JAGGAER Indemnification Sample Clauses

JAGGAER Indemnification. JAGGAER shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claims, demands, suits or proceedings brought by a third party alleging that the JAGGAER Applications infringe upon any patent, copyright or trademark or misappropriate any trade secret or other intellectual property rights of any third party. JAGGAER shall have no obligation to indemnify Client to the extent any alleged patent infringement arises out of (a) the use of the JAGGAER Applications in combination by Client with other data, products, software, processes or materials not provided or authorized by JAGGAER; (b) the modification of the JAGGAER Applications by a party other than JAGGAER; (c) any unauthorized use of the JAGGAER Applications or (d) the Client Data. Should the JAGGAER Applications as used by Client infringe, or in JAGGAER’s commercially reasonable opinion be likely to infringe, JAGGAER shall, at its option and sole expense: (i) procure for Client the right to continue to use the JAGGAER Applications, (ii) modify the JAGGAER Applications to eliminate any such claim that might result from their use hereunder, provided such modification does not adversely affect the functional capabilities of the JAGGAER Applications or (iii) replace the JAGGAER Applications with equally suitable, compatible and functionally equivalent non- infringing JAGGAER Applications at no additional charge to Client. If none of these options is commercially practicable, then the Agreement may be terminated by JAGGAER without further obligation or liability on the part of either party hereto except that JAGGAER agrees to promptly refund to Client the fees paid by Client for the portion of the Subscription Term for which the JAGGAER Applications would no longer be available to Client. This Section 7 states the entire liability and obligation of JAGGAER, and Client’s exclusive remedy, with respect to any intellectual property infringement relating to the JAGGAER Applications.
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JAGGAER Indemnification. XXXXXXX shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claims, demands, suits or proceedings brought by a third party alleging that the JAGGAER Applications infringe upon any patent, copyright or trademark or misappropriate any trade secret or other intellectual property rights of any third party. JAGGAER shall have no obligation to indemnify Client to the extent any alleged patent infringement arises out of (a) the use of the JAGGAER Applications in combination by Client with other data, products, software, processes or materials not provided or authorized by JAGGAER; (b) the modification of the JAGGAER Applications by a party other than JAGGAER; (c) any unauthorized use of the JAGGAER Applications or (d) the Client Data. Should the JAGGAER Applications as used by Client infringe, or in JAGGAER’s commercially reasonable
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JAGGAER Indemnification. JAGGAER shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claims, demands, suits or proceedings brought by a third party alleging that the JAGGAER Applications infringe upon any patent, copyright or trademark or misappropriate any trade secret or other intellectual property rights of any third party. JAGGAER shall have no obligation to indemnify Client to the extent any alleged patent infringement arises out of (a) the use of the JAGGAER Applications in combination by Client with other data, products, software, processes or materials not provided or authorized by JAGGAER; (b) the modification of the JAGGAER Applications by a party other than JAGGAER; (c) any unauthorized use of the JAGGAER Applications or (d) the Client Data. Should the JAGGAER Applications as used by Client infringe, or in JAGGAER’s commercially reasonable opinion be likely to infringe, JAGGAER shall, at its option and sole expense: (i) procure for Client the right to continue to use the JAGGAER Applications, (ii) modify the JAGGAER Applications to eliminate any such claim that might result from their use hereunder, provided such modification does not adversely affect the functional capabilities of the JAGGAER Applications or
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Related to JAGGAER Indemnification

  • Client Indemnification Client shall defend MRI against any claim, demand, suit, or proceeding made or brought against MRI by a third party arising out of or related to (i) the Client Data; (ii) Client’s or its users’ use of the Software or the SaaS Services in violation of the Agreement; (iii) Client or any user infringing or misappropriating the Intellectual Property rights of a third party or violating applicable law; or (iv) Client’s or its users’ use or misuse of the Software or SaaS Service or Client’s or its users’ use or misuse of the Client Data (including, without limitation, accessing, providing access, using or distributing the Client Data) (each of the above a “Client Claim”). Client shall indemnify MRI for all damages and costs finally awarded against, and for reasonable attorneys’ fees incurred by, MRI in connection with any Client Claim, or those costs and damages agreed to in a monetary settlement of such Client Claim; provided that MRI (a) promptly gives Client written notice of the Client Claim, (b) gives Client sole control of the defence and settlement of the Client Claim (provided that Client may not settle or defend any Client Claim unless it unconditionally releases MRI of all liability), and (c) provides Client all reasonable assistance, at Client’s cost. For purposes of this Section 7.4 only, “MRI” shall include MRI and its Affiliates, and each of their members, owners, officers, directors, employees, agents, successors and assigns.

  • 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”):

  • Customer Indemnification You will defend Us and Our Affiliates at Your expense, indemnify Us and Our Affiliates against any judgments finally awarded by a court, and pay any settlements approved by You with respect to any claims: (a) that Customer Data and/or Your method or process of doing or conducting business infringes any intellectual property rights of a third party; (b) arising from Your non-compliance with the Agreement, including Section 2 (Scope of Use); or (c) any circumstances arising under the Exclusions.

  • PATENT INDEMNIFICATION The Contractor agrees to assume the defense of and shall indemnify and save harmless the Owner and all persons acting for or on behalf of it from all suits and claims against them, or any of them, arising from or occasioned by the use of any material, Equipment or apparatus, or any part thereof which infringes or is alleged to infringe on any patent rights. In case such material, equipment or apparatus, or any part thereof, in any such suit is held to constitute infringement, the Contractor, within a reasonable time, shall at its own expense, and as the Owner may elect, replace such material, Equipment or apparatus with non-infringing material, Equipment or apparatus, or remove the material, equipment, or apparatus and refund the sums paid therefor.

  • Liability; Indemnification Controlled Affiliate and Plan hereby agree to save, defend, indemnify and hold BCBSA harmless from and against all claims, damages, liabilities and costs of every kind, nature and description (except those arising solely as a result of BCBSA's negligence) that may arise as a result of or related to Controlled Affiliate's rendering of services under the Licensed Marks and Name.

  • Union Indemnification In consideration of full and active participation by the member organizations of the Coalition in the WPS program, and in recognition of the potential liability which might result solely from that participation, Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc. agree that they, or one of the subsidiary health plan organizations of Xxxxxx Foundation Health Plan, Inc., will indemnify Coalition unions and their officers and employees, and hold them harmless against any and all suits, claims, demands and liabilities arising from or relating to their participation in WPS with Xxxxxx Permanente.

  • Employee Indemnification In any claims against Huron Valley Schools, its departments, agencies, commissions, officers, employees, and agents, by any employee of the Contractor or any of its subcontractors, the indemnification obligation will not be limited in any way by the amount or type of damages, compensation, or benefits payable by or for the Contractor or any of its subcontractors under worker's disability compensation acts, disability benefit acts, or other employee benefit acts. This indemnification clause is intended to be comprehensive. Any overlap in provisions, or the fact that greater specificity is provided as to some categories of risk, is not intended to limit the scope of indemnification under any other provisions.

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