PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY Sample Clauses

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY a. Contractor shall hold HACSB, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or un- copyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the Agreement. b. Contractor may be required to furnish a bond to HACSB against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c. Contractor, at its own expense, shall defend any action brought against HACSB to the extent that such action is based upon a claim that the goods or software supplied by Contractor or the operation of such goods pursuant to a current version of Contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. Contractor shall pay those costs and damages finally awarded against HACSB in any such action. Such defense and payment shall be conditioned on the following: i. That Contractor shall be notified within a reasonable time in writing by HACSB of any notice of such claim; and, ii. That Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, HACSB shall have the option to participate in such action at its own expense. d. Should the goods or software, or the operation thereof, become, or in Contractor's opinion are likely to become, the subject of a claim of infringement of a United States patent or copyright or a trade secret, HACSB shall permit Contractor at its option and expense either to procure for HACSB the right to continue using the goods or software, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or if the use of such goods or software by HACSB shall be prevented by injunction, Contractor agrees to take back such goods or software and make every reasonable effort to assist HACSB in procuring substitute goods or software. If, in the sole opinion of HACSB, the return of such infringing goods or software makes the retention of other goods or software acquired from Contractor under this Agreement impractical, HACSB shall then have the option of terminating such Agreement, or applicable portions thereof, without penalty or termination charge. Contractor agr...

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY a) Contractor will indemnify, defend, and save harmless the State, its officers, agents, and employees, from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses for infringement or violation of any U.S. Intellectual Property Right by any product or service provided hereunder. With respect to claims arising from Software manufactured by a third party and sold by Contractor as a reseller, Contractor will pass through to the State such indemnity rights as it receives from such third party (“Third Party Obligation”) and will cooperate in enforcing them; provided that if the third party manufacturer fails to honor the Third Party Obligation, Contractor will provide the State with indemnity protection equal to that called for by the Third Party Obligation, but in no event greater than that called for in the first sentence of this Section). Unless a Third Party Obligation provides otherwise, the defense and payment obligations set forth in this Section will be conditional upon the following: i. The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and ii. The Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (a) when substantial principles of government or public law are involved, when litigation might create precedent affecting future State operations or liability, or when involvement of the State is otherwise mandated by law, the State may participate in such action at its own expense with respect to attorneys’ fees and costs (but not liability); (b) where a settlement would impose liability on the State, affect principles of California government or public law, or impact the authority of the State, the Department of General Services or the Department of Technology, as applicable, will have the right to approve or disapprove any settlement or compromise, which approval will not unreasonably be withheld or delayed; and (c) the State will reasonably cooperate in the defense and in any related settlement negotiations. b) Should the Software Products or Services, or the operation thereof, become, or in the Contractor's opinion are likely to become, the subject of a claim of infringement or violation of a U.S. Intellectual Property Right, the State shall, subject to prior approval, permit the Contractor, at its option and expense, either to procure ...

