No Infringement. The Service Provider represents and warrants to the Principal that no Documentation and information deliverable to the Principal under the terms of this Agreement will infringe any existing Intellectual Property of any third party. In the event any of the representations or warranties contained in this Section IX. INTELLECTUAL PROPERTY RIGHTS prove to be untrue or inaccurate, the Service Provider undertakes, at its own cost and expense, to defend and settle any claim raised by any third-party alleging infringement of Intellectual Property in the Documentation and information. The foregoing undertaking by the Service Provider shall apply subject to the following conditions: (a) the Principal shall notify the Service Provider, without undue delay, of any third-party claim alleging infringement of any Intellectual Property in any Documentation and information; (b) the Principal refrains from admitting liability under any third-party claim or acting on the account of such claim without prior approval by the Service Provider; and (c) the exclusive control over any legal proceeding or settlement related any third-party claim shall be exercised by the Service Provider; provided, however, that the Principal shall render the Service Provider all reasonable assistance toward such proceeding or settlement, at the cost and expense of the Service Provider.
Appears in 2 contracts
Samples: Organisation Services Agreement, Organisation Services Agreement
No Infringement. The Service Provider represents and warrants to the Principal that no Documentation and information deliverable to the Principal under the terms of this Agreement will infringe any existing Intellectual Property of any third party. In the event any of the representations or warranties contained in this Section IX. INTELLECTUAL PROPERTY RIGHTS IX prove to be untrue or inaccurate, the Service Provider undertakes, at its own cost and expense, to defend and settle any claim raised by any third-third party alleging infringement of Intellectual Property in the Documentation and informationDocumentation. The foregoing undertaking by the Service Provider shall apply subject to the following conditions:
(a) the Principal shall notify the Service Provider, without undue withoutundue delay, of any third-third party claim alleging infringement of any Intellectual Property in any Documentation and informationDocumentation;
(b) the Principal refrains from admitting liability under any third-third party claim or acting on the account of such claim without prior approval by the Service Provider; and
(c) the exclusive control over any legal proceeding or settlement related any third-third party claim shall be exercised by the Service Provider; provided, however, that the Principal shall render the Service Provider all reasonable assistance asistance toward such proceeding or settlement, at the cost and expense of the Service Provider.
Appears in 1 contract
Samples: Professional Services
No Infringement. The Service Provider represents and warrants to the Principal that no Documentation and information deliverable to the Principal under the terms of this Agreement will infringe any existing Intellectual Property of any third party. In the event any of the representations or warranties contained in this Section IX. INTELLECTUAL PROPERTY RIGHTS Clause prove to be untrue or inaccurate, the Service Provider undertakes, at its own cost and expense, to defend and settle any claim raised by any third-party alleging infringement of Intellectual Property in the Documentation and informationDocumentation. The foregoing undertaking by the Service Provider shall apply subject to the following conditions:
(a) 9.6.1 the Principal shall notify the Service Provider, without undue delay, of any third-party claim alleging infringement of any Intellectual Property in any Documentation and informationDocumentation;
(b) 9.6.2 the Principal refrains from admitting liability under any third-party claim or acting on the account of such claim without prior approval by the Service Provider; and
(c) 9.6.3 the exclusive control over any legal proceeding or settlement related any third-party claim shall be exercised by the Service Provider; provided, however, that the Principal shall render the Service Provider all reasonable assistance toward such proceeding or settlement, at the cost and expense of the Service Provider.
