this section 11 will shall not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or to any claim based on or resulting from relating to (1) the use of the Indemnified Products in combination with any other product, service or device, if such infringement claim would have been avoided by the use of the Indemnified Products without such other product, service or device; (2) any modification or adaptation to the Indemnified Products; (3) use of an Indemnified Products other than as expressly authorized pursuant to this Agreement; (4) use of the Indemnified Products by End User after Proofpoint has made available to End User a modified version or replacement for the Indemnified Products or has provided notice to End User that a claim of infringement has been or may be made with respect to the Indemnified Product, deliverables and/or Service made by or on behalf of Customer; or (iii5) any third party IPR covering any assemblyspecifications, circuitinstructions, combinationfeatures, method functions or process, in designs or other elements provided by or requested by End User. The foregoing is the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim sole and exclusive remedy of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement End User and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for Proofpoint with respect to any infringement or claim of infringement of any third party IPR in connection with the supply of Products and/or Servicesintellectual property right.
Appears in 1 contract
Samples: End User License Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify Philips Lighting of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify under an Agreement infringes any third party IPR. .
(b) Upon such notice, Signify may Philips Lighting shall at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product Products and/or Services.
(bc) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify Philips Lighting full authority, at the option and cost of SignifyPhilips Lighting, to settle or conduct the defence of such claim. Customer shall provide Signify Philips Lighting with all assistance as Signify Philips Lighting may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify Philips Lighting without the prior consent of SignifyPhilips Lighting.
(cd) Subject to the provisions of sections 11 11(c) and 12, Signify will Philips Lighting shall reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products a Product and/or Services Service as supplied by Signify Philips Lighting under an Agreement directly infringe infringes any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify Philips Lighting under the Agreement.
(de) Notwithstanding anything to the contrary provided in the Agreementthese Terms, Signify Philips Lighting will not be liable for, and the obligations of Signify Philips Lighting set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructionsinstructions in respect of Products and/or Services; or (ii) use of any Products, deliverables and/or or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customernormal use; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify Philips Lighting may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
; or (ev) With regard any claim based on infringement of any third party IPR where the damages claimed are directly or indirectly based on the quantity or value of products manufactured or services provided by means of the Products and/or Services, or on the volume or amount of use of Products and/or Services, irrespective of whether such claim alleges that Products and/or Services as such, or their use, infringe or contribute to the infringement of any such IPR; (vi) any claim of infringement covered by section 11 of any third party IPR arising or made after three (d)3) years from the delivery of Products and/or the performance of the Services to which the claim relates; or (vii) any claim of infringement of any third party IPR arising or made after twelve (12) months from the termination or expiry of the Agreement concerned. In that event, Customer shall fully indemnify Signify Philips Lighting against any award of damages for any such infringement and shall reimburse all costs incurred by Signify Philips Lighting in defending any suit or proceeding for such infringement, provided that Signify gives Philips Lighting promptly notifies Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, gives Customer full authority to conduct the defence thereof.
(f) In the event that Signify Philips Lighting receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify Philips Lighting may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify Philips Lighting will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify Philips Lighting for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 1 contract
Samples: Terms and Conditions for Supply of Products and Services
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. o 8.1 Proofpoint will (i) defend and indemnify End User against any suit or proceeding by a third party to the extent based on a rightful claim that the applicable Service(s) in the form created and provided by Proofpoint and sold to End User pursuant to this Agreement (the"Indemnified Product(s)") directly infringes any valid U.S. patent or U.S. copyright, or misappropriates any valid trade secret enforceable under the laws of the United States or a jurisdiction thereof, and (ii) pay any damages finally awarded in such suit or proceeding as a result of such claim (or pay any settlement of such claim), provided that End User will promptly notify Proofpoint in writing of the third party claim, suit or proceeding (in any event, within thirty (30) days after End User becomes aware or reasonably should have been aware of such claim); authorizes and allows Proofpoint to have sole control of the defense and/or settlement of the claim; and provides any information, assistance and other cooperation reasonably requested by Proofpoint in connection with the claim, suit or proceeding. In the event of a claim relating to an Indemnified Product, Proofpoint will, at its sole option and expense: (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer End User the right to continue using such Product and/or Servicesuse the Indemnified Products under the terms of this Agreement; (b) replace or modify the Indemnified Products to be (iior to make it more likely to be) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (ivc) remedy such Service; or (v) make an appropriate if the foregoing options are not reasonably practicable, then Proofpoint may terminate End User’s rights to use Indemnified Products and refund or credit of monies all amounts paid by Customer for that Product and/or Services.