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. (a) Contractor shall indemnify, defend, and hold harmless the State of California, Board of Trustees of the California State University, CSU, and their respective officers, agents, and employees (collectively referred to as CSU), from any and all third-party claims, costs (including without limitation reasonable attorneys’ fees), and losses for infringement or violation of any Intellectual Property Right, domestic or foreign, by any product or service provided hereunder. With respect to claims arising from computer Hardware or Software manufactured by a third party and sold by Contractor as a reseller, Contractor will pass through to CSU, in addition to the foregoing provision, such indemnity rights as it receives from such third party (“Third-Party Obligation”) and will cooperate in enforcing them; provided that if the third-party manufacturer fails to honor the Third- Party Obligation, Contractor will provide CSU with indemnity protection. (i) CSU will notify Contractor of such claim in writing and tender its defense within a reasonable time; and (ii) Contractor will control the defense of any action on such claim and all negotiations for its settlement or compromise, except when substantial principles of government or public law are involved, when litigation might create precedent affecting future CSU operations or liability, or when involvement of the CSU is otherwise mandated by law. In such case no settlement shall be entered into on behalf of CSU without CSU’s written approval.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY a. Contractor shall indemnify, defend, and hold harmless the State of California, Board of Trustees of the California State University, CSU, and their respective officers, agents, and employees (collectively referred to as CSU), from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses for infringement or violation of any Intellectual Property Right, domestic or foreign, by any product or service provided hereunder. With respect to claims arising from computer Hardware or Software manufactured by a third party and sold by Contractor as a reseller, Contractor will pass through to CSU, in addition to the foregoing provision, such indemnity rights as it receives from such third party (“Third Party Obligation”) and will cooperate in enforcing them; provided that if the third party manufacturer fails to honor the Third Party Obligation, Contractor will provide CSU with indemnity protection. i. CSU will notify Contractor of such claim in writing and tender its defense within a reasonable time; and ii. Contractor will control the defense of any action on such claim and all negotiations for its settlement or compromise, except when substantial principles of government or public law are involved, when litigation might create precedent affecting future CSU operations or liability, or when involvement of the CSU is otherwise mandated by law. In such case no settlement shall be entered into on behalf of CSU without CSU’s written approval. b. Contractor may be required to furnish CSU a bond against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c. Should the Deliverables or Software, or the operation thereof, become, or in the Contactor’s opinion are likely to become, the subject of a claim of infringement or violation of a Intellectual Property Right, whether domestic or foreign, CSU shall permit Contractor at its option and expense either to procure for CSU the right to continue using the Deliverables or Software or to replace or modify the same so they become non-infringing, provided they comply with Contract and performance requirements and/or expectations. If neither option can reasonably practicable or if the use of such Deliverables or Software by CSU shall be prevented by injunction, Contractor agrees to take back such Deliverables or Software and use its best effort to assist CSU in procuring substitute Deliverables or Software at Contra...

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. User agrees to indemnify and hold harmless eTrainetc, LLC, against all liability resulting from or related to any claim of patent or copyright infringement, misappropriation, or misuse of trade secrets or other proprietary rights based upon the use by User of the Application, or any portion thereof, in whatever form, or the exercise by User of any rights granted under this Agreement. Additionally, all code used by the user within the application is considered community property. If that code was obtained by the user resulting from any claim of patent or copyright infringement, misappropriation, or misuse of trade secrets or other proprietary rights based upon the use by User of the Application, or any portion thereof, in whatever form, or the exercise by User of any rights granted under this Agreement.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY a) Contractor shall indemnify, defend, and save harmless the State of California, CalPERS, the CalPERS Board of Administration, the California Public Employees' Retirement Fund, and all the officers, trustees, agents and employees of the foregoing, from any and all third party claims, costs (including without limitation reasonable attorneys' fees), and losses for infringement or violation of any U.S. Intellectual Property Right by any product or service provided hereunder. With respect to claims arising from computer Hardware or Software manufactured by a third party and sold by Contractor as a reseller, Contractor will pass through to the State of California, CalPERS, the CalPERS Board of Administration, the California Public Employees' Retirement Fund, and all the officers, trustees, agents and employees of the foregoing, such indemnity rights as it receives from such third party ("Third Party Obligation") and will cooperate in enforcing them; provided that if the third party manufacturer fails to honor the Third Party Obligation, Contractor will provide the State of California, CalPERS, the CalPERS Board of Administration, the California Public Employees' Retirement Fund, and all the officers, trustees, agents and employees of the foregoing, indemnity protection equal to that called for by the Third Party Obligation, but in no event greater than that called for in the first sentence of this Section (C.12.a.). The provisions of the preceding sentence apply only to third party computer Hardware and Software sold as a distinct unit and accepted by CalPERS. Unless a Third Party Obligation provides otherwise, the defense and payment obligations set forth in this Section (C.12.a.) will be conditional upon the following: (i) CalPERS will notify Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and (ii) Contractor will have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; provided that (i) when substantial principles of government or public law are involved, when litigation might create precedent affecting future CalPERS or State operations or liability, or when involvement of CalPERS or the State is otherwise madated by law, CalPERS may participate in such action at its own expense with respect to attorneys' fees and costs (but not liability); (ii) CalPERS will have the right to approve or disapprove any settlement or compromise, which approval will not...

