Liability & Indemnity. 1. Licensor will indemnify Licensee for any loss suffered by Licensee arising from any claims against Licensee by third parties related to a. breach by Licensor of any provisions, representations or warranties under this Agreement; x. xxxxx negligence or wilful misconduct of Licensor, whether by action or inaction; and c. any violations by Licensor of applicable law or standards; in each case, except to the extent related to breach by Licensee of this Agreement. 2. Licensee shall provide prompt written notice to Licensor of the initiation of any action or proceeding that may reasonably lead to a claim from Licensee to Licensor for indemnification as the consequence of a third party claim to Licensee. Upon such notice, Licensor shall have the right to assume the defence and settlement of such action or proceeding. Licensee shall cooperate with Licensor in the defence of such claim and provide assistance as it may reasonably be required. 3. To the extent permitted by law and except as set out in this Agreement, Licensor shall in no event be liable for any direct, indirect, or consequential loss, damage, claim, demand and/or expense - of whatever nature - whether arising by way of a third party claim or otherwise - resulting from or in connection with the use and/or the exploitation of the Licensed Patents by Licensee, its Affiliates and/or its sub-licensees under this Agreement. Notwithstanding the foregoing, this section does not exclude Licensor's liability for damages through wilful conduct or gross negligence and liability for breach of any warranty given in this Agreement. 4. Licensor’s aggregate liability for all damages of any kind arising out of or relating to this Agreement or its subject matter under any contract, negligence, strict liability or other legal ground shall not exceed the amounts paid to Licensor under this Agreement. 5. Licensee will indemnify Licensor and its officers, employees, representatives, students and contractors for any loss suffered by Licensor arising from any claims against Licensor by third parties related to a. breach by Licensee, its Affiliates and/or its sub-licensees of any provisions, representations or warranties under this Agreement; x. xxxxx negligence or wilful misconduct of Licensee, its Affiliates and/or its sub- licensees, whether by action or inaction; c. any violations by Licensee, its Affiliates and/or its sub-licensees of applicable law or standards; and d. the use and/or the exploitation of the Licensed Patents, Licensed Products and Processes, by Licensee, its Affiliates and/or its sub- licensees; in each case, except to the extent related to breach by Licensor of this Agreement. 6. Licensor shall provide prompt written notice to Licensee of the initiation of any action or proceeding that may reasonably lead to a claim for indemnification. Upon such notice, Licensee shall have the right to assume the defence and settlement of such action or proceeding. Licensor shall cooperate with Licensee in the defence of such claim and provide assistance as it may reasonably be required.
Appears in 3 contracts
Samples: Patent License Agreement, Patent License Agreement, Patent License Agreement
Liability & Indemnity. 1. Licensor will indemnify Licensee for any loss suffered by Licensee arising from any claims against Licensee by third parties related to
a. to breach by Licensor of any provisions, representations or warranties under this Agreement;
x. xxxxx ; gross negligence or wilful misconduct of Licensor, whether by action or inaction; and
c. and any violations by Licensor of applicable law or standards; in each case, except to the extent related to breach by Licensee of this Agreement.
2. Licensee shall provide prompt written notice to Licensor of the initiation of any action or proceeding that may reasonably lead to a claim from Licensee to Licensor for indemnification as the consequence of a third party claim to Licensee. Upon such notice, Licensor shall have the right to assume the defence and settlement of such action or proceeding. Licensee shall cooperate with Licensor in the defence of such claim and provide assistance as it may reasonably be required.
3. To the extent permitted by law and except as set out in this Agreement, Licensor shall in no event be liable for any direct, indirect, or consequential loss, damage, claim, demand and/or expense - of whatever nature - whether arising by way of a third party claim or otherwise - resulting from or in connection with the use and/or the exploitation of the Licensed Patents by Licensee, its Affiliates and/or its sub-licensees under this Agreement. Notwithstanding the foregoing, this section does not exclude Licensor's liability for damages through wilful conduct or gross negligence and liability for breach of any warranty given in this Agreement.