(b) In the event that a claim referred End User to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, Proofpoint attributable to settle End Users’ future usage or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject access to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Indemnified Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable hereunder. Proofpoint shall have no liability for, and the aforementioned Proofpoint obligations of Signify set out in this section 11 will shall not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or to any claim based on or resulting from relating to (1) the use of the Indemnified Products in combination with any other product, service or device, if such infringement claim would have been avoided by the use of the Indemnified Products without such other product, service or device; (2) any modification or adaptation to the Indemnified Products; (3) use of an Indemnified Products other than as expressly authorized pursuant to this Agreement; (4) use of the Indemnified Products by End User after Proofpoint has made available to End User a modified version or replacement for the Indemnified Products or has provided notice to End User that a claim of infringement has been or may be made with respect to the Indemnified Product, deliverables and/or Service made by or on behalf of Customer; or (iii5) any third party IPR covering any assemblyspecifications, circuitinstructions, combinationfeatures, method functions or process, in designs or other elements provided by or requested by End User. The foregoing is the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim sole and exclusive remedy of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement End User and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for Proofpoint with respect to any infringement or claim of infringement of any third party IPR in connection with the supply of Products and/or Servicesintellectual property right.
Appears in 1 contract
Samples: End User License Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (aA) Customer The Parties agree that any inventions, discoveries, patentable subject matter, copyrightable subject matter, mask works, or similar intellectual property (hereafter collectively referred to as “IP”) conceived, invented, reduced to practice, developed, authored or otherwise created by Seller (including without limitation employees of Seller and consultants, subcontractors or others working for or at Seller’s direction or request), jointly with Buyer, are included within data, and shall promptly notify Signify be owned exclusively by Buyer (hereafter “Buyer IP”). Seller further agrees to disclose in writing to Buyer, at Buyer’s request, any Buyer IP not otherwise made known to Buyer and, at Buyer’s request, to assist Buyer or its attorneys and other representatives in preparing and filing applications to register or issue Buyer IP including without limitations applications for copyright registration and applications for patent. Seller further agrees to make, execute and deliver or cause to be made, executed and delivered, any and all such further documents, instruments, agreements, and assurances, and take all such other actions as may be reasonably necessary or proper to carry out the terms and intent of this Clause, including without limitation any documents necessary or proper to evidence, record, reflect, perfect or exploit Buyer’s right, title and interest to such Buyer IP. Seller further agrees not to permit any person to perform work for or at the direction or request of Seller unless such person has a written agreement with Seller consistent with the foregoing and the exclusive rights of Buyer in and to the Buyer IP. Any invention or intellectual property first made or conceived by Seller in the performance of this Order or which is derived from or based on the use of confidential information supplied by Buyer will be considered a “work made for hire” and will be and become the property of Buyer; and Seller shall execute any documents necessary to perfect Buyer’s title thereto.
(B) All drawings, specifications, information and data, if any, furnished or paid for by Buyer, shall be subject to the provisions of Clause 17 (Confidential and Proprietary Information), shall be or remain the property of Buyer and shall be used only in filling Orders for Buyer. Upon completion, termination or cancellation of an Order, Seller shall return all drawings, specifications, information and data to Buyer within thirty (30) days.
(C) With respect to Goods delivered under an Order, Seller shall save Buyer, its agents, customers, and users of its products harmless from all claims, loss, damage and liability incurred on account of any infringement or alleged infringement of a patent, copyright, or trademark or misappropriation of a trade secret or other violation of an intellectual property right of a third party party, arising out of the manufacture, sale, or use of such Goods by Seller, Buyer, Buyer's agents, customers, or users of its products. In the event of any claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes Goods furnished hereunder infringe any third party IPR. Upon such noticepatent, Signify may copyright, trademark or similar right Seller may, at its own option and at its own expense eitherexpense: (i) procure for Customer Buyer and its customers the right to continue using such Product and/or Services; the Goods, or (ii) provide a replacement replace or modify the Goods so that such Goods are non-infringing product for such Product infringing. Further, Seller shall at its own expense (including but not limited to the payment of equivalent functionality; attorneys’ fees, court costs and any bond or appeal from any adverse judgment) defend (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
(b) In and in the event that a claim referred to under section 11(a) results in any legal proceedingsof final judgment, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court or other monetary relief pay such judgment or award) all claims, suits and actions against Buyer, its agents, customers or users of competent jurisdiction holding that Products and/or Services as supplied by Signify under its products in which such infringement or other violation of an Agreement directly infringe intellectual property right of any third party IPRis alleged, provided that the infringement Seller is held to be directly notified of such claims, suits and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will actions. This indemnification does not apply to: (i) any claim to Goods manufactured to detailed designs developed and furnished by Buyer. The provisions of infringement this Section survive termination or completion of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Servicesall Orders hereunder.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 9.1 Each Party shall indemnify and hold the other Party harmless from all Losses awarded against, or suffered, incurred or paid as a result of or in connection with any alleged or actual infringement of any third party's Intellectual Property Rights or other rights arising out of: (a) Customer shall promptly notify Signify of any third party claim alleging that any where Modular Data is the indemnifying party, the receipt, use or supply of the Products and/or Services supplied Goods/Services, or Deliverables; or (b) where the Customer is the indemnifying party, the use of the Customer's Systems.
