IPR indemnification Sample Clauses

IPR indemnification a. The indemnity in clause 11 of the Call-Off Terms shall be limited to those amounts awarded by the courts to the third party claiming infringement or agreed to be paid by the Supplier as part of an agreed settlement. b. If any of the alternatives referred to in clause 11.7 of the Call-Off Terms are not commercially reasonably available, the Supplier may, without prejudice to the right of the Buyer to claim damages for breach of the warranties in clause 2.3 of the Framework Agreement (as incorporated into the Call-Off Terms) and clause 7 of the Call-Off Terms, end the license for the applicable services or deliverables and refund any unused, prepaid fees the Buyer may have paid for such services / deliverables. If such return materially affects the Supplier’s ability to meet its obligations under the relevant Order Form, then the Supplier may, at its option and upon thirty (30) days prior written notice, terminate the Order Form. c. In respect of any IPR Claims against the Buyer, the indemnity provided is subject to the Buyer having complied with section 26 (above). d. The Supplier will not indemnify the Buyer for an IPR Claim: (i) if any IPR Claim is pursuant to the matters set out in section 8.3 of Part 1 to the Supplier Terms, (ii) the Buyer alter the services or uses it outside the scope of use permitted the terms of the license granted in the Supplier Terms and applicable policies, (iii) if the Buyer use a version of the services which has been superseded, (iv) if the IPR Claim could have been avoided by using an unaltered current version of the services which was provided to the Buyer, (v) if the Buyer continues to use the applicable services after the end of the applicable life to use, (vi) to the extent that an IPR Claim is based upon any information, design, specification, instruction, software, data, or material not furnished by the Supplier, or (vii) for any portion of an IPR Claim that is based upon the combination of any services with any products or services not provided by the Supplier. e. The Buyer’s agrees that indemnity for IPR Claim pursuant clause 11.5 of the Call-Off Terms, is not subject to the limitations set out in clause 24.3 of the Call-Off Terms, and clause of 11.5 of the Call-Off Terms are amended by section 8 of Part 1 to the Supplier Terms accordingly. f. The rights and remedies in clause 11 of the Call-Off Terms (as amended by the provisions of this section 27) provides the parties’ exclusive remedy for any IPR Claims or rel...
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IPR indemnification. (a) If any third party claims that the Solutions or any part thereof infringes its IPR, Supplier will defend Customer and itself against all such claims and will be fully responsible for the cost of the defence and any reasonable cost or liability caused to Customer as a result thereof provided that the provisions of this clause 7(a) are subject to the following: (i) Supplier is given prompt notice of any such claim; (ii) Customer provides reasonable co-operation to Supplier in the defence and settlement of such claim, at Supplier's expense; and (iii) Supplier is given sole authority to defend or settle the claim. (b) In the defence or settlement of any claim, Supplier has the right to decide the course of action, which may include procuring the right for Customer to continue using the Solutions, replacing or modifying the Solutions so that they become non-infringing or, if such remedies are not reasonably available, terminating the Contract on immediate notice to Customer without any additional liability or obligation to pay liquidated damages or other additional costs to Customer. (c) In no event shall Supplier, its employees, agents and sub-contractors be liable to Customer to the extent that the alleged infringement is based on any act or omission of Customer including but not limited to: (i) a modification of the Solutions or Documentation by anyone other than the Supplier; (ii) combination of the Software with any product not approved by Supplier; (iii) Customer´s breach of this Contract; (iv) Customer's use of the Solutions or Documentation in a manner contrary to any instructions given to the Customer by Supplier; (v) Customer's use of the Solutions or Documentation after notice of the alleged or actual infringement from Supplier or any appropriate authority; (vi) Supplier’s modification of Licensed Software in compliance with specifications provided by Customer; or (vii) failure of the Customer to implement updates provided by Supplier. (d) The foregoing provisions of this clause state Customer's sole and exclusive rights and remedies, and the Supplier's (including the Supplier's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any IPR.
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IPR indemnification. Developer shall settle and/or defend at its own option and its own expense, and indemnify and hold harmless Nokia, its Affiliates and their respective customers, subcontractors, suppliers and contract manufacturers (the "Nokia Indemnitees") from any cost, expense, loss, attorney's fees or damage arising out of any claim, demand, suit or proceeding against Nokia Indemnitees to the extent such claim, demand, suit or proceeding is based on (i) any infringement or alleged infringement of Intellectual Property Rights of a third party by the Developer's Development or Deliverables (excluding Nokia Proprietary Items) or by any utilization thereof, (ii) any methods
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IPR indemnification. If a third party claims that your use of the Two Impulse Software infringes any copyright, trademark or trade secret, you must promptly notify Two Impulse in writing. Two Impulse shall defend and hold you harmless against costs, damages and/or reasonable attorneys fees that are included in a final judgment against you (without right of appeal) or in a settlement approved by us that are attributable to your use of the Two Impulse Software, provided that you are current in the payment of all applicable Fees prior to a claim and you reasonably cooperate with us and allow us to control the defence of such claims and all related settlement negotiations. Two Impulse's obligations hereunder are contingent on the following conditions: (a) you must notify Two Impulse in writing promptly after you become aware of a claim or the possibility thereof; and (b) you must grant Two Impulse or its licensors the sole control of the settlement, compromise, negotiation, and defence of any such action; and (c) you must provide Two Impulse and its licensors with all information related to the action that is reasonably requested by Two Impulse or such persons.
