Intellectual Property Warranty and Indemnity. 8.1. Vendor warrants that at all times that (a) the Goods delivered or Services rendered to Buyer, and the sale and the use of the Goods in their normal or intended manner shall not infringe or contribute to infringe, any patent or copyright and shall not violate the trade secret rights of another; and (b) Vendor it is not, nor shall it become, bound by any contract or commitment, including confidentiality, trade secret or non- compete covenants, which could interfere with its performance of Services or its sale, or Buyer’s use, of the Goods.
8.2. Vendor shall defend, indemnify and hold harmless Buyer, its successors, assigns and customers, and users of Buyer's products, from and against all claims, suits, losses and damages, including reasonable attorneys' fees and costs and expenses awarded, based upon a claim of infringement, or contributory infringement of any patent or copyright, violation of another's trade secret rights, or breach of confidentiality or non-compete agreements by reason of the use or sale of the Goods or the rendering of Services.
Intellectual Property Warranty and Indemnity. Seller warrants that the Products delivered to Buyer hereunder, and the use of the Products for their normal purposes, will be free from any claims of alleged infringement of patent, copyright, trade mark, service mark, trade secret or any other intellectual property right of any other party. If any third party asserts any such claim or allegation against Buyer or its customers, Seller shall defend, indemnify and hold harmless Buyer and its customers from and against any and all costs (including reasonable attorneys’ fees incurred), expenses, losses, damages, liabilities, penalties, or judgments relating to such claim or allegation.
Intellectual Property Warranty and Indemnity. Maplesoft warrants to YOU that the Software will not infringe any registered patent, copyright, trademark or trade secret right or other intellectual property right of a third party resident in Canada or the United States (collectively, the “IP Rights”). Maplesoft shall hold YOU harmless from costs, losses, damages and liability which may be incurred on account of a finding of infringement of IP Rights by the Software by a court of competent jurisdiction, and Maplesoft shall, at its own expense, defend all claims, suits or actions alleging such infringement of IP Rights, against YOU, provided that Maplesoft (i) is promptly notified of such claims, suits and actions, (ii) given all evidence in YOUR possession, and (iii) given reasonable assistance by YOU in, and sole control of, the defence thereof and all negotiations for its settlement or compromise. In the event of such a claim of infringement of IP Rights, Maplesoft’s obligation under this Agreement shall be fulfilled if Maplesoft: (i) obtains a license for YOU to continue the use the Software, or (ii) replaces or modifies the Software so as to be commercially substantially equal but non-infringing, provided, however, that if none of these options are reasonably available to Maplesoft, then upon written request by Maplesoft, YOU shall return the Software and Maplesoft will refund the Fees paid for the Software. The indemnification under this Section shall not apply to any claim of infringement of IP Rights which may be brought resulting from (1) any unauthorized use of the Software; (2) any use of the Software in a manner for which the Software was not designed or in combination with any other product, which combination is the cause of the IP infringement; (3) any unauthorized modifications to the Software made by YOU; (4) any wilful act by YOU contrary to the terms of the License; or (5) any settlement or compromise incurred or made by YOU without Maplesoft’s prior written consent. The above states the entire liability of Maplesoft with respect to infringement of IP Rights by the Software and is in lieu of all warranties, express, implied or statutory, in regard thereto.
Intellectual Property Warranty and Indemnity. Supplier warrants that Products do not infringe any patent, copyright or other intellectual property right of any third party. Supplier shall hold Buyer harmless against and handle, defend or settle any claim, demand, suit or proceeding brought against Buyer or Buyer’s customers that is based on an allegation that any article, apparatus, material, component or part thereof constituting Products, as well as any article, device or process resulting from the intended use thereof or any process or method furnished by Supplier for making or using Products, constitutes an infringement of any patent, copyright or other intellectual property right, and Supplier shall pay all damages and costs awarded therein or all costs incurred and payment due in settlement thereof, including but not limited to any royalties due for the continuing purchase of, or use of Products from Supplier. If any article, apparatus, material, component or part thereof, or any device or process necessarily resulting from the use thereof or process or method for using Products, is held in such suit or proceeding to constitute infringement or misappropriation and the manufacture, sale or use of the article, apparatus, material, component, part, device, process or method is enjoined, Supplier shall, at its own expense and at Buyer’s option, either procure for Buyer the right to continue making, using or selling the article, apparatus, material, component, part, device, process or method, or if the form, fit, function or performance thereof will not be materially adversely affected, replace same with a non-infringing article, apparatus, material, component, part, device, process or method, or modify it so it becomes non-infringing, or remove the article, apparatus or material or component and refund the purchase price and the transportation and installation costs thereof. The provisions of this Section 20 shall survive the termination or expiration of this Contract.
