PATENT AND COPYRIGHT INDEMNIFICATION a. The Contractor, at its expense, shall defend, indemnify, and hold DSHS harmless from and against any claims against DSHS that any Product or Work Product supplied hereunder, or DSHS’s use of the Product or Work Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Product shall mean any Contractor-supplied equipment, Software, or documentation. The Contractor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by DSHS provided that DSHS:
(1) Promptly notifies the Contractor in writing of the claim, but DSHS’s failure to provide timely notice shall only relieve the Contractor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to the Contractor; and
(2) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant the Contractor sole control of the defense and all related settlement negotiations.
b. If such claim has occurred, or in the Contractor’s opinion is likely to occur, DSHS agrees to permit the Contractor, at its option and expense, either to procure for DSHS the right to continue using the Product or Work Product or to replace or modify the same so that they become non-infringing and functionally equivalent. If use of the Product or Work Product is enjoined by a court and the Contractor determines that none of these alternatives is reasonably available, the Contractor, at its risk and expense, will take back the Product or Work Product and provide DSHS a refund. In the case of Work Product, the Contractor shall refund to DSHS the entire amount DSHS paid to the Contractor for the Contractor’s provision of the Work Product. In the case of Product, the Contractor shall refund to DSHS its depreciated value. No termination charges will be payable on such returned Product, and DSHS will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of four (4) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of three hundred sixty- five (365) days per year. In the ...
PATENT AND COPYRIGHT INDEMNIFICATION a) The Contractor shall not infringe on any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights in the performance of the Work.
b) The Contractor warrants that all Deliverables furnished hereunder, including but not limited to: equipment, programs, documentation, software, analyses, applications, methods, ways, processes, and the like, do not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights.
c) The Contractor shall be liable and responsible for any and all claims made against the County for infringement of patents, copyrights, service marks, trade secrets or any other third party proprietary rights, by the use or supplying of any programs, documentation, software, analyses, applications, methods, ways, processes, and the like, in the course of performance or completion of, or in any way connected with, the Work, or the County's continued use of the Deliverables furnished hereunder. Accordingly, the Contractor at its own expense, including the payment of attorney's fees, shall indemnify, and hold harmless the County and defend any action brought against the County with respect to any claim, demand, cause of action, debt, or liability.
d) In the event any Deliverable or anything provided to the County hereunder, or portion thereof is held to constitute an infringement and its use is or may be enjoined, the Contractor shall have the obligation to, at the County's option to (i) modify, or require that the applicable subcontractor or supplier modify, the alleged infringing item(s) at its own expense, without impairing in any respect the functionality or performance of the item(s), or (ii) procure for the County, at the Contractor's expense, the rights provided under this Agreement to use the item(s).
e) The Contractor shall be solely responsible for determining and informing the County whether a prospective supplier or subcontractor is a party to any litigation involving patent or copyright infringement, service xxxx, trademark, violation, or proprietary rights claims or is subject to any injunction which may prohibit it from providing any Deliverable hereunder. The Contractor shall enter into agreements with all suppliers and subcontractors at the Contractor's own risk. The County may reject any Deliverable that it believes to be the subjec...
PATENT AND COPYRIGHT INDEMNIFICATION. If a third party claims that a Deliverable that Chordiant provides to IBM or to the Customer infringes that third party’s patent or copyrights, or misappropriates that third party’s trade secrets, regardless of whether that third party had made such claim against IBM or a Customer which has been provided a Deliverable that is the basis of the infringement or misappropriation claim, Chordiant will defend IBM or its Customer against that claim at Chordiant’s expense and shall pay all costs, damages, and attorney's fees that a court finally awards, or that are included in a settlement approved by Chordiant, provided that IBM or its Customer (as applicable):
1. promptly notifies Chordiant in writing of the claim;
2. allows Chordiant to control and cooperates with Chordiant in the defense and any related settlement negotiations, provided that any such settlement does not adversely affect IBM. If such a claim is or is likely to be made, Chordiant will, at its own expense, exercise the following remedies in any order selected by Chordiant: (i) obtain for IBM and the Customer the right to continue to use, sell and license the Deliverables consistent with this Subcontractor Agreement; (ii) modify Deliverables so they are non-infringing and in compliance with this Agreement; (iii) replace the affected Deliverables with non-infringing ones that comply with this Subcontractor Agreement; or if after attempting to exercise (i), (ii) and (iii), none of these are commercially reasonable, then it shall accept the return of infringing Deliverable(s) and refund any amount paid for such infringing Deliverable(s). Chordiant may accept the first of remedies (i), (ii) or (iii), in whichever order it may select, that it may obtain and need not pursue the others. This is Chordiant’s entire obligation and IBM’s and the Customer’s sole remedy regarding any claim of patent or copyright infringement or trade secret misappropriation. Chordiant’s obligations and responsibilities with respect to the Customer are subject to all the conditions, limitations and restrictions contained in this Section 9, and no terms and conditions in the prime contract between IBM and the Customer can expand Chordiant’s obligations and responsibilities hereunder. Claims for which Chordiant is not responsible:
1. IBM's or the Customer’s modification of a Deliverable, or a Deliverable’s use in other than its Specified Operating Environment when the claim would not have occurred but for such modification or use...
