Common use of Non-infringement and Ownership Clause in Contracts

Non-infringement and Ownership. If a Deliverable or any Services violate or infringe upon the rights of any third party, including, without limitation, any patent rights, copyright rights, trademark rights, trade secret rights, or other proprietary rights of any kind, District may seek the remedies set forth in Section 18.2. Contractor is and shall be (a) either the owner of, or authorized to use, the software and related material used in connection with the Services, which is not otherwise owned by LAUSD, and (b) sufficiently authorized to grant to LAUSD the rights, title, interest and/or ownership, specified in Article 10 or the applicable Work Order, in and to materials, information, Documentation, Work Product, or other Deliverables developed by Contractor for LAUSD as part of the Services. Contractor will use commercially reasonable efforts to perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, the patent, copyright, trademark, trade secret or other proprietary rights of a third party. Contractor shall have sufficient title and rights to license to District, to the extent specified in Article 10 or any applicable Work Order, all Contractor Commercial Software, Contractor Customized Software, and Deliverables.

Non-infringement and Ownership. If a Deliverable or any Services violate or infringe upon the rights of any third party, including, without limitation, including any patent rights, copyright rights, trademark rights, trade secret rights, or other proprietary rights of any kind, District may seek the remedies set forth in Section 18.219.2. Contractor is and shall be (a) either the owner of, or authorized to use, the software and related material used in connection with the Services, which is not otherwise owned by LAUSD, and (b) sufficiently authorized to grant to LAUSD the rights, title, interest and/or ownership, specified in Article 10 or the applicable Work Order11, in and to materials, information, Documentation, Work Product, or other Deliverables developed by Contractor for LAUSD as part of the Services. Contractor will use commercially reasonable efforts to perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, the patent, copyright, trademark, trade secret or other proprietary rights of a third party. Contractor shall have sufficient title and rights to license to District, to the extent specified in Article 10 or any applicable Work Order11, all Contractor Commercial Off- The-Shelf Software, Contractor Customized Software, and Deliverables.

Non-infringement and Ownership. If a Deliverable or any Services violate or infringe upon the rights of any third party, including, without limitation, including any patent rights, copyright rights, trademark rights, trade secret rights, or other proprietary rights of any kind, District may seek the remedies set forth in Section 18.219.2. Contractor is and shall be (a) either the owner of, or authorized to use, the software and related material used in connection with the Services, which is not otherwise owned by LAUSD, and (b) sufficiently authorized to grant to LAUSD the rights, title, interest and/or ownership, specified in Article 10 or the applicable Work Order11, in and to materials, information, Documentation, Work Product, or other Deliverables developed by Contractor for LAUSD as part of the Services. Contractor will use commercially reasonable efforts to perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, the patent, copyright, trademark, trade secret or other proprietary rights of a third party. Contractor shall have sufficient title and rights to license to District, to the extent specified in Article 10 or any applicable Work Order11, all Contractor Commercial Off-The-Shelf Software, Contractor Customized Software, and Deliverables.