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:
(a) obtain a right for the Customer to continue using the Products and Services;
(b) modify the CaseWare Offerings so they become non-infringing but still provide or support substantially the same functionality as the infringing Products and Services; or
(c) terminate the applicable Order Form and refund the unused portion of any prepaid Fees received by CaseWare from Customer. For Products licensed on a perpetual basis, such refund shall be based on the unamortized or unexpensed portion of the purchase price allocated to that portion of the Software, based on a three-year straight-line amortization.
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. 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. 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. 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 Partner against any action, suit, or proceeding brought against Partner so far as it is based on a third-party claim that the use of the Cloud Services 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 Partner’s use of the Cloud Services is likely to be enjoined, or if the Cloud Services are held to infringe such patent and all use of such Cloud Services by Partner is thereby enjoined, Druva shall, at its sole option and expense, (i) procure for Partner the right to continue using the Cloud Services pursuant to the applicable limited licenses expressly granted by Druva to Partner in Section 2, (ii) replace Cloud Services with other non-infringing software or services of substantially equivalent functionality, or (iii) modify the Cloud Services so that there is no infringement, provided that such modified software or services provides 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 to the applicable Customers a pro-rated amount of the applicable Fees pre-paid by such Customers to Druva, through Partner or an Authorized Distributor, covering the whole months that would have remained, absent such early termination, in the term of the applicable Customer Agreements following the effective date of such early termination and terminate such Customer Agreements. Partner shall not settle any matter without the prior written approval of Druva.
IP Infringement. Each licensor/provider of intellectual property and methodology under Section 7.06(a) or (b), above, represents and warrants that it has all rights and/or title to license or provide such intellectual property or methodology to the Operating Company as contemplated hereby. The parties shall cooperate reasonable with one another and the Operating Company in the event any infringement is asserted by any third party against any party hereto or the Operating Company in connection with the actions contemplated by Section 7.06(a) and (b), above.
IP Infringement. To each Party’s knowledge, as of the Effective Date, (a) the materials to be supplied by such Party for the conduct of the Early Stage Program and (b) the use and practice of the Takeda and MTEM Background IP for the conduct of the Early Stage Program, in each case ((a) and (b)), would not infringe any intellectual property rights of any Third Party.
IP Infringement. 4.1 ANSYS will defend at its expense, any claim, suit, or proceeding (each, a “Claim”) brought against Customer by any third party to the extent that such Claim is based on a claim that the Services infringe or conflict with any rights of such third party under copyright laws of any country that is a signatory to the Berne Convention; any trademark issued under the laws of the United States, any State of the United States or any member state of the European Union; or any trade secret laws of the United States, any State of the United States or any member state of the European Union. ANSYS will pay all costs and damages finally awarded against the Customer by a court of competent jurisdiction as a result of any such Claim; provided, however, that Customer (i) promptly notifies ANSYS in writing of such Claim; (ii) promptly gives ANSYS the right to control and direct the investigation, preparation, defense and settlement of such Claim, with counsel of ANSYS’ own choosing (provided that Customer will have the right to reasonably participate, at its own expense, in the defense of any such Claim); and (iii) gives assistance and full cooperation for the defense of same. If the Services are, or in ANSYS’ opinion, might be held to infringe as set forth above, ANSYS may, at its option: (a) replace or modify the Services so as to avoid infringement; (b) obtain for the Customer the right to continue to use the Services; or (c) require that the Customer returns that portion of the Services that are infringing and provide a partial refund for such infringing Services. In the event that the non- infringing portion of the Services cannot be used by the Customer without access to the portion of the Services that were returned to ANSYS hereunder, then ANSYS may agree to refund the complete service fee paid by the Customer for the Services, provided that the Customer returns all of the work provided by ANSYS as part of the Services.
4.2 The foregoing indemnity will not apply to any Claim based upon or arising from (i) use of the Services in combination with any third party equipment, software, or data for which it was not intended to be used; (ii) compliance by ANSYS with the designs or specifications of the Customer; (iii) modification of the Services other than at the direction of ANSYS; or (iv) Customer’s continued use of the Services subsequent to the receipt of (a) notice of any claimed infringement or (b) notice from ANSYS of its intent to exercise rights under Section...
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.