PATENT AND COPYRIGHT INDEMNIFICATION. 8.1 Subject to the limitation of liability set forth in Section 9 below, Syncfusion shall indemnify Customer in any action, suit, or proceeding brought against Customer insofar as it is based on a claim that the Licensed Product delivered hereunder infringes any United States copyright.
8.2 Indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights,
8.3 Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion.
8.4 Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim.
8.5 Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2 and the terms and conditions herein, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent.
8.6 Syncfusion may, at its option and expense, (a) replace or modify the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis.
8.7 Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination of the Licensed Product delivered hereunder with any software or device not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusion.
PATENT AND COPYRIGHT INDEMNIFICATION. Motorola agrees to defend, at its expense, any suits against Iridium based upon a claim that any Subscriber Device furnished hereunder directly infringe a patent or copyright in the Gateway Operator's Marketing Area where Iridium sells the Subscriber Device and to pay costs, fines, and damages finally awarded in any such suit, provided that Motorola is notified promptly in writing of the suit and at Motorola's request and at its expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any Subscriber Devices furnished hereunder is enjoined as a result of such suit, Motorola at its option and at no expense to Iridium, will obtain for Iridium the right to use or sell said Subscriber Device or will substitute an equivalent Device reasonably acceptable to Iridium and extend this indemnity thereto or will accept the return of the Subscriber Device and reimburse Iridium the purchase price therefor, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any Subscriber Devices furnished by Motorola or by the combination of any Subscriber Devices furnished by Motorola and other elements nor does it extend to any Subscriber Devices of Iridium's design or formula. The foregoing states the entire liability of Motorola for patent or copyright infringement. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO IRIDIUM ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS.
PATENT AND COPYRIGHT INDEMNIFICATION. Navistar will assume and defend at its sole expense any lawsuit brought against Customer based on a claim that the Software or documentation used within the scope of this Agreement infringes any trade secret right, copyright or patent, provided Customer promptly notifies Navistar of the existence of the lawsuit and tenders the complete defense of the lawsuit to Navistar.
PATENT AND COPYRIGHT INDEMNIFICATION. CONTRACTOR, at its expense, shall defend, indemnify, and save AGENCY harmless from and against any third party claims against AGENCY that any Service as provided by CONTRACTOR and supplied hereunder, or AGENCY’s use of the Service within the terms of this Contract, infringes any patent, copyright, trade secret, trademark, or other similar proprietary right of a third party worldwide. CONTRACTOR shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by AGENCY provided that AGENCY:
a. Promptly notifies CONTRACTOR in writing of the claim, but AGENCY’s failure to provide timely notice shall only relieve CONTRACTOR from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to CONTRACTOR; and
b. Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR sole control of the defense and all related settlement negotiations; and
c. Cooperates with CONTRACTOR (at CONTRACTOR’s expense) in the defense and/or settlement of such claim upon CONTRACTOR’s request. If such claim has occurred, or in CONTRACTOR’s opinion is likely to occur, AGENCY agrees to permit CONTRACTOR, at its option and expense, either to procure the right to continue using the Service or to replace or modify the same so that they become non-infringing and functionally equivalent. If use of the Service is enjoined by a court and CONTRACTOR determines that none of these alternatives is reasonably available, AGENCY may terminate the Service. No termination charges will be payable on such Service and the AGENCY will pay only those charges that were payable prior to the date of such termination.