9.2 Each party shall notify the other in writing if an IPR Claim is made.
9.3 If an IPR Claim is made against the Customer, the Customer shall:
(a) allow Modular Data to Customer by Signify infringes any third party IPR. Upon such noticeconduct all negotiations and proceedings and give Modular Data reasonable assistance, Signify may each at Modular Data's cost, regarding the IPR Claim; and
(b) make no adverse admission relating to the IPR Claim without first notifying Modular Data of its own option and intention to do so.
9.4 In the event of an IPR Claim, Modular Data shall be entitled at its own expense either: and option either to:
(ia) procure for Customer the right for the Customer to continue using such Product the Goods and/or ServicesServices or the infringing part; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.or
(b) In make such alterations, modifications or adjustments to the event Goods and/or Services or that infringing part so that it becomes non-infringing without incurring a claim referred to under section 11(a) results material diminution in any legal proceedingsperformance, Customer shall give Signify full authority, at the option and cost of Signify, to settle capacity or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.functionality; or
(c) Subject to replace the Goods and/or Services or that infringing part with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance, capacity or functionality of the Goods and/or Services (and the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will not indemnity shall apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard equally to any claim of infringement covered by section 11 (d), such substitutes) reimbursing the Customer shall fully indemnify Signify against any award of damages for any or such infringement and shall reimburse all Customer Group Companies their reasonable costs incurred by Signify in defending any suit or proceeding for associated with such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereofsubstitution.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 1 contract
Samples: Framework Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify Philips of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify under an Agreement infringes any third party IPR. .
(b) Upon such notice, Signify may Philips shall at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product Products and/or Services.
(bc) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify Philips full authority, at the option and cost of SignifyPhilips, to settle or conduct the defence of such claim. Customer shall provide Signify Philips with all assistance as Signify Philips may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify Philips without the prior consent of SignifyPhilips.
(cd) Subject to the provisions of sections 11 11(a) and (c) and 12, Signify will Philips shall reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products a Product and/or Services Service as supplied by Signify Philips under an Agreement directly infringe infringes any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify Philips under the Agreement.
(de) Notwithstanding anything to the contrary provided in the Agreementthese Terms, Signify Philips will not be liable for, and the obligations of Signify Philips set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructionsinstructions in respect of Products and/or Services; or (ii) use of any Products, deliverables and/or or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables Product and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify Philips may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
; or (ev) With regard any claim based on infringement of any third party IPR where the damages claimed are directly or indirectly based on the quantity or value of products manufactured or services provided by means of the Products and/or Services, or on the volume or amount of use of Products and/or Services, irrespective of whether such claim alleges that Products and/or Services as such, or their use, infringe or contribute to the infringement of any such IPR; (vi) any claim of infringement covered by section 11 of any third party IPR arising or made after three (d)3) years from the delivery of Products and/or the performance of the Services to which the claim relates; or (vii) any claim of infringement of any third party IPR arising or made after twelve (12) months from the termination or expiry of the Agreement concerned. In that event, Customer shall fully indemnify Signify Philips against any award of damages for any such infringement and shall reimburse all costs incurred by Signify Philips in defending any suit or proceeding for such infringement, provided that Signify gives Philips promptly notifies Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, gives Customer full authority to conduct the defence thereof.
