Patent, Copyright and Trade Secret Indemnification. 9.4.1 The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof.
9.4.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either: Procure for County all rights to continued use of the questioned equipment, part, or software product; or Replace the questioned equipment, part, or software product with a non-questioned item; or Modify the questioned equipment, part, or software so that it is free of claims.
9.4.3 The Contractor shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by the Contractor, in a manner for which the questioned product was not designed nor intended.
Patent, Copyright and Trade Secret Indemnification.
9.12.1 Subrecipient shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third-party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of Subrecipient's Work under this Subaward. County shall inform Subrecipient as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support Subrecipient's defense and settlement thereof.
9.12.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County's continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, Subrecipient, at its sole expense, and providing that County's continued use of the system is not materially impeded, shall either:
9.12.2.1 Procure for County all rights to continued use of the questioned equipment, part, or software product; or
9.12.2.2 Replace the questioned equipment, part, or software product with a non-questioned item; or
9.12.2.3 Modify the questioned equipment, part, or software so that it is free of claims.
9.12.3 Subrecipient shall have no liability if the alleged infringement or unauthorized disclosure is based upon a use of the questioned product, either alone or in combination with other items not supplied by Subrecipient, in a manner for which the questioned product was not designed nor intended.
Patent, Copyright and Trade Secret Indemnification. A. The Contractor shall defend, at its own expense, the City against any claim that any product or service provided under this Agreement infringes any patent, copyright to trademark in the United States or Puerto Rico, and shall pay all costs, damages and attorneys’ fees that a court finally awards as a result of any such claim. In addition, if any third party obtains a judgment against the City based upon Contractor’s trade secret infringement relating to any product or services provided under this Agreement, the Contractor agrees to reimburse the City for all costs, attorneys’ fees and amount of the judgment. To qualify for such defense and or payment, the City shall:
1) give the Contractor prompt written notice within 48 hours of any claim;
2) allow the Contractor to control the defense of settlement of the claim; and
3) cooperate with the Contractor in a reasonable way to facilitate the defense or settlement of the claim.
B. If any product or service becomes, or in the Contractor’s opinion is likely to become the subject of a claim of infringement, the Contractor shall at its option and expense:
1) provide the City the right to continue using the product or service and fully indemnify the City against all claims that may arise out of the City’s use of the product or service; or,
2) replace or modify the product or service so that it becomes non-infringing;
3) accept the return of the product or service and refund an amount equal to the value of the returned product or service, less the unpaid portion of the purchase price and any other amounts, which are due to the Contractor. The Contractor’s obligation will be void as to any product or service modified by the City to the extent such modification is the cause of the claim.
Patent, Copyright and Trade Secret Indemnification. A. The Contractor shall defend, at its own expense, the City against any claim that any product or service provided under this Agreement infringes any patent, copyright to trademark in the United States or Puerto Rico, and shall pay all costs, damages and attorneys' fees that a court finally awards as a result of any such claim. In addition, if any third party obtains a judgment against the City based upon Contractor's trade secret infringement relating to any product or services provided under this Agreement, the Contractor agrees to reimburse the City for all costs, attorneys' fees and amount of the judgment. To qualify for such defense and or payment, the City shall:
1. give the Contractor prompt written notice within 48 hours of any claim;
Patent, Copyright and Trade Secret Indemnification. The Contractor shall indemnify, hold harmless and defend County from and against any and all liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from or related to the operation and utilization of the Contractor’s work under this Contract. County shall inform the Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support the Contractor’s defense and settlement thereof.
Patent, Copyright and Trade Secret Indemnification. 9.3.1 Contractor shall indemnify, hold harmless and defend County from and against any and all third party claims and related liability, damages, costs, and expenses, including, but not limited to, defense costs and attorneys' fees, for or by reason of any actual or alleged infringement of any third party's patent or copyright, or any actual or alleged unauthorized trade secret disclosure, arising from the operation and utilization of Contractor’s work under this Contract. Contractor’s obligation to defend and indemnify County is contingent upon (i) County providing Contractor prompt written notice of any claim; and (ii) County providing Contractor all reasonable information and assistance requested by the Contractor to settle, defend, or bring a countersuit in conjunction with any claim.
