Common use of IP Indemnification Clause in Contracts

IP Indemnification. Axon will indemnify Agency 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.

Appears in 8 contracts

Samples: Contract, Master Services and Purchasing Agreement, Contract

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IP Indemnification. Axon will indemnify Agency Indemnitees against all claims, losses, and reasonable expenses from any third- third-party claim alleging that the use of Axon-manufactured Devices or Services infringes or misappropriates the third- 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- 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.

Appears in 8 contracts

Samples: Master Services and Purchasing Agreement, Master Services and Purchasing Agreement, Master Services and Purchasing Agreement

IP Indemnification. Axon will indemnify Agency Customer against all claims, losses, and reasonable expenses from any third- third-party claim alleging that the use of Axon-manufactured Devices or Services infringes or misappropriates the third- third-party’s intellectual property rights. Agency 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 Agency 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.

Appears in 8 contracts

Samples: Addendum to Agreement, Addendum to Agreement, Master Services and Purchasing Agreement

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IP Indemnification. Axon will indemnify Agency Customer against all claims, losses, and reasonable expenses from any third- third-party claim alleging that the use of Axon-manufactured Devices or Services infringes or misappropriates the third- third-party’s intellectual property rights. Agency 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 Agency Customer or a third-party not approved by Axon; (b) use of Axon- 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.

Appears in 1 contract

Samples: Cooperative Purchasing Master Contract

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