Intellectual Property Warranty and Indemnity. Licensor warrants that the Software as licensed and any other deliverable supplied by Licensor does not infringe any third party intellectual property rights. Provided that Licensee shall give prompt written notice to Licensor of any claims against Licensee, its affiliates, and/or their customers that the Software and/or related documentation and/or any other deliverable supplied by Licensor infringes any patent, copyright or other intellectual property right of a third party, Licensor shall, at Licensor's expense, defend, indemnify and hold-harmless Licensee, its affiliates and their customers from any such claim and from any resulting costs and expenses. Failure by Licensee to give prompt written notice shall not relieve Licensor of its obligations hereunder unless such failure is material to Licensor's ability to defend or settle the claim.
Intellectual Property Warranty and Indemnity. Licensor warrants that the Software as licensed and any other deliverable supplied by Licensor does not infringe any third party intellectual property rights. Provided that Licensee shall give prompt written notice to Licensor of any claims against Licensee, its affiliates, and/or their customers that the Software and/or related documentation and/or any other deliverable supplied by Licensor infringes any patent, copyright or other intellectual property right of a third party, Licensor shall, at Licensor's expense, indemnify and hold-harmless Licensee, its affiliates and their customers from any such claim and from any resulting costs and expenses including reasonable attorney’s fees and shall also, at Licensee’s written request and at Licensor’s expense, defend Licensee, its affiliates and their customers against any such claim. As used herein “customer” includes any indirect customer such as an ultimate end-user or higher tier subcontractor or contractor. Failure by Licensee to give prompt written notice shall not relieve Licensor of its obligations hereunder unless such failure is material to Licensor's ability to defend or settle the claim.
Intellectual Property Warranty and Indemnity. (a) Supplier shall hold and save the University, its officers, agents, and employees, harmless from liability of any kind, including costs and expenses, resulting from infringement of the rights of any third party in any Services or copyrighted material, patented or patent-pending invention, article, device or appliance delivered in connection with this Agreement.
(b) Supplier warrants to the best of its knowledge that:
(i) Performance under this Agreement does not infringe upon any intellectual property rights of any thirdparty; and
(ii) There are no actual or threatened actions arising from, or alleged under, any intellectual propertyrights of any third party.
(c) Should any deliverables supplied by Supplier become the subject of a claim of infringement of a patent, copyright, trademark, or a trade secret, the Supplier, shall at its option and expense, either procure for the University the right to continue using the deliverables, or replace or modify the same to become non-infringing. If neither of these options can reasonably be taken in Supplier’s judgment, or if further use shall be prevented by injunction, the Supplier agrees to cease provision of any affected deliverables and refund any sums the University has paid Supplier for such deliverables and make every reasonable effort to assist the University in procuring substitute deliverables. If, in the sole opinion of the University, the cessation of use by the University of any such deliverables due to infringement issues makes the retention of other items acquired from the Supplier under this Agreement impractical, the University shall then have the option of terminating this Agreement, or applicable portions thereof, without penalty or termination charge; and Supplier agrees to refund any sums the University paid for unused Services or other deliverables.
(d) The Supplier, at its own expense, shall defend any action brought against the University to the extent that such action is based upon a claim that the deliverables supplied by the Supplier or their use or operation, infringe on a patent, copyright, trademark or violate a trade secret. The Supplier shall pay those costs and damages finally awarded or agreed in a settlement against the University in any such action.
