IP Indemnification. Supplier shall indemnify, defend and hold harmless S&W and its Protected Parties from and against all claims by a third party alleging that any of the Products infringe any Intellectual Property Right of a third party, except to the extent the same relates to or results from (i) use of S&W’s trademarks, or (ii) Supplier’s compliance with any Specifications or design supplied by S&W. If the Products, or any part of the Products, becomes, or in Supplier’s reasonable opinion is likely to become, subject to a Third Party Claim that qualifies for intellectual property indemnification coverage under this Section 7.3, Supplier shall notify S&W in writing to cease using all or a part of the Products, in which case S&W shall immediately cease all such use of such Products and Supplier shall use its best efforts to provide Products or similar substitute Products that are non-infringing to S&W.
IP Indemnification. Axon will indemnify Customer against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon-manufactured Devices or Services infringes or misappropriates the third-party’s intellectual property rights. Customer must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon-manufactured Devices or Services by Customer or a third-party not approved by Axon; (b) use of Axon- manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon.
IP Indemnification. Company shall defend Customer against any third party Infringement Claim. Further, Company will indemnify Customer from and against damages, costs, and fees reasonably incurred (including reasonable attorneys' fees) that are attributable exclusively to such claim or action and which are assessed against Customer in a final judgment or settlement. Company's obligation to defend, settle, or indemnify Customer are subject to: (i) Customer promptly notifies Company in writing of an Infringement Claim such that Company is not prejudiced by any delay of such notification; (ii) Company has sole control over the defense and any settlement of any Infringement Claim; and (iii) Customer provides reasonable assistance in the defense of same. For the purposes of these terms, "Infringement Claim" means any claim, suit or proceeding brought against Customer based on an allegation that the Product(s), excluding any Open Source Software, as delivered by Company, infringes any patent or copyright or violates any trade secret rights of any third party.
IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon-manufactured Devices or Services infringes or misappropriates the third-party’s intellectual property rights. Agency must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon-manufactured Devices or Services by Agency or a third-party not approved by Axon; (b) use of Axon-manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon.
IP Indemnification. Covisint and Customer (“Indemnitor”) shall defend, indemnify and hold the other party (“Indemnitee”) harmless from and against any and all losses asserted by a third party arising out of, in connection with, or based upon any claim that the Indemnitor’s Intellectual Property infringes or misappropriates the Intellectual Property Rights of any third party. Notwithstanding anything in an applicable amendment hereto to the contrary, Covisint’s aggregate liability for any losses under this Section 5 shall not exceed the total Fees received by Covisint from or on behalf of Customer during the twelve (12) month period preceding the date when such Losses first accrued.
IP Indemnification. We will, at our cost and expense, defend, indemnify and hold harmless you and your Affiliates and sub-contractors, from and against all losses, awards and damages (excluding attorneys’ fees),solely to the extent arising out of claims by third parties that your use of the Offering as provided by us and in accordance with the terms governing such Offering, infringed, violated or misappropriated their valid intellectual property rights; provided that, with respect to patents, our obligation is limited to U.S. patents issued before the Agreement becomes effective. We have no indemnification obligations to the extent a claim arises from: (a) data you provide; (b) your use of the outputs of the Offering or unauthorized use; (c) combining the Offering with goods, technology or services not supplied by us; (d) modifications by anyone other than us; or (e) compromise or settlement made by you without our written consent. If the Offering is held, or we believe it may be, infringing, we may undertake at least one of the following with respect to the allegedly infringing materials at our option: (i) procure a license to allow your use; (ii) modify them to make them non- infringing; or (iii) procure a license to a reasonable substitute product. If we cannot do one these after a reasonable period, we may terminate the Agreement by notice and refund a pro-rata portion of pre-paid fees received during the applicable period without any further liability. This clause sets out your sole and exclusive remedies for claims the Offering infringes, violates or misappropriates third party intellectual property rights. Our obligations under this Section are contingent upon you notifying us in writing of a claim or other event requiring defense or indemnification promptly upon becoming aware thereof. We shall have the sole right to control the defense and/or settlement of each claim and you shall provide all reasonable assistance.
IP Indemnification. Supplier agrees to defend, indemnify, and hold harmless MTI Indemnified Parties, against any and all losses relating to or arising out any claim that the Products infringe the Intellectual Property Rights of any third party. In the event of a claim, MTI shall (a) notify Supplier in writing of any such claim; and (b) provide Supplier with reasonable information and assistance required to settle or defend the claim.
IP Indemnification. Atlassian must: (a) defend Customer from and against any third-party claim to the extent alleging that the Products, when used by Customer as authorized by this Agreement, infringe any intellectual property right of a third party (an “Infringement Claim”), and (b) indemnify and hold harmless Customer against any damages, fines or costs finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed in settlement by Atlassian resulting from an Infringement Claim.
IP Indemnification. We will, at our cost and expense, defend, indemnify and hold harmless you and your Affiliatesand sub-contractors, from and against all losses, awards and damages (excluding attorneys’ fees),solely to the extentarising out of claims by third parties that your use of the Offering as provided by us and in accordance with the terms governing such Offering, infringed, violated or misappropriated their valid intellectual property rights; provided that, with respect to patents, our obligation is limited to U.S. patents issued before the Agreement becomes effective. We have no indemnification obligations to the extent a claim arises from: (a) data you provide;
IP Indemnification. Except as may be set forth in the Contracts listed in the Synergy Disclosure Schedule, none of Synergy or any of its Subsidiaries is bound by any Contract to indemnify, defend, hold harmless, or reimburse any other person with respect to any Intellectual Property infringement, misappropriation, or similar claim. None of Synergy or any of its Subsidiaries has ever assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential liability of another person for infringement, misappropriation, or violation of any Intellectual Property right.