4. Licensor’s aggregate liability for all damages of any kind arising out of or relating to this Agreement or its subject matter under any contract, negligence, strict liability or other legal ground shall not exceed the amounts paid to Licensor under this Agreement.
5. Licensee will indemnify Licensor and its officers, employees, representatives, students and contractors for any loss suffered by Licensor arising from any claims against Licensor by third parties related to
a. to breach by Licensee, its Affiliates and/or its sub-licensees of any provisions, representations or warranties under this Agreement;
x. xxxxx ; gross negligence or wilful misconduct of Licensee, its Affiliates and/or its sub- sub-licensees, whether by action or inaction;
c. ; any violations by Licensee, its Affiliates and/or its sub-licensees of applicable law or standards; and
d. and the use and/or the exploitation of the Licensed Patents, Licensed Products and Processes, by Licensee, its Affiliates and/or its sub- sub licensees; in each case, except to the extent related to breach by Licensor of this Agreement.
6. Licensor shall provide prompt written notice to Licensee of the initiation of any action or proceeding that may reasonably lead to a claim for indemnification. Upon such notice, Licensee shall have the right to assume the defence and settlement of such action or proceeding. Licensor shall cooperate with Licensee in the defence of such claim and provide assistance as it may reasonably be required.
Appears in 2 contracts
Liability & Indemnity. 1. Licensor will indemnify Licensee for any loss suffered by Licensee arising from any claims against Licensee by third parties related to
a. breach by Licensor of any provisions, representations or warranties under this Agreement;
x. xxxxx negligence or wilful misconduct of Licensor, whether by action or inaction; and
c. any violations by Licensor of applicable law or standards; in each case, except to the extent related to breach by Licensee of this Agreement.
2. Licensee shall provide prompt written notice to Licensor of the initiation of any action or proceeding that may reasonably lead to a claim from Licensee to Licensor for indemnification as the consequence of a third party claim to Licensee. Upon such notice, Licensor shall have the right to assume the defence and settlement of such action or proceeding. Licensee shall cooperate with Licensor in the defence of such claim and provide assistance as it may reasonably be required.
3. To the extent permitted by law and except as set out in this Agreement, Licensor shall in no event be liable for any direct, indirect, or consequential loss, damage, claim, demand and/or expense - of whatever nature - whether arising by way of a third party claim or otherwise - resulting from or in connection with the use and/or the exploitation of the Licensed Patents by Licensee, its Affiliates and/or its sub-licensees under this Agreement. Notwithstanding the foregoing, this section does not exclude Licensor's liability for damages through wilful conduct or gross negligence and liability for breach of any warranty given in this Agreement.
4. Licensor’s aggregate liability for all damages of any kind arising out of or relating to this Agreement or its subject matter under any contract, negligence, strict liability or other legal ground shall not exceed the amounts paid to Licensor under this Agreement.
5. Licensee will indemnify Licensor and its officers, employees, representatives, students and contractors for any loss suffered by Licensor arising from any claims against Licensor by third parties related to
a. breach by Licensee, its Affiliates and/or its sub-licensees of any provisions, representations or warranties under this Agreement;
x. xxxxx negligence or wilful misconduct of Licensee, its Affiliates and/or its sub- licensees, whether by action or inaction;
c. any violations by Licensee, its Affiliates and/or its sub-licensees of applicable law or standards; and
d. the use and/or the exploitation of the Licensed Patents, Licensed Products and Processes, by Licensee, its Affiliates and/or its sub- sub• licensees; in each case, except to the extent related to breach by Licensor of this Agreement.
6. Licensor shall provide prompt written notice to Licensee of the initiation of any action or proceeding that may reasonably lead to a claim for indemnification. Upon such notice, Licensee shall have the right to assume the defence and settlement of such action or proceeding. Licensor shall cooperate with Licensee in the defence of such claim and provide assistance as it may reasonably be required.
Appears in 2 contracts