(e) Supplier will not be required to defend or indemnify the University to the extent any claim by a third party against the University for infringement or misappropriation results solely from the University’s material alterationof ...
Intellectual Property Warranty and Indemnity. 15.1 Vendor warrants that it is the legal and beneficial owner of all patents, trademarks and other intellectual property rights in the products and/or services or any part thereof and that the products and/or services supplied do not infringe any intellectual property rights belonging to a third party and that DN shall be entitled to use and sell the products and/or services globally.
15.2 Vendor shall defend and indemnify DN and its Affiliates, contractors, subcontractors, customers and their respective successors and assigns (“Protected Parties”) against all claims and losses and shall compensate for all damages (including reasonable legal fees) resulting directly or indirectly from any claim related to infringement, or alleged infringement, of any third party intellectual property right, caused by using, producing, selling or sublicensing Vendor’s products and/or services; subject to the following conditions:
(a) DN must notify Vendor in writing without undue delay of any allegation of infringement against them or other Protected Parties;
(b) DN must not make any admissions without Vendor’s prior written consent; unless Vendor does not react within a reasonable time upon such requests by DN;
(c) DN must, at Vendor’s request, allow Vendor to conduct and/or settle all negotiations and litigation and must give Vendor all reasonable assistance. The costs incurred or recovered in such negotiations and litigation will be paid by Vendor.
15.3 If at any time any allegation of infringement of any third-party intellectual property rights is made or, in Vendor’s opinion, is likely to be made, Vendor shall at its own expense and upon his choice:
a) modify or replace such part of the product and/or services as it considers necessary so as to avoid the infringement. Any replacement must offer equivalent performance and not violate any third party intellectual property rights; or
b) procure the right for DN to continue using the product and/or services.
Intellectual Property Warranty and Indemnity. 9.1. E-TEK agrees to indemnify, defend and hold harmless ONI and its officers, directors, successors and assigns from and against any and all loss, damage, settlement or expense (including reasonable legal expenses), as incurred, resulting from or arising out of any claims that any Supply or the use or sale thereof infringe upon, misappropriate or violate any patents, copyrights, or trade secret rights or proprietary rights (collectively, "Intellectual Property Rights") of persons, firms or entities who are not parties to this Agreement; provided that ONI (i) immediately notifies E-TEK, in writing, of any notice or claim of such alleged infringement, violation or misappropriation involving the Supplies of which it becomes aware, and (ii) permits E-TEK to control the defense, settlement, adjustment or compromise of any such claim using counsel of E-TEK's own choosing; and, (iii) fully cooperates with the defense. ONI may employ counsel, at its own expense, to assist it with respect to any such claim.
Intellectual Property Warranty and Indemnity. Consultant represents and warrants to City that, to the best of Consultant’s knowledge, any Intellectual Property (including but not limited to: patent, patent application, trade secret, copyright and any applications or right to apply for registration, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right in connection with any services and/or products) related to this Agreement does not violate or infringe upon any patent, trademark, or copyright, or misappropriate any trade secret or other proprietary rights of any other person or entity. To the fullest extent permitted by law, Consultant agrees to indemnify, defend, and hold harmless City, Consultant’s officials, officers, employees, and agents, from any and all claims, demands, actions, liabilities, damages, or expenses (including reasonable attorneys’ fees and costs) arising out of an infringement, actual or alleged, direct of contributory of any Intellectual Property rights in any way related to Consultant’s performance under this Agreement or the City’s authorized intended or actual use of Consultant’s product or service under this Agreement. This provision shall survive expiration or termination of this Agreement. If any product or service becomes, or in the Consultant’s opinion is likely to become, the subject of a claim of infringement, the Consultant shall, at its sole expense: (i) provide the City the right to continue using the product or service; or (ii) replace or modify the product or service so that it becomes non-infringing; or (iii) if none of the foregoing alternatives are possible even after Consultant’s commercially reasonable efforts, in addition to other available legal remedies, City will have the right to accept the return of the product or service and refund an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which are due to the Consultant. The Consultant’s obligation will be void as to any product or service modified by the City without Consultant’s authorization to the extent such unauthorized modification by the City is the sole cause of the claim.
