IP Indemnity. (a) Except as expressly limited below, Seller agrees to indemnify, defend and hold Buyer harmless from any and all third party claims resulting from any alleged infringement of patents, copyrights or other third party intellectual property rights, or from the misuse of third party trade secrets by Bloom Systems purchased by Buyer from Seller. Buyer shall give Seller prompt notice of any such claims. Buyer shall give Seller control of the defense of such claim and Buyer authorizes Seller to settle or defend such claims in its sole discretion on Buyer’s behalf, subject to the proviso of the following sentence. Buyer shall assist Seller in defending any such claim (at Seller’s reasonable expense) upon request by Seller. Should Buyer be enjoined from selling or using the Bloom System as a result of such claim, Seller will, at its sole option and discretion, either (i) procure or otherwise obtain for Buyer the right to use or sell the Bloom System; (ii) modify the Bloom System so that it becomes non-infringing but still substantially meets the original functional specifications of the Bloom System (in which event, for the avoidance of doubt, all warranties hereunder shall continue to apply unmodified); (iii) upon return of the Bloom System to Seller, as directed by Seller, provide to Buyer a non-infringing Bloom System meeting the functional specifications of the Bloom System, or (iv) when and if none of the first three options is reasonably available to Seller, authorize the return of the Bloom System to Seller and, upon receipt thereof, return to Buyer all monies paid by Buyer to Seller for the cost of the Bloom System itself, net of any monies paid by Seller to Buyer for any performance guaranties or other warranty claims; provided that Seller shall not elect the option in the preceding clause (i) without the Buyer’s written consent if such election is reasonably expected to materially decrease Buyer’s revenues or materially increase Buyer’s operating expenses.
(b) THIS INDEMNITY SHALL NOT COVER ANY CLAIM:
(i) for patent infringement based upon any combination made by Buyer of any Bloom System with any other product or products or modifications made by Buyer to any part of the Bloom System, unless such combination or modification is in accordance with Seller’s specifications for the Bloom System, or unless the combination or modification is made by or on behalf of or at the written request of Seller; or
(ii) for infringement of any proprietary rights arising...
IP Indemnity. Formidium shall defend, indemnify and hold harmless the Client from and against any final judgment, including an award of reasonable attorney’s fees, that may be awarded by a court of competent jurisdiction against the Client, resulting from any third-party claim, suit or proceeding that arises from the Client’s use of the Formidium Systems in accordance with this Agreement that infringes or misappropriates any U.S. trade secret, trademark, or copyright (“Claim”). Notwithstanding the foregoing Formidium will have no indemnity obligation to the Client if the alleged infringement or misappropriation is based on (i) any combination, operation, or use of the Formidium Systems with products, services, information, materials, technologies, business methods or processes not furnished by Formidium to the extent the infringement or misappropriation is based on such combination, operations or use;
IP Indemnity a Subject to the limitations set forth in section 10.1, Tourplan indemnifies you against any claim or proceeding brought against you to the extent that claim or proceeding alleges that your use of the Software in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to you: promptly notifying Tourplan in writing of any IP Claim; making no admission of liability and not otherwise prejudicing or settling the IP Claim, without Tourplan’s prior written consent; and giving Tourplan complete authority and information required for Tourplan to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for Tourplan’s account. b The indemnity in section 1.5a does not apply to the extent that an IP Claim arises from or in connection with: your breach of the Agreement; the use of the Software or the Documentation in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by Tourplan; any third party data or data owned by you; or modification or alteration of the Software by a person other than Tourplan; or combination of the Software with any other software product not approved by Tourplan. c If at any time an IP Claim is made, or in the Tourplan’s reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, Tourplan may (at its option): obtain for you the right to continue using the items that are the subject of the IP Claim; or modify, re-perform or replace the items that are the subject of the IP Claim so they become non-infringing.
IP Indemnity. Partner will extend to Customer any pass-through indemnification coverage offered by its licensors and suppliers against liabilities arising solely from a third party allegation that the use of Google’s technology used to provide the Products and Services (excluding any open source software), or any Google Brand Feature, infringes or misappropriates such third party’s patent, copyright, trade secret, or trademark.
IP Indemnity. Remedent shall indemnify Den-Mat and its Affiliates and its and their respective officers, directors, members, managers, employees, agents and representatives from and against any and all Liabilities, to the extent resulting from, arising out of, or in connection with any infringement or alleged infringement of the Products, the Intellectual Property of Remedent, or any use or application thereof upon any Intellectual Property of any Person. If the manufacture, distribution, marketing, licensing, sale or use of any Product or Intellectual Property, as contemplated by this Agreement, is enjoined as a result of any Intellectual Property claim or judgment, then Remedent, in addition to its other obligations under this Agreement, shall, at its option, (i) obtain for Den-Mat, at Remedent’s expense, any license required for Den-Mat to manufacture, market, distribute, license and sell the Products as contemplated by this Agreement, or (ii) redesign the infringing item or items to be non-infringing, while maintaining the original function thereof or (iii) replace the infringing item or items with an equivalent, non-infringing item approved by Den-Mat.