9.3.2 In the event any equipment, part thereof, or software product becomes the subject of any complaint, claim, or proceeding alleging infringement or unauthorized disclosure, such that County’s continued use of such item is formally restrained or enjoined, or subjected to a claim for damages, Contractor, at its sole expense, and providing that County’s continued use of the system is not materially impeded, shall either: ▪ Procure for County all rights to continued use of the questioned equipment, part, or software product; or ▪ Replace the questioned equipment, part, or software product with a non-questioned item; or ▪ Modify the questioned equipment, part, or software so that it is free of claims. ▪ Terminate the infringing equipment, part or software product, and refund to County all amounts paid for such infringing item.
9.3.3 Contractor shall have no liability to indemnify, hold harmless and defend County under this Paragraph 9.3 if the alleged infringement or unauthorized disclosure is based upon (i) a use of the questioned product, either alone or in combination with other items not supplied by Contractor, in a manner for which the questioned product was not designed nor intended, (ii) County’s content, (iii) Contractor’s adherence to County’s written requirements, or (iv) use of the Service by County in violation of this Contract.
9.3.4 County will indemnify and defend Contractor its directors, officers, employees, agents, and their successors from and against any and all third party claims and related liability, including but not limited to demands, claims, actions, fees, costs, and expenses (including attorney and expert witness fees), arising from improper use...
Patent, Copyright and Trade Secret Indemnification a) Harkins at its own expense, will defend and indemnify Licensee against claims that the Software infringes a United States patent or copyright or misappropriates trade secrets protected under United States law, provided Licensee (i) gives prompt (not later than ten (10) days after receipt of the claim) written notice of such claims to Harkins, (ii) permits Harkins to defend or settle the claims, and (iii) provides all reasonable assistance to Harkins in defending or settling the claims.
b) As to any Software which is or, in the opinion of Harkins & Associates, Inc., may become subject to a claim of infringement or misappropriation, Harkins & Associates, Inc. may elect to (i) obtain the right of continued use of such item for Licensee or (ii) replace or modify such item to avoid the claim. If neither alternative is available on commercially reasonable terms, then at the request of Harkins, Licensee will discontinue use of the applicable Software, and Harkins will refund the license fees paid by Licensee for such product less a reasonable allowance for the period of use.
c) Harkins will not defend or indemnify Licensee if any claim of infringement or misappropriation results from Licensee’s design or alternation of any Software, or results from use of Software in combination with any product or service not provided by Harkins.
d) This paragraph states the entire liability of Harkins and Licensee’s sole and exclusive remedies for patent or copyright infringement and trade secret misappropriation.
Patent, Copyright and Trade Secret Indemnification. 10.1 Unisys, at its own expense, will defend and indemnify MA and End-Users against claims that Unisys products furnished to End-Users pursuant to this Agreement infringe a United States patent or copyright or are subject to claims of misappropriation of trade secrets protected under United States law, provided MA (a) gives Unisys prompt written notice of such claims pursuant to Section 16.9, (b) permits Unisys to defend or settle the claims, and (c) provides all reasonable assistance to Unisys in defending a settling the claims. Unisys will not defend a indemnity MA a End-Users if any claim of infringement or misappropriation results from (a) design or alteration of any Unisys product by End-Users a MA or (b) use of any Unisys product in combination with any non Unisys product. This
Section 10.1 states the entire liability of Unisys and MA's sole and exclusive remedy for patent or copyright infringement a trade secret misappropriation with respect to Unisys products.