(f) In the event that Signify Philips receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify Philips may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify Philips will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify Philips for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 1 contract
Samples: Terms and Conditions for Supply of Products and Services
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice12.1 IBM shall, Signify may at its own option and at its own expense either: (i) procure for Customer expense, defend any suit that is instituted by an owner of a patent, copyright or mask work right against Buyer to the right to continue using extent such Product and/or Services; suit alleges that any Products, other than prototypes, or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; any part thereof sold or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
(b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with leased hereunder infringe any such claimpatent, nor incur any costs copyright or expenses for the account of Signify without the prior consent of Signify.
mask work right (c) Subject to the provisions of sections 11 and 12except Products covered by Section 12.3, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPRbelow), provided that the such alleged infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will does not be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting arise from any modification or adaptation addition made to the Products by anyone other than IBM, or the use of such Products as a Product, deliverables and/or Service made by part of or on behalf of Customer; in combination with any other devices or (iii) any third party IPR covering any assembly, circuit, combination, method parts or process, in and provided further that the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify Buyer gives Customer IBM prompt notice in writing of any such suit and permits IBM, through counsel of its choice, to answer the charge of infringement and defend such suit; and the Buyer gives IBM all the needed information, assistance and authority, at IBM's expense, to enable IBM to defend or proceeding settle such suit. In the case of a final award of "[***]" INDICATES REDACTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED SIGNATURE VERSION damages in any suit IBM, shall pay such award, but shall not be responsible for infringement and, if so requested, full authority to conduct the defence thereof.
(f) any settlement made without its prior written consent. In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied the use, lease or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer sale of the Products and/or Services is enjoined, IBM may at its own option and expense:
12.1.1 procure the Buyer the right to use, lease or parts to which sell such notice relates Products;
12.1.2 replace such Products;
12.1.3 modify such Products; or
12.1.4 remove such Products and Signify will not be liable to Customer refund the aggregate payments made by virtue of such terminationthe Buyer, suspension or discontinuationless a reasonable sum for use, damage and obsolescence.
(g) Subject to the exclusions 12.2 THIS SECTION STATES IBM'S TOTAL RESPONSIBILITY AND LIABILITY, AND THE BUYER'S SOLE REMEDY, FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY PRODUCTS DELIVERED HEREUNDER OR ANY PART THEREOF. THIS SECTION IS IN LIEU OF AND REPLACES ANY OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTY AGAINST INFRINGEMENT.
12.3 The Buyer shall, at its own expense, indemnify and limitations set forth in section 12, the foregoing states the entire liability of Signify for hold IBM harmless from and against any expense or loss resulting from any infringement of third party IPR in connection any patent, trademark, copyright, trade secret or mask work right arising as a result of IBM's compliance with any of the supply Buyer's designs specifications or instructions, and shall defend at its own expense, including attorney's fees, any suit brought against IBM alleging any such infringement provided that IBM:
12.3.1 gives the Buyer immediate notice of Products and/or Servicesany suit and permits the Buyer, through counsel of its choice, to defend such suit; and
12.3.2 gives the Buyer all needed information, assistance and authority, at the Buyers expense, necessary for the Buyer to defend any such suit.
Appears in 1 contract
Samples: Agreement for Fabrication and Purchase of Semiconductor Products (Western Digital Corp)
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (aA) Customer shall promptly notify Signify of any third party claim alleging The Parties agree that any inventions, discoveries, patentable subject matter, copyrightable subject matter, mask works, or similar intellectual property (hereafter collectively referred to as “IP”) conceived, invented, reduced to practice, developed, authored or otherwise created by Seller (including without limitation employees of Seller and consultants, subcontractors or others working for or at Seller’s direction or request), jointly with Buyer, are included within data, and shall be owned exclusively by Buyer (hereafter “Buyer IP”). Xxxxxx further agrees to disclose in writing to Buyer, at Xxxxx’s request, any Buyer IP not otherwise made known to Buyer and, at Buyer’s request, to assist Buyer or its attorneys and other representatives in preparing and filing applications to register or issue Buyer IP including without limitations applications for copyright registration and applications for patent. Seller further agrees to make, execute and deliver or cause to be made, executed and delivered, any and all such further documents, instruments, agreements, and assurances, and take all such other actions as may be reasonably necessary or proper to carry out the Products and/or Services terms and intent of this Clause, including without limitation any documents necessary or proper to evidence, record, reflect, perfect or exploit Buyer’s right, title and interest to such Buyer IP. Seller further agrees not to permit any person to perform work for or at the direction or request of Seller unless such person has a written agreement with Seller consistent with the foregoing and the exclusive rights of Buyer in and to the Buyer IP. Any invention or intellectual property first made or conceived by Xxxxxx in the performance of this Order or which is derived from or based on the use of confidential information supplied by Buyer will be considered a “work made for hire” and will be and become the property of Buyer; and Seller shall execute any documents necessary to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Servicesperfect Buyer’s title thereto.