IP Indemnity. Entrust will defend You from any claims by third parties that the Software infringes upon or misappropriates any existing third-party United States patent, trade-xxxx, or copyright (a "Claim"), and will pay any damages, settlements, costs, and expenses, including court costs and reasonable attorney's fees, finally awarded against You by a court or arbitrator in any proceeding related to such claim, provided, however, that You (i) give to Entrust prompt written notice of each Claim threatened or received by You, (ii) give to Entrust the sole right to control and direct the investigation, defense and settlement of such Claim, and (iii) have not compromised or settled the Claim. In the event that (1) Entrust becomes aware of an actual or potential Claim, or (2) You provide Entrust with notice of an actual or potential Claim, Entrust may (or in the case of an injunction against You, will), at Entrust’s sole option and determination: (A) procure for You the right to continue to use the Software; or (B) replace or modify the Software with equivalent or better Software so that Your use is no longer infringing; or (C) if (A) or (B) are not commercially reasonable, take return of the affected portion of the Software and pay to You fees paid by You for the Services related to the affected portion of the Software during the three month period immediately preceding the Claim. Entrust will have no liability to You under this section and will be indemnified and held harmless by You against any Claim in respect of any Software in the event that such Software: (I) is used by You outside the scope or the license granted in this Plan or in a manner or for a purpose other than that for which it was supplied; (II) is modified by You without the written consent of Entrust; or
IP Indemnity. (a) Except as expressly limited below, Seller agrees to indemnify, defend and hold Buyer, its members, and their Affiliates and their respective managers, officers,
IP Indemnity a The Company indemnifies the Affiliate from and against any claim or proceeding brought against the Affiliate in the Territory to the extent that claim or proceeding alleges that the resale of the Products & Services (or the use of the Brands) by the Affiliate in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights in the Territory (IP Claim). The indemnity in this clause is subject to the Reseller: ii making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Company’s prior written consent; and iii giving the Company complete authority and information required for the Company to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Company’s account. b The indemnity in clause 11.1a does not apply to the extent that the IP Claim arises from or in connection with the conduct of the Business in breach of the Agreement, including: i the resale of the Products *& Services (or use of the Brands) outside the Territory; or ii any warranty given or representation made by the Affiliate to a Customer or prospective Customer in breach of clause 11.1a. c Without limiting the indemnity in clause 11.1a, if at any time an IP Claim is made, or in the Company’s opinion is likely to be made, then in defence or settlement of the IP Claim, the Company may modify or replace the items the subject of the IP Claim so they become non- infringing.
IP Indemnity. (a) Except as expressly limited below, Operator agrees to indemnify, defend and hold Owner, its members and its permitted successors and assigns, and their Affiliates and their respective managers, officers, directors, employees and agents harmless from and against any and all Third Party Claims and Indemnifiable Losses (including in connection with obtaining any Intellectual Property necessary DM_US 164459510-10.107145.0012 for continuation of completion, operation and maintenance, and performance of the Facility Services for the Bloom Systems purchased by Owner from Operator), arising from or in connection with any alleged infringement, conflict, violation, misappropriation or misuse of any patents, copyrights, trade secrets or other third party Intellectual Property rights by the Bloom Systems purchased by Owner from Operator (or the use, operation or maintenance thereof) or the exercise of the IP License or the Software License granted pursuant to the Phase 1 CapEx Agreement or Phase 2 CapEx Agreement, as applicable. Owner shall give Operator prompt notice of any such claims. Operator shall be entitled to participate in, and, unless in the opinion of counsel for Operator a conflict of interest between the Parties may exist with respect to such claim, assume control of the defense of such claim with counsel reasonably acceptable to Owner. Owner authorizes Operator to settle or defend such claims in its sole discretion on Owner’s behalf, without imposing any monetary or other obligation or liability on Owner and subject to Owner’s participation rights set forth in this Section 12.1 and further provided that any such settlement: (i) includes a full and complete release in favor of Owner; and (ii) does not require any admission of fault or liability on the part of Owner. Owner shall assist Operator upon reasonable request by Operator and, at Operator’s reasonable expense, in defending any such claim. If Operator does not assume the defense of such claim, or if a conflict precludes Operator from assuming the defense, then Operator shall reimburse Owner on a monthly basis for Owner’s reasonable defense expenses of such claim through separate counsel of Owner’s choice reasonably acceptable to Operator. Even if Operator assumes the defense of such claim, Owner may, at its sole option, participate in the defense, at Owner’s expense, without relieving Operator of any of its obligations hereunder. Should Owner be enjoined from selling or using any Bloom System as...
IP Indemnity. The Provider indemnifies RQ and its employees, contractors and agents from and against, any and all royalties, damages, liabilities and costs, including reasonable legal fees, arising from or in connection with any action, claim or proceeding against the Provider or RQ alleging (each an IP Claim):
(i) any infringement or misuses of any Intellectual Property by the Provider or the Workers under this Agreement;
(ii) the misuse by the Provider or the Workers of any confidential information or secret processes of any third party; or
(iii) that the Services, any Subcontractor Documents, any of the Provider’s Documents, or use of any of them by RQ is an infringement of the Intellectual Property of, or a misuse of any confidential information or secret processes of, another person. The Provider is not liable to indemnify RQ under clause 22.5(a) if:
(i) the IP Claim relates solely to: specifications and drawings furnished by RQ; a particular process or the product of a particular manufacturer specified by RQ; or services and materials furnished by RQ; and
(ii) the Provider did not offer or recommend such specifications, drawings, processes or products to RQ.
