Oracle Indemnification Sample Clauses

Oracle Indemnification. Oracle will, at Oracle’s expense, indemnify and defend Client from and against any liabilities, losses, damages, costs, and expenses resulting from a third-party claim that the Oracle materials infringes or misappropriates any U.S. patent issued as of the Effective Date or any copyright or trade secret of a third party during the term of the Agreement so long as Client follows the procedure set forth in Section 10.1, above.
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Oracle Indemnification. 27 ARTICLE XI - GENERAL....................................................... 27
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Oracle Indemnification. Oracle agrees to indemnify and defend Client from and against any liability owed to a third party (including, without limitation, government fines and judicial awards) as a result of the Services infringing upon such third party’s U.S. copyright or trademark rights. If any portion of the Services becomes, or in Oracle’s opinion is likely to become, the subject of a claim of infringement, Oracle may, at Oracle’s option: (i) procure for Client the right to continue using the Services; (ii) replace the Services with non-infringing software or services which do not materially impair the functionality of the Services; (iii) modify the Services so that they become non-infringing; or (iv) terminate this Agreement and refund any fees actually paid by Client to Oracle for the remainder of the term then in effect, and upon such termination, Client will immediately cease all use of the Services. Notwithstanding the foregoing, Oracle shall have no obligation under this section or otherwise with respect to any infringement claim based upon (a) any use of the Services not in accordance with this Agreement; (b) any use of the Services in combination with other products, equipment, software or data not supplied by Oracle; or (c) any modification of the Services by any person other than Oracle or its authorized agents. This Section 9.1 states the sole and exclusive remedy of Client and the entire liability of Oracle, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
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Oracle Indemnification. Oracle will defend and indemnify ISI Member against: a. All claims and damages to ISI Member caused by Oracle's failure to include the following contractual provisions in each Customer agreement: i. Restrict use of the ISI Member Programs to object code;
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Related to Oracle Indemnification

  • Defense and Indemnification 12.1 Consultant agrees to indemnify, defend (with attorneys approved by City), and hold harmless the City, and its officers, officials, agents and employees (the “Indemnified Parties”) from any and all claims, demands, costs or liability that arise out of, or pertain to, or relate to the Consultant, its employees, agents, and subcontractors performance of services under this Agreement. Consultant’s duty to indemnify under this section shall not include liability for damages for death or bodily injury to persons, injury to property, or other loss, damage or expense arising from the sole negligence or willful misconduct by the City or its elected officials, officers, agents, and employees. Consultant's indemnification obligations shall not be limited by the insurance provisions of this Agreement. The Parties expressly agree that any payment, attorney's fees, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense, or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 12.2 This indemnity is in addition to any other rights or remedies which City may have under the law or this Agreement. In the event of any claim or demand made against any party which is entitled to be indemnified hereunder, City may, at its sole discretion, reserve, retain or apply any monies due to Consultant under this Agreement for the purpose of resolving such claims; provided however, that City may release such funds if Consultant provides City with reasonable assurances of protection of the City's interest. The City shall, in its sole discretion determine whether such assurances are reasonable. 12.3 Consultant agrees that its duty to defend arises upon an allegation of liability based upon the performance of services under this Agreement by Consultant, its officers, agents, representatives, employees, sub-consultants, or anyone for whom Consultant is liable and that an adjudication of Consultant’s liability is not a condition precedent to Consultant's duty to defend.

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