(bB) In the event that a claim referred to under section 11(a) results in any legal proceedingsAll drawings, Customer specifications, information and data, if any, furnished or paid for by Buyer, shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject be subject to the provisions of sections 11 Clause 17 (Confidential and 12Proprietary Information), Signify will reimburse Customer shall be or remain the property of Buyer and shall be used only in respect filling Orders for Buyer. Upon completion, termination or cancellation of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPROrder, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, Seller shall return all drawings, specifications or instructions; or (ii) use of any Productsspecifications, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying information and data to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.Buyer within thirty
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify Modular L.I. of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify Modular L.I. infringes any third party IPR. Upon such notice, Signify Modular L.I. may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionalityfunc- tionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
(b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify Modular L.I. full authority, at the option and cost of SignifyModular L.I., to settle or conduct the defence of such claim. Customer shall provide Signify Modular L.I. with all assistance as Signify Modular L.I. may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify Modular L.I. without the prior consent of Signify.Modular L.I..
(c) Subject to the provisions of sections 11 and 12, Signify Modular L.I. will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify Modular L.I. under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify Modular L.I. under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify Modular L.I. will not be liable for, and the obligations of Signify Modular L.I. set out in this section 11 will not apply to: :
(i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuitcir- cuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify Modular L.I. may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify Modular L.I. against any award of damages for any such infringement and shall reimburse all costs incurred by Signify Modular L.I. in defending any suit or proceeding for such infringement, provided that Signify Modular L.I. gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify Modular L.I. receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify Modular L.I. may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify Modular L.I. will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify Modular L.I. for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 1 contract
Samples: Standard Warranty
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer Both parties agree that should any claim, demand or suit be made or filed against Carbite by a third party regarding the Licensed Products (including, but not limited to, claims pertaining to patent, trademark and other intellectual property rights), Carbite shall promptly notify Signify be fully responsible for the defense of any third party such claim alleging and shall bear all costs and expenses related thereto. Notwithstanding the foregoing however, with respect to any claims, demands or suits where the products contain Daiwa Original Parts, Carbite shall not make any admission of liability and shall give Daiwa immediate notice of any claim, provided that if Daiwa so elects, Daiwa may co-operate in the defense of such claim. In the case of any claim, demand or suit where the products in question are Licensed Products using Daiwa Original Parts and pertain exclusively to Daiwa Original Parts, the provisions of Article 8(e) of the Distribution Agreement with respect to the handling of claims shall apply. In the event that the distribution of the Licensed Products and/or Services supplied is adjudged to Customer by Signify infringes any infringe a patent of a third party IPR. Upon such noticeparty, Signify Daiwa may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Servicesterminate this Agreement forthwith.
(b) In Carbite shall indemnify Daiwa during and after the event term of this Agreement against all claims, liabilities (including settlements entered into in good faith) and expenses (including reasonable attorneys' fees) arising out of Carbite's activities hereunder or out of any defect (whether obvious or hidden) in a Licensed Product or arising from personal injury or any infringement of any rights (including, but not limited to, patent, trademark and other intellectual property rights) of Daiwa or of any other person by the manufacture, sale, possession or use of the Licensed Products or by the Carbite's failure to comply with applicable laws; provided that a such claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with apply to Licensed Products using Daiwa Original Parts if any such claimcause of indemnity pertains exclusively to Daiwa Original Parts. The parties indemnified hereunder shall include Daiwa, nor incur its subsidiaries (both direct and indirect) and its affiliates and its and their officers, directors, employees and agents. The indemnity shall not apply to any costs claim or expenses for liability relating to any infringement of the account copyright of Signify without a third party caused by Carbite's utilization of the prior consent of SignifyLicensed Products and the Trademarks in accordance with the provisions hereof.
(c) Subject No warranty or indemnity is given by Daiwa with respect to any liability or expense arising from any claim that sale of the provisions Licensed Products or use of sections 11 and 12the Trademarks on or in connection with the Licensed Products hereunder or that any packaging, Signify will reimburse Customer in respect advertising or promotional material infringes any trademark right of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided or otherwise constitutes unfair competition by reason of any prior rights acquired by such third party other than rights acquired from Daiwa. It is expressly agreed that it is Carbite's responsibility to carry out such investigations as it may deem appropriate to establish that the infringement is held to be directly Licensed Products, packaging, promotional and solely attributable to the advertising material which are manufactured or created hereunder, including any use by Customer made of the Licensed Products and/or Service as supplied by Signify under and the Agreement.
