Common use of Patent, Copyright and Trade Secret Indemnification Clause in Contracts

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. ‌ 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. ‌ 9.12.1 9.10.1 The 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-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 Subrecipient's Work ’s work under this Subaward. County shall inform the Subrecipient as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, disclosure and shall support the Subrecipient's ’s defense and settlement thereof. 9.12.2 9.10.2 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 ’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, the Subrecipient, at its sole expense, and providing that County's ’s continued use of the system is not materially impeded, shall either: 9.12.2.1 9.10.2.1 Procure for County all rights to continued use of the questioned equipment, part, or software product; or 9.12.2.2 9.10.2.2 Replace the questioned equipment, part, or software product with a non-questioned item; or 9.12.2.3 9.10.2.3 Modify the questioned equipment, part, or software so that it is free of claims. 9.12.3 9.10.3 The 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 the Subrecipient, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. ‌ 9.12.1 Subrecipient 10.1 Contractor shall indemnify, hold harmless and defend County County, its Special Districts, elected and appointed officers, employees, and agents 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-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 Contractor’s work under this SubawardMOU. County shall inform Subrecipient Contractor as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support Subrecipient's Contractor’s defense and settlement thereof. 9.12.2 10.2 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 ’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, SubrecipientContractor, at its sole expense, and providing that County's ’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 or ▪ Replace the questioned equipment, part, or software product with a non-questioned item; or 9.12.2.3 or ▪ Modify the questioned equipment, part, or software so that it is free of claims. 9.12.3 Subrecipient 10.3 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 SubrecipientContractor, in a manner for which the questioned product was not designed nor intended.

Patent, Copyright and Trade Secret Indemnification. ‌ 9.12.1 Subrecipient 21.1. The Concessionaire 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-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 the Concessionaire’s work under this SubawardContract. County shall inform Subrecipient the Concessionaire as soon as practicable of any claim or action alleging such infringement or unauthorized disclosure, and shall support Subrecipient's the Concessionaire’s defense and settlement thereof. 9.12.2 21.2. 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 ’s continued use of such item is formally restrained, enjoined, or subjected to a risk of damages, Subrecipientthe Concessionaire, at its sole expense, and providing that County's ’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 21.3. The Concessionaire 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 Subrecipientthe Concessionaire, in a manner for which the questioned product was not designed nor intended.