Common use of LIMITED INDEMNITY Clause in Contracts

LIMITED INDEMNITY. 8.1 The parties acknowledge that the Technology is in pre-release form and that SUN shall not be liable for any defects or deficiencies in the Technology or in any Product, process or design created by, with or in connection with the Technology whether or not such defects and/or deficiencies are caused, in whole or in part, by defects or deficiencies in the design or implementation of the Technology. Upon FCS of the Technology by SUN, Sun will provide to Licensee a limited indemnity as described in Sections 8.2-8.5 below. 8.2 SUN will defend, at its expense, any legal proceeding brought against Licensee, to the extent it is based on a claim that use of the FCS or subsequent version(s) of the Technology, (excluding pre-release versions) ("FCS Technology") is a direct infringement of a Berne Convention copyright, and will pay all damages awarded by a court of competent jurisdiction attributable to such claim, provided that Licensee: (i) provides notice of the claim promptly to SUN; (ii) gives SUN sole control of the defense and settlement of the claim; (iii) provides to SUN, at SUN's expense, all available information, assistance and authority to defend; and (iv) has not compromised or settled such proceeding without SUN's prior written consent. 8.3 Should any FCS Technology or any portion thereof become, or in SUN's opinion be likely to become, the subject of a claim of infringement for which indemnity is provided under Section 8.2, SUN shall, as Licensee's sole and exclusive remedy, elect to: (i) obtain for Licensee the right to use such FCS Technology; (ii) replace or modify the FCS Technology so that it becomes non-infringing; or (iii) accept the return of the Technology and grant Licensee a refund of the License Fee and royalties, as depreciated on a five year straight-line basis. 8.4 SUN shall have no liability for any infringement or claim which results from: (i) use of other than a current unaltered version of the FCS Technology, if such version was made available to Licensee; (ii) use of the FCS Technology in combination with any non-Sun-provided equipment, software or data; or (iii) SUN's compliance with designs or specifications of Licensee. 8.5 THIS ARTICLE STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE TECHNOLOGY. SUN SHALL HAVE NO LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF LICENSEE OR ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR SALE OF TECHNOLOGY.

LIMITED INDEMNITY. 8.1 The parties acknowledge that the Technology is may be in pre-release form and that SUN Sun shall not be liable for any defects or deficiencies in the Technology Technology, Documentation, Tools or in any Product, process or design created by, with or in connection with the Technology whether or not such defects and/or deficiencies are caused, in whole or in part, by defects or deficiencies in the design or implementation of the TechnologyTechnology or Documentation. Upon FCS of the Technology by SUNSun, Sun will provide to Licensee a limited indemnity as described in In Sections 8.2-8.5 8.3 below. 8.2 SUN Sun will defend, at its expense, any legal proceeding brought against Licensee, to the extent it is based on a claim that use of the FCS or subsequent production version(s) of the Technology, (excluding pre-release versions) ("FCS Technology") Documentation or Tools is a direct an infringement of a third party trade secret or a copyright in a country that is a signatory to the Berne Convention copyrightConvention, and will pay all damages awarded by a court of competent jurisdiction jurisdiction, or such settlement amount negotiated by Sun, attributable to such claim, provided that Licensee: (i) provides notice of the claim promptly to SUNSun; (ii) gives SUN Sun sole control of the defense and settlement of the claim; (iii) provides to SUNSun, at SUNSun's expense, all available information, assistance and authority to defend; and (iv) has not compromised or settled such proceeding without SUNSun's prior written consent. 8.3 Should any FCS Technology Documentation or Tools or any portion thereof become, or in SUNSun's opinion be likely to become, the subject of a claim of infringement for which indemnity is provided under Section 8.2, SUN Sun shall, in addition to the obligations specified in Section 8.2, as Licensee's sole and exclusive remedy, elect to: (i) obtain for Licensee the right to use such FCS Technology; Technology-, (ii) replace or modify the FCS Technology Technology, Documentation or Tools so that it becomes non-infringinginfringing-, or if alternatives (i) or (ii) are not commercially practicable; or (iii) accept the return of the Technology Technology, Documentation or Tools and grant Licensee a refund of the License Fee and royaltiesFee, as depreciated on a five year straight-line basis. 8.4 SUN shall have no liability for any infringement or claim which results from: (i) use of other than a current unaltered version of the FCS Technology, if such version was made available to Licensee; (ii) use of the FCS Technology in combination with any non-Sun-provided equipment, software or data; or (iii) SUN's compliance with designs or specifications of Licensee. 8.5 THIS ARTICLE SECTION 8 STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE TECHNOLOGYTECHNOLOGY AND TOOLS. SUN SHALL HAVE NO OTHER LIABILITY WITH WITH, RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF LICENSEE OR ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR SALE OF TECHNOLOGYTECHNOLOGY OR TOOLS.