(d) Notwithstanding anything to the contrary provided in the AgreementTrademarks therewith, Signify will do not be liable forinfringe such rights of any third party, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer Daiwa shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of Carbite if such termination, suspension or discontinuationinfringement occurs.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 1 contract
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (aA) Customer Contractor shall promptly notify Signify indemnify, defend and hold harmless Purchaser and its affiliates and their respective directors, officers, agents and employees, against any claims, damages, losses, costs (including attorneys’ fees) incurred in connection with any claim, suit, or proceeding asserted or filed against Purchaser relating to infringement of any third party claim alleging that any patent, copyright, trade secret, trademark or other proprietary right based on the laws of the Products United States and EU, or a country where Contractor or any Subcontractor is located (except that such indemnification shall not apply to any patent identified as being “granted” as set forth in Exhibit I of the Satellite Contract), by any Deliverable Item to be delivered hereunder, or any part thereof or arising out of Contractor’s performance of its obligations under the Contract. Purchaser shall notify Contractor promptly in writing of any such claim, suit or proceeding, and give Contractor proper and full information, of which it is aware, and reasonable assistance to settle and/or Services supplied to Customer by Signify infringes defend any third party IPRsuch claim, suit, or proceeding. Upon At its option and expense, Purchaser may participate in the defense of such noticeclaim, Signify suit or proceeding with counsel of its own choosing. In addition, the indemnification shall also apply if in the reasonable opinion of Contractor’s outside intellectual property counsel, any Deliverable Item to be delivered hereunder or any part thereof may become the subject of any claim, suit, or proceeding for infringement of any such patent, copyright, trade secret, trademark or other proprietary right.
(B) In case of such a claim as set forth in Article 15(A), Contractor shall, at its own option and at its own expense either: expense, either (i) procure for Customer Purchaser the right under such patent, copyright, trade secret, trademark or other proprietary right, to continue using use, lease, or sell, as appropriate, such Product and/or Services; Deliverable Item, or part thereof, or (ii) provide a replacement replace or modify such Deliverable Item, or part thereof, so that it becomes non-infringing product but continues to meet the requirements of the Contract.
(C) Contractor shall have no liability for and the provisions of Article 15(A) shall not apply for any infringement arising from (i) the combination of such Product Deliverable Item, part thereof or process practiced therein with any other item or part not furnished to Purchaser by Contractor unless such Deliverable Item, part or process furnished by Contractor contributorily infringes, or (ii) the modification of equivalent functionality; such Deliverable Item, part thereof or process practiced therein, unless such modification was made or authorized by Contractor, or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit the use of monies paid by Customer for that Product and/or Servicesany patent identified as being “granted” as set forth in Exhibit I of the Satellite Contract.
(bD) In the event that a claim referred Contractor’s total liability to Purchaser under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer this Article 15 shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for exceed the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing Total Price. This Article 15 states the entire liability obligation of Signify for Contractor and the exclusive remedy of Purchaser, with respect to any alleged patent, copyright, trade secret or trademark infringement of third party IPR in connection with the supply of Products and/or Servicesby such product or part or process.
Appears in 1 contract
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. o 8.1 Proofpoint will (i) defend and indemnify End User against any suit or proceeding by a third party to the extent based on a rightful claim that the applicable Service(s) in the form created and provided by Proofpoint and sold to End User pursuant to this Agreement (the "Indemnified Product(s)") directly infringes any valid U.S. patent or U.S. copyright, or misappropriates any valid trade secret enforceable under the laws of the United States or a jurisdiction thereof, and (ii) pay any damages finally awarded in such suit or proceeding as a result of such claim (or pay any settlement of such claim), provided that End User will promptly notify Proofpoint in writing of the third party claim, suit or proceeding (in any event, within thirty (30) days after End User becomes aware or reasonably should have been aware of such claim); authorizes and allows Proofpoint to have sole control of the defense and/or settlement of the claim; and provides any information, assistance and other cooperation reasonably requested by Proofpoint in connection with the claim, suit or proceeding. In the event of a claim relating to an Indemnified Product, Proofpoint will, at its sole option and expense: (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer End User the right to continue using such Product and/or Servicesuse the Indemnified Products under the terms of this Agreement; (b) replace or modify the Indemnified Products to be (iior to make it more likely to be) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (ivc) remedy such Service; or (v) make an appropriate if the foregoing options are not reasonably practicable, then Proofpoint may terminate End User’s rights to use Indemnified Products and refund or credit of monies all amounts paid by Customer for that Product and/or Services.