Appears in 1 contract
Samples: Recruitment Services Agreement
No Infringement. The Service Provider represents and warrants to the Principal that no Documentation and information deliverable to the Principal under the terms of this Agreement will wil infringe any existing Intellectual Property of any third party. In the event any of the representations or warranties contained in this Section IX. INTELLECTUAL PROPERTY RIGHTS IX prove to be untrue or inaccurate, the Service Provider undertakes, at its own cost and expense, to defend and defendand settle any claim raised by any third-third party alleging infringement of Intellectual Property in the Documentation and informationDocumentation. The foregoing undertaking by the Service Provider shall apply subject to the following conditions:
(a) the Principal shall notify the Service Provider, without undue delay, of any thirdanythird-party claim alleging infringement of any Intellectual Property in any Documentation and informationDocumentation;
(b) the Principal refrains from admitting liability under any third-party claim or acting on the account of such claim without prior approval by the Service Provider; and
(c) the exclusive control over any legal proceeding or settlement related any thirdanythird-party claim shall be exercised by the Service Provider; provided, however, that howeve,rthat the Principal shall render the Service Provider all reasonable assistance toward such proceeding or settlement, at the cost and expense of the Service Provider.
Appears in 1 contract
Samples: Professional Services
No Infringement. The Service Provider represents and warrants to the Principal that no Documentation and information deliverable to the Principal under the terms of this Agreement will infringe any existing Intellectual Property of any third party. In the event any of the representations or warranties contained in this Section IX. INTELLECTUAL PROPERTY RIGHTS Clause prove to be untrue or inaccurate, the Service Provider undertakes, at its own cost and expense, to defend and settle any claim raised by any third-party alleging infringement of Intellectual Property in the Documentation and informationDocumentation. The foregoing undertaking by the Service Provider shall apply subject to the following conditions:
(a) 9.6.1. the Principal shall notify the Service Provider, without undue delay, of any third-party claim alleging infringement of any Intellectual Property in any Documentation and informationDocumentation;
(b) 9.6.2. the Principal refrains from admitting liability under any third-party claim or acting on the account of such claim without prior approval by the Service Provider; and
(c) 9.6.3. the exclusive control over any legal proceeding or settlement related any third-party claim shall be exercised by the Service Provider; provided, however, that the Principal shall render the Service Provider all reasonable assistance toward such proceeding or settlement, at the cost and expense of the Service Provider.
Appears in 1 contract
Samples: Recruitment Services Agreement
No Infringement. The Service Provider represents and warrants to the Principal that no Documentation and information deliverable to the Principal under the terms of this Agreement will infringe any existing Intellectual Property of any third party. In the event any of the representations or warranties contained in this Section IX. INTELLECTUAL PROPERTY RIGHTS IX prove to be untrue or inaccurate, the Service Provider undertakes, at its own cost and expense, to defend and settle any claim raised by any third-third party alleging infringement of Intellectual Property in the Documentation and informationDocumentation. The foregoing undertaking by the Service Provider shall apply subject to the following conditions:
(a) the Principal shall notify the Service Provider, without undue delay, of any third-party claim alleging infringement of any Intellectual Property in any Documentation and informationDocumentation;
(b) the Principal refrains from admitting liability under any third-party claim or acting on the account of such claim without prior approval by the Service Provider; and
(c) the exclusive control over any legal proceeding or settlement related any third-party claim shall be exercised by the Service Provider; provided, however, that the Principal shall render the Service Provider all reasonable assistance toward such proceeding or settlement, at the cost and expense of the Service Provider.
Appears in 1 contract
Samples: Professional Services
No Infringement. The Service Provider represents and warrants to the Principal that no Documentation and information deliverable to the Principal under the terms of this Agreement will infringe any existing Intellectual Property of any third party. In the event any of the representations or warranties contained in this Section IX. INTELLECTUAL PROPERTY RIGHTS Clause prove to be untrue or inaccurate, the Service Provider undertakes, at its own cost and expense, to defend and settle any claim raised by any third-party alleging infringement of Intellectual Property in the Documentation and informationDocumentation. The foregoing undertaking by the Service Provider shall apply subject to the following conditions:
(a) 10.5.1 the Principal shall notify the Service Provider, without undue delay, of any third-party claim alleging infringement of any Intellectual Property in any Documentation and informationDocumentation;
(b) 10.5.2 the Principal refrains from admitting liability under any third-party claim or acting on the account of such claim without prior approval by the Service Provider; and
(c) 10.5.3 the exclusive control over any legal proceeding or settlement related any third-party claim shall be exercised by the Service Provider; provided, however, that the Principal shall render the Service Services Provider all reasonable assistance toward such proceeding or settlement, at the cost and expense of the Service Provider.
