Intellectual Property Rights of Third Parties. 12.1. The Buyer shall bear the sole responsibility for the obtaining of intellectual property rights in the ordered design of the goods as well as in all printed matter, drafts and completed specimens and shall indemnify the Seller and hold the Seller harmless against all claims, costs, damages, and expenses (including legal expenses) resulting from any actual or alleged infringement of any third party intellectual property rights.
12.2. Notwithstanding the above, the intellectual property rights in any specifications written or determined by the Seller as well as designs, samples, sample rolls, patterns, and other information attributable to the Seller shall remain the exclusive property of the Seller.
12.3. The Buyer shall not assert any claims to intellectual property rights, copyrights or any other rights to specifications written or determined by the Seller or design, samples, sample rolls, patterns, and other information attributable to the Seller, nor manufacture or have manufactured for itself or for third parties any objects in which, or in the manufacture of which, any information or knowledge of the Seller was used directly or indirectly; nor shall the Buyer use any of the designs, documents, information or knowledge directly or indirectly made available by or made known to it by the Seller for the purposes of securing own intellectual property rights or copyrights or preventing the granting of intellectual property rights or copyrights to the Seller.
12.4. If the Buyer secures any intellectual property rights in violation of Articles 12.2 and 12.3, the Buyer hereby agrees that the Seller shall own all right, title and interest in and to such intellectual property. To the extent that the right, title and interest in and to such intellectual property cannot be assigned to the Seller pursuant to this Article 12.4 under applicable laws, the Buyer hereby grants to the Seller an exclusive, irrevocable, royalty-free, world-wide and perpetual license to use, sub-license, assign, modify, develop, enhance and otherwise exploit in any manner the intellectual property.
Intellectual Property Rights of Third Parties. The buyer shall bear the sole responsibility for the obtaining of intellectual property rights in the ordered design of the goods as well as in all printed matter, drafts and completed specimens and shall indemnify Mondi and keep Mondi indemnified against all claims, costs, damages, and expenses (including legal expenses) resulting from any actual or alleged infringement of any third party intellectual property rights. Notwithstanding the above, the intellectual property rights in any specifications written or determined by Mondi as well as samples, sample rolls, patterns, etc. shall remain the exclusive property of Mondi.
Intellectual Property Rights of Third Parties. (1) Licensor warrants that it has no present knowledge of an intellectual property right or copyright of a third party which prevents the use of Licensed Material in accordance with this Agreement.
(2) It is in Licensor’s sole discretion to decide if Licensor defends Licensee against claims made for an infringement of an intellectual property right or copyright caused by the Licensed Material while used as per this Agreement. Licensee shall notify Licensor without delay of the making of any such claims. If Licensor does not defend Licensee, Licensee shall be free to defend itself. Licensor shall assist Licensee in doing so, just as Licensee is under an obligation to assist Licensor.
(3) If claims under subparagraph (2) have been asserted against Licensee, or if such assertions of claims must be expected, Licensor may modify or replace the Licensed Material at its own expense as far as this is reasonable for Licensee. Each party to this Agreement may cancel the license without notice if such modification or replacement cannot be accomplished at a reasonable expenditure, or if a right of use cannot be obtained at a reasonable expenditure. This notwithstanding, the provisions made under § 8 for the limitation of Licensor’s liability shall be applicable correspondingly.
Intellectual Property Rights of Third Parties. 10.1. The buyer shall bear the sole responsibility for obtaining intellectual property rights in the ordered design of the goods as well as in all printed matter, drafts and completed specimens and shall indemnify Delfort and hold Delfort harmless against all claims, costs, damages, and expenses (including legal expenses) resulting from any actual or alleged infringement of any third party intellectual property rights.
10.2. Notwithstanding the above, the intellectual property rights in any specifications written or determined by Xxxxxxx as well as designs, samples, sample rolls, patterns, and other information attributable to Delfort shall remain the exclusive property of Xxxxxxx.
10.3. The buyer shall not assert any claims to copyrights or any other rights to specifications written or determined by Delfort or design, samples, sample rolls, patterns, and other information attributable to Delfort, nor manufacture or have manufactured for itself or for third parties any objects in which, or in the manufacture of which, any information or knowledge of Delfort was used directly or indirectly; nor shall the buyer use any of the designs, documents, information or knowledge directly or indirectly made available by or made known to it by Delfort for the purposes of securing its own intellectual property rights or copyrights or preventing the granting of intellectual property rights or copyrights to Delfort.
Intellectual Property Rights of Third Parties. Both parties warrant to the other that neither has or shall have knowledge that the FoxBox Units or the NETWOLVES Thin Client Units shall infringe on the intellectual property rights of any third party.
