IP Infringement. Subject to the limitations in Xxxxxxx 00, XXX shall indemnify and defend Customer from any damages, costs, liabilities, expenses (including reasonable attorney’s fees) (“Damages”) actually incurred or finally adjudicated as to any third-party claim or action alleging that the Software delivered pursuant to this Agreement infringe or misappropriate any third party’s patent, copyright, trade secret, or other intellectual property rights enforceable in the applicable jurisdiction (each, an “Indemnified Claim”). If Customer makes an Indemnified Claim under this Section or if ESO determines that an Indemnified Claim may occur, ESO shall at its option: (a) obtain a right for Customer to continue using such Software; (b) modify such Software to make it a non-infringing equivalent or (c) replace such Software with a non-infringing equivalent. If (a), (b), or (c) above are not reasonably practicable, either party may, at its option, terminate the relevant Addendum, in which case ESO will refund any pre-paid Fees on a pro-rata basis for such Addendum. Notwithstanding the foregoing, ESO shall have no obligation hereunder for any claim resulting or arising from (x) Customer’s breach of this Agreement; (y) modifications made to the Software not performed or provided by or on behalf of ESO or (z) the combination, operation or use by Customer (and/or anyone acting on Customer’s behalf) of the Software in connection with any other product or service (the combination or joint use of which causes the alleged infringement). This Section 11 states ESO’s sole obligation and liability, and Customer’s sole remedy, for potential or actual intellectual property infringement by the Software.
IP Infringement. If the Products and Services become the subject of a claim of infringement of Intellectual Property Rights under this Section, CaseWare will, in CaseWare’s sole discretion:
IP Infringement. If a Party becomes aware of any infringement or threatened infringement of any Intellectual Property disclosed to or licensed by the other Party under this Agreement, the first- mentioned Party must promptly notify the other Party identifying (if possible) the infringer and relevant details of the infringement or potential infringement.
IP Infringement. To the best of Toray’s knowledge: (i) the Manufacture, use or sale of the Compound and/or Products as contemplated hereunder are not and will not be Covered by a Valid Claim of any Patent Rights of any Third Party which could result in legal actions or other Losses and Claims against Acologix; and (ii) no Third Party is currently infringing the Toray Patent Rights with respect to the manufacture, use or sale of Products or Competitive Products in Europe or North America. There are no existing actions, suits or proceedings, and Toray has not received any written claim or demand from a third party, that challenges Toray’s rights with respect to the Toray Patent Rights, the Toray Know-How, the Compound and/or any Products or that asserts that development, manufacture or sale of the Compound and/or Products would infringe the intellectual property rights of a third party in Europe or North America.
IP Infringement. Contractor shall defend; shall release, discharge, and relinquish; and shall indemnify, protect and hold harmless Company Group from and against any and all Claims brought by or on behalf of any person or entity arising out of or in connection with any allegation, in whole or in part, that Company Group’s use or possession of the goods or services provided by Contractor infringes, misappropriates, dilutes, or violates the copyright, trade secret, trademark, trade dress, service xxxx, patent or any other proprietary right (including without limitation, moral, termination, privacy, Or personality rights) of any person or entity.
IP Infringement. Subject to Sections 9(b) (Exceptions) Druva, if notified promptly in writing and given authority, control, information and assistance at Druva's expense for defense and settlement of same, shall defend and indemnify Customer against Indemnified Liabilities, in any Third Party Legal Proceeding so far as it is based on a claim that the use of the Software, the Cloud Services, or Cloud Apps furnished under this Agreement infringes a United States patent that has been issued as of the installation or deployment date, as the case may be. If Druva reasonably believes that Customer's use of the Software, the Cloud Services, or the Cloud Apps is likely to be enjoined, or if the Software, the Cloud Services, or the Cloud Apps are held to infringe such patent and all use of such Software, Cloud Services, or the Cloud Apps by Customer is thereby enjoined, Druva shall, at its expense and at its sole option, (i) procure for Customer the right to continue using the Software, Cloud Services, or the Cloud Apps, (ii) replace the Software, Cloud Services, or the Cloud Apps with other non-infringing software or services of substantially equivalent functionality or (iii) modify the Software, Cloud Services, or the Cloud Apps so that there is no infringement, provided that such modified software or services provide substantially equivalent functionality. If, in Druva's opinion, the remedies in clauses (i), (ii) and (iii) above are infeasible or commercially impracticable, Druva may, in its sole discretion, refund Customer, directly or through the reseller with which Customer contracted, a pro-rated amount of the applicable Fees pre-paid by Customer covering the whole months that would have remained, absent such early termination, in the Term following the effective date of such early termination and terminate this Agreement. Customer shall not settle any matter without the prior written approval of Druva.