10.2 MA, at its own expense, will defend and indemnify Unisys and End-Users against claims that any Products or Services or any part thereof furnished pursuant to this Agreement infringes a United States patent a copyright a is subject to claims of misappropriation of trade secrets protected under United States law, provided Unisys (a) gives MA prompt written notice of such claims pursuant to Section 16.9, (b) permits MA to defend a settle the claims, and (c) provides all reasonable assistance to MA in defending a settling the claims. Unisys may be represented by counsel of its own choice at its own expense. MA will not defend a indemnify Unisys a End-User if any claim of infringement a misappropriation results from (a) design or alteration of any Product a Service by Unisys a End-Users a (b) use of any Product in combination with any non-MA product. This Section
Patent, Copyright and Trade Secret Indemnification. 18.1 SUBCONTRACTOR shall indemnify, defend, and hold harmless CONTRACTOR, COUNTY, and their respective officers, employees, and agents from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses, including defense costs and legal, accounting and other expert, consulting, or professional fees, as such are incurred, for or by reason of any actual or alleged infringement of any patent or copyright, or other rights of any third party, or any actual or alleged trade secret disclosure or misappropriation, arising from or related to the system or the operation and utilization of SUBCONTRACTOR’s Work under this Agreement or to the Prime Contract (collectively referred to as “Infringement Claims”). SUBCONTRACTOR shall have no obligation to CONTRACTOR or COUNTY under this Paragraph 18 if any infringement claim is caused by use by COUNTY of VIMS other than in accordance with the Specifications and other applicable Documentation, including all applicable license agreements. Any legal defense pursuant to SUBCONTRACTOR’s indemnification obligations under this Paragraph 18 shall be conducted by SUBCONTRACTOR and performed by counsel selected by SUBCONTRACTOR and approved by CONTRACTOR and COUNTY in writing, such consent not to be unreasonably withheld. Notwithstanding the preceding sentence, COUNTY shall have the right to participate in any such defense at its cost and expense, except that in the event SUBCONTRACTOR fails to provide COUNTY with a full and adequate defense, as required by law and this Agreement, COUNTY shall be entitled to reimbursement for all such costs and expenses. COUNTY shall cooperate with and assist SUBCONTRACTOR, at SUBCONTRACTOR’s expense, in connection with any claim, action, or lawsuit to which the above indemnity applies, including asserting all defenses, claims, or counterclaims reasonably requested by SUBCONTRACTOR, including that of sovereign immunity. In addition, SUBCONTRACTOR shall not, without COUNTY’s prior written approval, accept any settlement, or enter a plea of guilty or nolo contendere, to any charge or claim that results in other than a monetary judgment against COUNTY, which monetary judgment in any event shall not exceed SUBCONTRACTOR’s ability to pay and which shall be paid by SUBCONTRACTOR.
18.2 Without limiting the foregoing, in the event COUNTY’s Project Director becomes aware that ongoing use of VIMS, or any part thereof, is the subject of any Infringement Claim that might preclude or ...
Patent, Copyright and Trade Secret Indemnification. 26.1 Unisys, at its own expense, will defend and indemnify Client against claims that Products furnished under this Agreement infringe a United States patent or copyright or misappropriate trade secrets protected under United States law.
26.2 As to any Product which is subject of a claim of infringement or misappropriation, Unisys may elect to (a) obtain the right of continued use of such Product for Client or (b) replace or modify such Product to avoid such claim. If neither alternative is available on commercially reasonable terms, then, at the request of Unisys, Client will discontinue use and return the Product and Unisys will grant a credit for the price paid to Unisys, less a reasonable offset for use and obsolescence. Any applicable Software license will be terminated.
26.3 Unisys will not defend or indemnify Client if any claim of infringement or misappropriation (a) is asserted by a parent, subsidiary or affiliate of Client, (b) results from Client’s design or alteration of any Product, (c) results from use of any Product in combination with any non Unisys Product, or (d) relates to a non Unisys Product alone.
26.4 The indemnities provided by either party in this Agreement are dependent on the party receiving the claim: (a) giving the other party prompt written notice of such claim, (b) permitting the other party to defend or settle the claim, (c) not at any time admitting liability in respect of the whole or any part of the claim or agreeing to settle or dispose of the claim, and (d) providing all reasonable assistance to the indemnifying party in defending or settling the claim.
26.5 This Section 26 states the entire liability of the indemnifying party and the other party's sole and exclusive remedies for patent and copyright infringement or misappropriation and trade secret misappropriation.