PATENT AND COPYRIGHT INDEMNIFICATION. BISYS will hold Client harmless and, at its own expense, will defend any action brought against Client based on a claim that the Services used within the scope of this Agreement infringe a United States patent or copyright provided Client notifies BISYS promptly in writing of the claim, BISYS has sole control of the defense of the action and all negotiations for its settlement or compromise, and Client cooperates with BISYS in the defense of the action. In the event any of the Services becomes, or in BISYS' opinion is likely to become, the subject of a claim of infringement of patent or copyright, BISYS, at its option, may (i) secure for Client the right to continue using such Service(s), (ii) replace or modify such Services to make it or them non-infringing, (iii) cease providing the affected Service(s) or (iv) if none of the foregoing options is commercially reasonable, in BISYS' opinion, terminate this Agreement. If BISYS exercises its option hereunder to terminate this Agreement, such termination shall be at no penalty to BISYS except that BISYS shall provide the Deconversion assistance described in Paragraph 9(B) at no charge to Client.
PATENT AND COPYRIGHT INDEMNIFICATION. 40.1. Contractor, at its expense, shall defend, indemnify, and save DES and any Purchaser harmless from and against any claims against DES or Purchaser that any Work Product supplied hereunder, or Purchaser’s use of the Work Product within the terms of this Contract or any Work Order, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Contractor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by DES or Purchaser provided that DES or Purchaser:
a) Promptly notifies Contractor in writing of the claim, but DES’ or Purchaser’s failure to provide timely notice shall only relieve Contractor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Contractor; and
b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Contractor sole control of the defense and all related settlement negotiations.
40.2. If such claim has occurred, or in Contractor’s opinion is likely to occur, Purchaser agrees to permit Contractor, at its option and expense, either to procure for Purchaser the right to continue using the Work Product or to replace or modify the same so that they become noninfringing and functionally equivalent. If use of the Work Product is enjoined by a court and Contractor determines that none of these alternatives is reasonably available, Contractor, at its risk and expense, will take back the Work Product and provide Purchaser a refund equal to the entire amount Purchaser paid to Contractor for Contractor’s provision of the Work Product.
40.3. Contractor has no liability for any claim of infringement arising solely from:
a) Contractor compliance with any designs, specifications or instructions of Purchaser;
b) Modification of the Work Product by Purchaser or a third party without the prior knowledge and approval of Contractor; or
c) Use of the Work Product in a way not specified by Contractor; unless the claim arose against Contractor’s Work Product independently of any of these specified actions.
PATENT AND COPYRIGHT INDEMNIFICATION. WILLBROS HEREBY RELEASES, AND AGREES TO DEFEND, INDEMNIFY AND HOLD CHENIERE GROUP HARMLESS FROM ANY CLAIMS TO THE EXTENT ARISING FROM OR RELATING TO THE ACTUAL OR ALLEGED INFRINGEMENT OF ANY DOMESTIC OR FOREIGN PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS THAT MAY BE ATTRIBUTABLE TO WILLBROS OR ITS SUBCONTRACTORS OR VENDORS IN CONNECTION WITH THE WORK. IN THE EVENT THAT ANY SUIT, CLAIM, TEMPORARY RESTRAINING ORDER OR PRELIMINARY INJUNCTION IS GRANTED IN CONNECTION WITH THIS PARAGRAPH 10.3, WILLBROS SHALL, IN ADDITION TO ITS OBLIGATION ABOVE, MAKE EVERY REASONABLE EFFORT, BY GIVING A SATISFACTORY BOND OR OTHERWISE, TO SECURE THE SUSPENSION OF THE INJUNCTION OR RESTRAINING ORDER. IF, IN ANY SUCH SUIT OR CLAIM, THE WORK, THE PROJECT OR ANY PART, COMBINATION OR PROCESS THEREOF, IS HELD TO CONSTITUTE AN INFRINGEMENT AND ITS USE IS PRELIMINARILY OR PERMANENTLY ENJOINED, WILLBROS SHALL PROMPTLY MAKE EVERY REASONABLE EFFORT TO SECURE FOR CHENIERE A LICENSE, AT NO COST TO CHENIERE, AUTHORIZING CONTINUED USE OF THE INFRINGING WORK. IF WILLBROS IS UNABLE TO SECURE SUCH A LICENSE WITHIN A REASONABLE TIME, WILLBROS SHALL, AT ITS OWN EXPENSE AND WITHOUT IMPAIRING PERFORMANCE REQUIREMENTS, EITHER REPLACE THE AFFECTED WORK, IN WHOLE OR PART, WITH NON-INFRINGING COMPONENTS OR PARTS OR MODIFY THE SAME SO THAT THEY BECOME NON-INFRINGING.