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IPR indemnification. If a third party claims that Xxxxxxxx’s use of the SuiteAssured Software infringes any copyright, trademark or trade secret, Customer must promptly notify SalesAgility in writing. SalesAgility shall defend and hold Customer harmless against costs, damages and/or reasonable attorney’s fees that are included in a final judgment against Customer (without right of appeal) or in a settlement approved by SalesAgility that are attributable to Customer’s use of the SuiteAssured Software, provided that Customer is current in the payment of all applicable Fees prior to a claim and Customer reasonably cooperates with SalesAgility and allows SalesAgility to control the defence of such claims and all related settlement negotiations. SalesAgility’s obligations hereunder are contingent on the following conditions: (a) Customer must notify SalesAgility in writing promptly after Customer becomes aware of a claim or the possibility thereof; and (b) Customer must grant SalesAgility or its licensors the sole control of the settlement, compromise, negotiation, and defence of any such action; and (c) Customer must provide SalesAgility and its licensors with all information related to the action that is reasonably requested by SalesAgility or such persons.
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IPR indemnification. (a) Sellers shall indemnify and hold Purchaser harmless from and against any costs and liabilities relating to claims raised by a customer of the Sold Business against Purchaser or any Affiliate of Purchaser after the Effective Time (the “Customer Claim”) if and to the extent (i) the Customer Claim is based on a claim raised by any third party against the respective customer claiming that a product of the Sold Business infringes such third party’s intellectual property rights (the “Third Party IPR Claim”), (ii) the Third Party IPR Claim is directed against products of the Sold Business that have been delivered to the respective customer by the Seller Group prior to the Closing Date and (iii) the Third Party IPR Claim is not a claim for cease and desist (Unterlassung) regarding the respective product of the Sold Business; it being understood that any such indemnification obligation of Sellers against Purchaser shall not exceed any obligation Seller Group would have had against the respective customer prior to Closing (the “IPR Indemnification”). (b) For the avoidance of doubt, if and to the extent any Customer Claim based on a Third Party IPR Claim being directed against products of the Sold Business that have been delivered to the respective customer on or after the Closing Date, such Customer Claim shall not be subject to the IPR Indemnification. Bird & Bird / METIS ASPA EXECUTION COPY Project London 11.12.2011 (c) Sections 15.6 and 15.7 shall apply mutatis mutandis with respect to any Customer Claim. (d) Purchaser and/or any of the Affiliate Purchasers shall (i) comply with its obligations pursuant to Section 17.5(c) in conjunction with Sections 15.6 and 15.7, (ii) not take any defence and/or settlement measure regarding the respective Customer Claim without the prior written consent of Sellers and (iii) provide Sellers with any assistance, support, information and/or authority (e.g. respective intellectual property and product expertise) necessary to perform Sellers’ obligations under the IPR Indemnification. (e) The obligations of Sellers under the IPR Indemnification shall not apply if Purchaser and/or any of the Affiliate Purchasers failed to comply with any of the obligations as set forth in Section 17.5(d).
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IPR indemnification. 11.1. Subject to Clauses 11.2 and 11.3, Anmut will defend or fully settle, at its expense, any third party claim against the Client that any Work Product provided by Anmut infringes a UK copyright provided that the Client (a) allows Anmut conduct of the defence of such claim, including any settlement, (b) makes no admission of liability or other prejudicial statement and does not agree to any settlement or compromise, (c) notifies Anmut promptly of any claim and (d) gives Anmut all reasonable assistance in connection with the defence of the claim. In the event that any damages are finally awarded against the Client in respect of such a claim, or are agreed by Xxxxx in final settlement, these will, subject to Clause 10, be paid by Xxxxx. 11.2. Xxxxx’s indemnity in Clause 11.1 will not apply if the infringement or claimed infringement is the result of (a) the Client’s modification or misuse of the relevant Work Product, (b) Client’s provision of such Work Product to a third party, (c) the Client’s failure to use enhancements or modifications offered by Anmut to avoid infringement, (d) the use of the Work Product in association or combination with any other product, (e) Anmut having followed a design, specification and/or instruction given by the Client. 11.3. If any Work Product is or in Anmut’s opinion is likely to be, held to be infringing a UK copyright, Anmut may at its expense and option either (a) procure the right for the Client to continue using it, (b) replace it with a non-infringing equivalent, (c) modify it to make it non- infringing or (d) direct the return of the Work Product and refund to the Client the Charges paid for such Work Product less a reasonable amount for the Client’s use of the Work Product up to the time of return. The Client shall use all reasonable endeavours to mitigate the losses Client suffers as a result of a third-party claim for infringement referred to in this Clause 11.3. The indemnity in Clause 11.1 constitutes the Client’s sole and exclusive remedy and Xxxxx’s entire liability with respect to any part of the Services and/or Work Product infringing any third-party UK copyright of any kind. 11.4. Client will defend or fully settle, at its expense, any third party claim against Anmut that any Client-Provided Materials provided by Client to Anmut in accordance with Clause 8.1 infringe a UK copyright provided that Xxxxx (a) allows Client conduct of the defence of such claim, including any settlement, (b) makes no admission ...
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IPR indemnification. NxtPort hereby agrees to indemnify and hold harmless Subscribers and its current and future Affiliates, officers, directors, employees, agents and representatives from each and every demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, that it or any of them may incur by reason of, or arising out of, any claim by any third Party based on an infringement of the IPR of such third Party by the Platform and excluding any claims resulting from (i) Subscriber’s unauthorized use of the Platform; (ii) any Data provided by a Data Provider;
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IPR indemnification 
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Related to IPR indemnification

  • Company Indemnification The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed or withheld; and (iii) against any and all expense whatsoever, as incurred (including the reasonable and documented out-of-pocket fees and disbursements of counsel), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”): (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: (i) any product liability or other claim of any kind related to the use by a third party of a Product that was manufactured, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) clinical trials or studies conducted by or on behalf of Licensee relating to any Products, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; (iii) Licensee’s failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of Products.

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