(b) In the event that a claim referred End User to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, Proofpoint attributable to settle End Users’ future usage or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject access to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Indemnified Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable hereunder. Proofpoint shall have no liability for, and the aforementioned Proofpoint obligations of Signify set out in this section 11 will shall not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or to any claim based on or resulting from relating to (1) the use of the Indemnified Products in combination with any other product, service or device, if such infringement claim would have been avoided by the use of the Indemnified Products without such other product, service or device; (2) any modification or adaptation to the Indemnified Products; (3) use of an Indemnified Products other than as expressly authorized pursuant to this Agreement; (4) use of the Indemnified Products by End User after Proofpoint has made available to End User a modified version or replacement for the Indemnified Products or has provided notice to End User that a claim of infringement has been or may be made with respect to the Indemnified Product, deliverables and/or Service made by or on behalf of Customer; or (iii5) any third party IPR covering any assemblyspecifications, circuitinstructions, combinationfeatures, method functions or process, in designs or other elements provided by or requested by End User. The foregoing is the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim sole and exclusive remedy of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement End User and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for Proofpoint with respect to any infringement or claim of infringement of any third party IPR in connection with the supply of Products and/or Servicesintellectual property right.
Appears in 1 contract
Samples: End User License Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 12.1 Each of the Parties declares that it has all the Intellectual Property Rights necessary for the performance of this Contract, in particular with regard to the Odigo Solution and Customer Resources.
12.2 Accordingly, the Service Provider warrants that the Odigo Solution does not infringe or violate any Intellectual Property Rights of any third party.
12.3 Similarly, the Customer warrants that the Customer Resources it provides to Odigo for the provision of the System Services, including the use of any third- party resources that are accessible via the System Services and/or the Odigo Solution, do not infringe or violate any Intellectual Property Rights of any third party.
12.4 The Customer shall defend, indemnify and hold harmless the Service Provider against claims, actions, proceedings, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Service Provider’s use of the Customer Resources.
12.5 Subject to clause 12.6, the Service Provider shall defend, indemnity and hold harmless the Customer against any claims, actions, proceedings, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer’s use of the Odigo Solution.
12.6 However, in no event shall the Service Provider be liable to compensate the Customer in any way if the claims made by third parties are caused by:
(a) Customer shall promptly notify Signify a combination of any third party claim alleging that any all or part of the Products and/or Services supplied to Odigo Solution with the Customer's elements, in particular Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.Resources;
(b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.Open-Source Software;
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.Third-Party Software;
(d) Notwithstanding anything modification of all or part of the Odigo Solution, in particular the Configuration and/or Developments and/or any other resources and/or Intellectual Property Rights provided by the Service Provider to the contrary provided in extent that such modification has not been made by the AgreementService Provider;
(e) compliance by the Service Provider with the Customer's instructions, Signify will not be liable for, and orders and/or specifications (including any changes to the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR Odigo Solution resulting from compliance with Customer’s designsuch instructions, drawingsorders, specifications or instructionsspecifications); or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.or
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer use of the Products and/or Services or parts to which such notice relates and Signify will Odigo Solution that does not be liable to Customer by virtue of such termination, suspension or discontinuationcomply with this Contract.
(g) Subject 12.7 The above indemnities are subject to the exclusions and limitations set forth in section 12, following conditions:
(a) the foregoing states Party wishing to avail itself of the entire liability benefit of Signify for infringement either of third party IPR in connection with the supply of Products and/or Services.indemnities at clause 12.4 or clause
Appears in 1 contract
Samples: Saas Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 8.1 Proofpoint will (i) defend and indemnify End User against any suit or proceeding by a third party to the extent based on a rightful claim that the applicable Service(s) in the form created and provided by Proofpoint and sold to End User pursuant to this Agreement (the “Indemnified Product(s)”) directly infringes any valid U.S. patent or U.S. copyright, or misappropriates any valid trade secret enforceable under the laws of the United States or a jurisdiction thereof, and (ii) pay any damages finally awarded in such suit or proceeding as a result of such claim (or pay any settlement of such claim), provided that End User will promptly notify Proofpoint in writing of the third party claim, suit or proceeding (in any event, within thirty (30) days after End User becomes aware or reasonably should have been aware of such claim); authorizes and allows Proofpoint to have sole control of the defense and/or settlement of the claim; and provides any information, assistance and other cooperation reasonably requested by Proofpoint in connection with the claim, suit or proceeding. In the event of a claim relating to an Indemnified Product, Proofpoint will, at its sole option and expense: (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer End User the right to continue using such Product and/or Servicesuse the Indemnified Products under the terms of this Agreement; (b) replace or modify the Indemnified Products to be (iior to make it more likely to be) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer non- infringing; or (ivc) remedy such Service; or (v) make an appropriate if the foregoing options are not reasonably practicable, then Proofpoint may terminate End User’s rights to use Indemnified Products and refund or credit of monies all amounts paid by Customer for that Product and/or Services.