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY a) Contractor shall hold the State of California, its officers, agents and employees, harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract. b) Contractor may be required to furnish a bond to the State against any and all loss, damage, costs, expenses, claims and liability for patent, copyright and trade secret infringement. c) Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a claim that the goods or software supplied by the contractor or the operation of such goods pursuant to a current version of contractor supplied operating software infringes a United States patent or copyright or violates a trade secret. The contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the contractor shall be notified within a reasonable time in writing by the State of any notice of such claim; and, ii) That the contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, provided, however, that when principles of government or public law are involved, the State shall have the option to participate in such action at its own expense.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. 5.1 Licensor warrants that the use of the Technology will not infringe upon any United States patent, copyright or trade secret. Licensor, at its own expense, will defend or settle any claim, suit or proceeding brought by a third party against Licensee alleging infringement, and Licensor shall indemnify Licensee for all costs (including attorneys' fees and costs) or damages awarded as a result of such infringement, provided that Licensor is given prompt notice of any such claim, suit or proceeding and sole control of the defense of such claim, suit or proceeding, including negotiations, appeals and settlements; provided, however, that if Licensor does not proceed diligently to defend, Licensee shall have the right, but not the obligation, to control the defense without impairing its indemnification rights hereunder. Licensee agrees to provide reasonable information and assistance to Licensor, at Licensor's expense. This indemnity shall not apply to any claim of infringement resulting from Licensee's modification of the Technology or the combination of the Technology with other software not provided by Licensor. 5.2 If the Technology is held to infringe, or in Licensor's opinion is likely to be held to infringe, any third party intellectual property right, Licensor shall, at its expense, secure the right for Licensee to continue using the Technology or shall replace or modify the Technology to make it noninfringing. If commercially reasonable efforts to achieve the foregoing are unsuccessful, Licensee shall be entitled to terminate the License.

PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. A. Supplier represents and warrants that: i. It has sufficient right, title and interest in all Product to enter into this Agreement; ii. The Product does not infringe any United States, Canada, Australia, Japan, Malaysian, European Community, Ireland, Sweden, Norway, or Finland patent, copyright or trade secret; iii. To the best of Supplier's knowledge, the unauthorized combination, operation, or use of the Product with equipment, data or programs Gateway sells the Product with, does not infringe any United States, Canada, Australian, Japan, Malaysian, European Community, Ireland, Sweden, Norway or Finland patent, copyright or trade secret. iv. The Product does not violate the trade secret or confidentiality rights of a third party. Supplier agrees to indemnify, hold harmless and defend Gateway, Gateway's agents and customers from and against any and all damages, losses, costs, expenses, including attorneys' fees (including allocated costs for in-house legal services), and liability incurred in connection with a claim for infringement which constitutes a breach of the foregoing warranty (hereinafter "Infringement Claims") whether in this or a foreign country; provided that Supplier is notified promptly in writing of an Infringement Claim. Supplier shall have sole control over the defense and settlement of such a claim so long as no settlement adversely affects Gateway's ability to exercise its rights under this Agreement. Gateway shall provide reasonable assistance in defense of same. Supplier will pay all damages and costs finally awarded against Gateway. B. In the event that a final judgment is obtained against the use of any Product by Gateway by reason of infringement of any such Intellectual Property Right, or, if in Supplier's opinion the Product is likely to become the subject of such a claim of infringement, Supplier shall, at its option and expense: (a) procure for Gateway the right to continue using the Product; or (b) replace or modify the Product so that it no longer causes any such infringement but is still capable of performing its original function.