IP Infringement. Subject to the limitations in Section 12, ESO shall defend and indemnify Customer from any damages, costs, liabilities, expenses (including reasonable attorney’s fees) (“Damages”) actually incurred or finally adjudicated as to any third-party claim or action alleging that the Software delivered pursuant to this Agreement infringe or misappropriate any third party’s patent, copyright, trade secret, or other intellectual property rights enforceable in the applicable jurisdiction (each, an “Indemnified Claim”). If Customer makes an Indemnified Claim under this Section or if ESO determines that an Indemnified Claim may occur, ESO shall, in addition to its indemnity obligations set forth above, at its option:
IP Infringement. In the event of any claims or suits or proceedings being commenced against the Buyer in connection with any intellectual property related dispute in relation to the Products, the Buyer shall give Seller written notice within three business days of any such claims or suits or proceedings and permit Seller to answer the charge of infringement and control the defense of such claims or suits or proceedings at its own expense. The Buyer shall provide all such information, authority and assistance (including, without limitation, all information and documents) as the Seller may reasonably require pursuant to enable Seller to defend such claims or suits or proceedings commenced against it. Notwithstanding the above provisions, the Buyer shall not settle or compromise any claim, action or proceeding without the prior written consent of Seller, otherwise, Seller is not obliged to make any compensations arising from such settlement or compromise. If, in any such suit or proceedings, the Products are finally held to constitute an infringement, Seller shall compensate the Buyer for the damages which shall be paid in accordance with the court orders or judgements and make every reasonable effort to secure for the Buyer a license, at Seller’s sole cost and expense, authorizing continued use of the Products. If Seller is unable to secure such license within a reasonable time, Seller shall, at its sole cost and expense, either replace the Products with non- infringing components or parts or modify the same so that they become non-infringing. The Seller will have no liability under this clause to the extent that infringement is wholly or partially attributable to the Buyer’s modification or combination of one or more Products with designs not supplied by the Seller or Seller’s compliance with technical drawings, designs or other such specifications furnished by the Buyer; or the Products are not used for the intended purpose.
IP Infringement. Subject to the procedures and requirements of Section X.E., IronNet shall indemnify, and hold harmless CUSTOMER including their respective officers, directors, employees, contractors, and agents (each a “CUSTOMER Entity”) from and against any Losses (as defined below) arising from any and all demands, claims, suits, proceedings, or actions of any kind or character brought by a third party (each, a “Claim”) against the CUSTOMER Entities to the extent the Claim is based on a claim that any Project Equipment or Services, or any part of any of them, provided by IronNet in connection with the Dome/Defense constitutes a misappropriation of, an unauthorized use, or an infringement (collectively, “Infringement”) of any trade secret, copyright, trademark, patent, or any other proprietary right of any third party, provided that IronNet shall have no obligation or liability for a Claim to the extent it arises out of: (a) IronNet’s compliance with any material changes or additions to the specifications, requirements or directions by or on behalf of any CUSTOMER Entity, if the Infringement would not have occurred but for such material change or addition; (b) any unauthorized use or combination of the Project Equipment or Services with any software, services, process or other technology or materials not provided or authorized by IronNet, where, but for such combination or use, the Claim would have been avoided; (c) any unauthorized material modification to the Project Equipment or Services by any CUSTOMER Entity or any other person or entity other than IronNet where, but for such modification, the Claim would have been avoided; (d) violation of applicable law, rule or regulation or any use of the Project Equipment or Services not authorized hereunder by any CUSTOMER Entity where such conduct materially affects the Claim or consequences of the Claim; or (e) any continued use of any Project Equipment after an update or modification that avoids the Infringement while providing materially similar functionality has been provided by IronNet. If any Project Equipment or Services, or any part of any of them (“Infringing Item”), are (in the reasonable opinion of IronNet) likely to be subject to such a Claim, or are in any such Claim held or likely to be held (in CUSTOMER’s reasonable determination) to constitute Infringement, or if CUSTOMER’s use of said Infringing Item is or is likely to be enjoined, IronNet may, at its sole expense, either (i) procure for CUSTOMER the right to...
IP Infringement. Ready Set has no liability or obligation with respect to claims relating to third party Intellectual Property Rights to the extent claims arise from (1) use of a Ready Set Ad or any related Generic Footage in combination with other footage, images, music, narration or other Content not provided to Client by Ready Set in connection with the Services, (2) designs, requirements, or other Content required by Client, (3) Client Materials, (4) Client’s (or its vendor’s or service provider’s) continued use of a Ready Set Ad or any related Generic Footage after being informed such Ready Set Ad or Generic Footage may infringe third party Intellectual Property Rights, or (5) any modification of a Ready Set Ad or related Generic Footage not made or authorized in writing by Ready Set.