LIMITED INDEMNITY. 8.1 The parties acknowledge Licensee acknowledges that the Technology is in pre-release form and that SUN Sun shall not be liable for any defects or deficiencies in the Technology or in any Product, process or design created by, with or in connection with the Technology whether or not such defects and/or deficiencies are caused, in whole or in part, by defects or deficiencies in the design or implementation of the Technology. Upon FCS delivery of the Technology by SUNSun pursuant to this Agreement, Sun will provide to Licensee a limited indemnity as described in Sections 8.2-8.2 - 8.5 below. 8.2 SUN Sun will defend, at its expense, any legal proceeding brought against Licensee, to the extent it is based on a claim that use of the FCS or subsequent version(s) of the Technology, (excluding pre-release versions) ("FCS Technology") Technology is a direct an infringement of a trade secret or copyright in any country that is a signatory to the Berne Convention copyrightConvention, and will pay all damages awarded by a court of competent jurisdiction attributable to such claim, provided that Licensee: (i) provides notice of the claim promptly to SUNSun; (ii) gives SUN Sun sole control of the defense and settlement of the claim; (iii) provides to SUNSun, at SUNSun's expense, all available information, assistance and authority to defend; and (iv) has not compromised or settled such proceeding without SUNSun's prior written consent. 8.3 Should any FCS Technology or any portion thereof become, or in SUNSun's opinion be likely to become, the subject of a claim of infringement for which indemnity is provided under Section 8.2, SUN Sun shall, as Licensee's sole and exclusive remedyremedy for ongoing infringement, elect to: (i) obtain for Licensee the right to use such FCS Technology; (ii) replace or modify the FCS Technology so that it becomes non-non - infringing; or (iii) accept the return of the Technology and grant Licensee a refund of the License Fee and royalties, as depreciated on a five year straight-line basis. 8.4 SUN Sun shall have no liability for any infringement or claim which results from: (i) use of other than a current unaltered version of the FCS Technology, if such version was made available to Licensee; (ii) use of the FCS Technology in combination with any non-Sunnon -Sun-provided equipment, software or data; or (iii) SUNSun's compliance with designs or specifications of Licensee. 8.5 THIS ARTICLE STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE TECHNOLOGY. SUN SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF LICENSEE OR ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR SALE OF TECHNOLOGY.

LIMITED INDEMNITY. 8.1 The parties acknowledge Licensee acknowledges that portions of the Technology is may be in pre-release form and that SUN Sun shall not be liable for any defects or deficiencies in the Technology or in any Product, process or design created by, with or in connection with the Technology whether or not such defects defect and/or deficiencies are caused, in whole or in part, by defects or deficiencies in the design or implementation of the Technology. Upon FCS of the Technology by SUN, Sun will provide to Licensee a limited indemnity as described in Sections 8.2-8.2- 8.5 belowbelow for the JAE and the Java Compiler as of the Effective Date, and will include such limited indemnity for the HotJava Browser upon its first commercial shipment by Sun. 8.2 SUN Sun will defend, at its expense, any legal proceeding brought against Licensee, to the extent it is based on a claim that use of the FCS or subsequent version(s) of the Technology, (excluding pre-release versions) ("FCS Technology") is a direct an infringement of a Berne Convention copyright, and will pay all damages awarded by a court of competent jurisdiction attributable to such claim, provided that Licensee: (i) provides notice of the claim promptly to SUNSun; (ii) gives SUN Sun sole control of the defense and settlement of the claim; (iii) provides to SUNSun, at SUNSun's expense, all available information, assistance and authority to defend; and (iv) has not compromised or settled such proceeding without SUNSun's prior written consent.. XXXX 8.3 Should any FCS Technology or any portion thereof become, or in SUNSun's opinion be likely to become, the subject of a claim of infringement for which indemnity is provided under Section 8.2, SUN Sun shall, as Licensee's sole and exclusive remedy, elect to: (i) obtain for Licensee the right to use such FCS Technology; (ii) replace or modify the FCS Technology so that it becomes non-infringing; or (iii) accept the return of the Technology and grant Licensee a refund of the License Fee and royalties, as depreciated on a five year straight-line basis.. *Confidential Treatment Requested 8.4 SUN Sun shall have no liability for any infringement or claim which results from: (i) use of other than a current unaltered version of the FCS Technology, if such version was made available to Licensee; (ii) use of the FCS Technology in combination with any non-Sun-provided equipment, software or data; or (iii) SUNSun's compliance with designs or specifications of Licensee. 8.5 THIS ARTICLE SECTION STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE TECHNOLOGY. SUN SHALL HAVE NO OTHER LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF LICENSEE OR ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR SALE OF TECHNOLOGY.