Intellectual Property Rights of Third Parties. Please fill out the form below, if you have any hesitations about content which might be the intellectual property of third parties, such as copyright, model rights or trademarks.
Intellectual Property Rights of Third Parties. Without prejudice to Buyer’s right to terminate the Contract and right to damages, indemnity or any other remedy, should Buyer be required to cease the use of all or part of the Inventions and/or Products, or reasonably conclude that ceasing use is prudent to mitigate the risk infringing the rights of any third party, Seller undertakes to at its sole expense and at Buyer’s sole discretion, (i) obtain from the relevant third party a right of use for the Inventions and/or the Products for, Buyer and/or the Customer; or (ii) subject to Buyer’s written approval, not to be unreasonably withheld, replace or modify the Products within a reasonable time period only to the extent necessary to cease any infringement of the third party’s Intellectual Property Rights.
Intellectual Property Rights of Third Parties. You agree that you will not upload, publish, or submit to any part of the Service any User Data that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless you are the owner of such rights or have permission from the rightful owner to upload or submit the User Data and to grant MyMedicalHub all of the license rights granted in this Agreement. You agree that MyMedicalHub will have no liability for, and you agree to defend, indemnify, and hold MyMedicalHub harmless for, any claims, losses or damages arising out of or in connection with your use of any User Data.
Intellectual Property Rights of Third Parties. 28.1 The Supplier represents and warrants that the use of the Product and/or the know-how that it has developed during the performance of the Agreement does not infringe the intellectual property rights or other third-party rights and that the Supplier owns or has a license for the intellectual property rights required for the performance of the services and its other obligations under this PO.
28.2 Supplier shall indemnify and hold harmless the Purchaser and Purchaser's customer against all claims, expense, demands, suits, loss and liability (including attorney's fees) for any actual or alleged infringement of any patent, trademark, copyright, or trade secret arising from or related to the use, sale, manufacture or disposal of the Product or any part thereof. Upon receipt of notice of any claim or suit alleging such infringement, Supplier agrees to defend the Purchaser and Purchaser's customer at Supplier's expense. During the pendency of any such claim or suit, and (where necessary) upon settlement thereof, Supplier shall, at Supplier's expense, and subject to the prior written approval of the Purchaser either (i) substitute fully equivalent, non-infringing goods, or (ii) modify the goods so that same no longer infringe but remain equivalent, or (iii) obtain for Purchaser and/or Purchaser's customer the right to continue to use the Product in accordance with the terms of the Agreement.
Intellectual Property Rights of Third Parties. (A) Except as set forth below in this Article, and subject to the conditions and limitations stated below in this Article, Siemens shall be liable for any claim, suit, action or proceeding brought against Stereotaxis, or an End-user, by a third party to the extent it is based on: a) any alleged infringement of patents, trademarks or copyrights of a third party and protected under the laws of the USA or Germany b) any alleged unlawful or improper disclosure or use or misappropriation of a trade secret; or (c) any alleged violation of any other intellectual property or moral right, in any such case, asserted against Stereotaxis or an End-user by virtue of Stereotaxis's or an End-user's use, distribution or possession of the Licensed Software or Software Documentation or respective updates as provided in this Agreement (hereinafter collectively referred to as "Claim(s)").
(B) If, as a result of such a Claim, Stereotaxis becomes enjoined or it is likely, in Siemens' reasonable opinion, that Stereotaxis will become enjoined from using the Licensed Software, Software Documentation, Updates and/or Updated Software Documentation, Siemens shall at its election and its cost - except as set forth below in this Article, and subject to the conditions and limitations stated below in this Article: (i) procure for Stereotaxis the right to continue to use the Licensed Software, Software Documentation, Updates and/or Updated Software Documentation as provided in this Agreement; (ii) provide Stereotaxis with a non-infringing replacement product and/or documentation, or modify the Licensed Software, Software Documentation, Updates and/or Updated Software Documentation so that it becomes non-infringing, provided that the replacement/modified Licensed Software and/or Updates meet substantially the same performance and functional specifications provided in the Software Documentation or Updated Software Documentation; or, only if options (i) and (ii) are not possible despite the exercise of commercially reasonable efforts, (iii) upon return of the infringing Licensed Software at Siemens request, refund to Stereotaxis the purchase price actually paid. Except with respect to the obligations in the following paragraph (C), upon Siemens' execution of one of the options set out in this Section, Siemens shall be relieved of any further obligation or liability to Stereotaxis as a result CONFIDENTIAL TREATMENT REQUEST BY STEREOTAXIS, INC. of any such infringement and Siemens shall not be...
