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

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’ 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 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’ 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 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 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 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 '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 '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 '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 '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 ofany such claim. In addition, if any ifany third party obtains a judgment against the City based upon Contractor’s '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. 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 ofsettlement ofthe claim; and 3) cooperate with the Contractor in a reasonable way to facilitate the defense or settlement of the ofthe claim. B. If any product or service becomes, or in the Contractor’s 's opinion is likely to become the subject of a ofa 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 ofthe City’s '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 ofthe product or service and refund an amount equal to the value of the ofthe returned product or service, less the unpaid portion of the ofthe purchase price and any other amounts, which are due to the Contractor. The Contractor’s '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 ofthe claim.