LIMITED INDEMNITY. 8.1 The parties acknowledge that the Technology is in pre-release form and that SUN shall not be liable for any defects or deficiencies in the Technology or in any Product, process or design created by, with or in connection with the Technology whether or not such defects and/or deficiencies are caused, in whole or in part, by defects or deficiencies in the design or implementation of the Technology. Upon FCS of the Technology by SUN, Sun will provide to Licensee a limited indemnity as described in Sections 8.2-8.5 below. 8.2 SUN will defend, at its expense, any legal proceeding brought against Licensee, to the extent it is based on a claim that use of the FCS or subsequent version(s) version of the Technology, Technology (excluding pre-release versions) ("“FCS Technology"”) is a direct infringement of a Berne Convention copyright, and will pay all damages awarded by a court of competent jurisdiction attributable to such claim, provided that Licensee: (i) provides notice of the claim promptly to SUN; (ii) gives SUN sole control of the defense and settlement of the claim; (iii) provides to SUN, at SUN's ’s expense, all available information, assistance and authority to defend; and (iv) has not compromised or settled such proceeding without SUN's ’s prior written consent. In the event that Licensee receives any claim from a third party concerning the infringement of patents of such third party in connection with Licensee’s use of the Technology, SUN shall cooperate with Licensee in good faith in accordance with SUN’s reasonable business judgement, in the defense of such claim upon written request by Licensee. 8.3 Should any FCS Technology or any portion thereof become, or in SUN's ’s opinion be likely to become, the subject of a claim of infringement for which indemnity is provided under Section 8.2, SUN shall, as Licensee's ’s sole and exclusive remedy, elect to: (i) obtain for Licensee the right to use such FCS Technology; (ii) replace or modify the FCS Technology so that it becomes non-infringing; or (iii) accept the return of the Technology and grant Licensee a refund of the License Fee and royaltiesFee, as depreciated on a five year straight-line basis. 8.4 SUN shall have no liability for any infringement or claim which results from: (i) use of other than a current unaltered version of the FCS Technology, if such version was made available to Licensee; (ii) use of the FCS Technology in combination with any non-Sun-provided equipment, software or data; or (iii) SUN's ’s compliance with designs or specifications of Licensee. 8.5 THIS ARTICLE STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE TECHNOLOGY. SUN SHALL HAVE NO LIABILITY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF LICENSEE OR ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR SALE OF TECHNOLOGY.

LIMITED INDEMNITY. 8.1 The parties acknowledge that the Technology is in pre-release form and that SUN shall not be liable for any defects or deficiencies in the Technology or in any Product, process or design created by, with or in connection with the Technology whether or not such defects and/or deficiencies are caused, in whole or in part, by defects or deficiencies in the design or implementation of the Technology. Upon FCS of the Technology by SUN, 9.1 Sun will provide to Licensee a limited indemnity as described in Sections 8.2-8.5 below. 8.2 SUN will defend, at its expense, any legal proceeding brought against Licensee, to the extent it is based on a claim that use of the FCS or subsequent version(s) of the Technology, (excluding pre-release versions) ("FCS Technology") Software is a direct misappropriation of a third party trade secret or an infringement of a third party copyright in a country that is a signatory of the Berne Convention copyrightConvention, and will pay all damages awarded by a court of competent jurisdiction attributable to such claim, provided that Licensee: (i) provides notice of the claim promptly to SUNSun; (ii) gives SUN Sun sole control of the defense and settlement of the claim; (iii) provides to SUNSun, at SUNSun's expense, all available information, assistance and authority to defend; and (iv) has not compromised or settled such proceeding without SUNSun's prior written consent. 8.3 9.2 Should any FCS Technology the Software or any portion thereof become, or in SUNSun's opinion be likely to become, the subject of a claim of infringement or misappropriation for which indemnity is provided under Section 8.29.1, SUN Sun shall, as Licensee's sole and exclusive remedy, elect to: (i) obtain for Licensee the right to use such FCS Technologythe Software; (ii) replace or modify the FCS Technology software so that it becomes non-infringing; or (iii) if neither (i) nor (ii) are commercially practical, accept the return of the Technology Software and grant Licensee a refund of the License Fee and on any prepaid royalties, as depreciated on a five year straight-line basisfor which Licensee is unable to distribute Licensee's Product. 8.4 SUN 9.3 Sun shall have no liability for any infringement or claim which results from: (i) use of other than a current unaltered version of the FCS TechnologySoftware, if such version was made available to Licensee; or (ii) use of the FCS Technology Software in combination with any non-Sun-provided equipment, software or data; or (iii) SUN's compliance with designs or specifications of Licenseedata if the Software would not otherwise infringe. 8.5 9.4 THIS ARTICLE SECTION 9.0 STATES THE ENTIRE LIABILITY OF SUN WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE TECHNOLOGY. SUN SHALL HAVE NO LIABILITY WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF LICENSEE OR ANY THIRD PARTY AS A RESULT OF USE, LICENSE, OR SALE OF TECHNOLOGYTHE SOFTWARE. 9.5 Except for claims for which Sun is obligated to indemnify Licensee under Section 9.1, Licensee shall defend, at Licensee's expense, any and all claims brought against Sun by third parties, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's use, reproduction or distribution of the Software or Licensee's Product. Licensee's obligation to provide indemnification under this Section 9.5 shall arise provided that Sun: (i) provides notice of the claim promptly to Licensee; (ii) gives Licensee sole control of the defense and settlement of the claim; (iii) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend; and (iv) has not compromised or settled such proceeding without Licensee's prior written consent.