Appears in 1 contract
Samples: Service Agreement
No Infringement. The Service Provider represents represenst and warrants to the Principal that no Documentation and information deliverable to the Principal under the terms of this Agreement will infringe any existing Intellectual Property of any third party. In the event any of the representations or warranties contained in this Section IX. INTELLECTUAL PROPERTY RIGHTS IX prove to be untrue or inaccurate, the Service Provider undertakes, at its own cost and expense, to defend and settle any claim raised by any third-third party alleging infringement of Intellectual Property in the Documentation and informationDocumentation. The foregoing undertaking by the Service Provider shall apply subject to the following conditions:
(a) the Principal shall notify the Service Provider, without undue delay, of any third-third party claim alleging infringement of any Intellectual Property in any Documentation and informationDocumentation;
(b) the Principal refrains from admitting liability under any third-third party claim or acting on the account of such claim without prior approval by the Service Provider; and
(c) the exclusive control over any legal proceeding or settlement related any third-party third paryt claim shall be exercised by the Service Provider; provided, however, that the Principal shall render the Service Provider all reasonable assistance toward such proceeding or settlement, at the cost and expense of the Service Provider.
Appears in 1 contract
Samples: Professional Services
No Infringement. The Service Provider represents and warrants to the Principal that no Documentation and information deliverable to the Principal under the terms of this Agreement will infringe any existing Intellectual Property of any third party. In xxxxx.Xx the event any of the representations or warranties contained in this Section IX. INTELLECTUAL PROPERTY RIGHTS IX prove to be untrue or inaccurate, the Service Provider undertakes, at its own cost and expense, to defend and settle any claim raised by any third-party third partyagainst the Principal alleging infringement of Intellectual Property in the Documentation and informationDocumentation. The foregoing undertaking by the Service Provider shall apply subject to the following conditions:
(a) the Principal shall notify the Service Provider, without undue delay, of any thirdanythird-party claim alleging infringement of any Intellectual Property in any Documentation and informationDocumentation;
(b) the Principal refrains from admitting liability under any third-party claim or acting on the account of such claim without prior approval by the Service Provider; and
(c) the exclusive control over any legal proceeding or settlement related any thirdanythird-party claim shall be exercised by the Service Provider; provided, however, that the Principal Pricnipal shall render the Service Provider all reasonable assistance toward such proceeding or settlement, at the cost and expense of the Service Provider.
Appears in 1 contract
Samples: Professional Services
No Infringement. The Service Provider represents and warrants to the Principal that no Documentation and information deliverable to the Principal under the terms of this Agreement will infringe any existing Intellectual Property of any third party. In the event any of the representations or warranties contained in this Section IX. INTELLECTUAL PROPERTY RIGHTS Clause prove to be untrue or inaccurate, the Service Provider undertakes, at its own cost and expense, to defend and settle any claim raised by any third-party alleging infringement of Intellectual Property in the Documentation and informationDocumentation. The foregoing undertaking by the Service Provider shall apply subject to the following conditions:
(a) the Principal shall notify the Service Provider, without undue delay, of any third-party claim alleging infringement of any Intellectual Property in any Documentation and informationDocumentation;
(b) the Principal refrains from admitting liability under any third-party claim or acting on the account of such claim without prior approval by the Service Provider; and
(c) the exclusive control over any legal proceeding or settlement related any third-party claim shall be exercised by the Service Provider; provided, however, that the Principal shall render the Service Provider all reasonable assistance toward such proceeding or settlement, at the cost and expense of the Service Provider.
Appears in 1 contract
Samples: Recruitment Services Agreement