(b) In the event that a claim referred End User to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, Proofpoint attributable to settle End Users’ future usage or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject access to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Indemnified Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable hereunder. Proofpoint shall have no liability for, and the aforementioned Proofpoint obligations of Signify set out in this section 11 will shall not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or to any claim based on or resulting from relating to (1) the use of the Indemnified Products in combination with any other product, service or device, if such infringement claim would have been avoided by the use of the Indemnified Products without such other product, service or device; (2) any modification or adaptation to the Indemnified Products; (3) use of an Indemnified Products other than as expressly authorized pursuant to this Agreement; (4) use of the Indemnified Products by End User after Proofpoint has made available to End User a modified version or replacement for the Indemnified Products or has provided notice to End User that a claim of infringement has been or may be made with respect to the Indemnified Product, deliverables and/or Service made by or on behalf of Customer; or (iii5) any third party IPR covering any assemblyspecifications, circuitinstructions, combinationfeatures, method functions or process, in designs or other elements provided by or requested by End User. The foregoing is the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim sole and exclusive remedy of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement End User and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for Proofpoint with respect to any infringement or claim of infringement of any third party IPR in connection with the supply of Products and/or Servicesintellectual property right.
Appears in 1 contract
Samples: End User License Agreement
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 12.1 Subject to the financial limits set out in clause 11 and ET’s standard terms and conditions (aand in the event of conflict, the terms most favourable to ET shall apply), ET will indemnify and hold harmless the Customer against any damages (including costs) Customer shall promptly notify Signify of that may be awarded or agreed to be paid to any third party in respect of any claim alleging or action that any the normal operation, possession or use of the Products and/or Services supplied Licensed Program which are wholly owned by ET (but not those which are licensed by third parties to ET to sub-licence to the Customer; or by third parties directly to the Customer) by the Customer by Signify infringes any the patent, copyright, registered design or trade xxxx rights of said third party IPR. Upon (an “Intellectual Property Infringement”) provided that the Customer:
12.1.1 gives notice to ET of any Intellectual Property Infringement forthwith upon becoming aware of the same;
12.1.2 gives ET the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express instructions of ET; and
12.1.3 acts in accordance with the reasonable instructions of ET and gives to ET such noticeassistance as it shall reasonably require in respect of the conduct of the said defence including, Signify may at without prejudice to the generality of the foregoing, the filing of all pleadings and other Court process and the provision of all relevant documents.
12.2 For the avoidance of doubt, ET shall not be liable for any Intellectual Property Infringement which relate to Licensed Programs which are not wholly owned by ET including those which are licensed by third parties to ET to sub-licence to the Customer; or by third parties directly to the Customer.
12.3 ET shall reimburse the Customer its own option and reasonable costs incurred in complying with the provisions of clause 12.1.
12.4 ET shall have no liability to the Customer in respect of an Intellectual Property Infringement if the same results from any breach of the Customer’s obligations under this Agreement.
12.5 In the event of an Intellectual Property Infringement of the Licensed Program Materials, ET shall be entitled at its own expense either: (i) and option either to:
12.5.1 procure for Customer the right for the Customer to continue using the Licensed Program Materials; or
12.5.2 make such Product and/or Servicesalterations, modifications or adjustments to the Licensed Program Materials so that they become non-infringing, without incurring a material diminution in performance or function; or (ii) provide a replacement or
12.5.3 replace the Licensed Program Materials with non-infringing product for substitutes, provided that such Product of equivalent functionality; substitutes do not entail a material diminution in performance or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Servicesfunction.
(b) In 12.6 Subject always to clause 11, if ET, in its reasonable judgement, is not able to exercise any of the event that a claim referred options set out at clauses 12.5.1, 12.5.2 or 12.5.3 within 30 days of the date it received notice of the Intellectual Property Infringement then the Customer, without prejudice to under section 11(a) results in any legal proceedingsother rights or remedies it may have hereunder or at law, Customer shall give Signify full authority, at the option be entitled to terminate this Agreement by 7 days’ notice upon ET and cost of Signify, to settle or conduct the defence of such claim. Customer ET shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject return to the provisions of sections 11 and 12, Signify will reimburse Customer the licence fees by the Customer in respect of such Licensed Program and the Customer agrees that this will be the Customer’s sole remedy.
12.7 For the avoidance of doubt, the copyright and all other intellectual property rights of whatever nature in any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer corrected or modified versions of the Products Licensed Program including any New Version and/or Service as supplied by Signify under New Release made pursuant to this Agreement or the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not Software Licence Agreement shall be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services.
(e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify remain vested in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereofET.
(f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation.
(g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.
Appears in 1 contract
Samples: Support and Maintenance Agreement
