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 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:
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.
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.
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 uncopyrighted composition, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the Agreement.
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. Lessor will indemnify, hold -------------------------------------------- harmless and defend Lessee at its own expense against any claim that any Equipment or Software as provided by Lessor hereunder, exclusive of any Software programs at any time specifically developed pursuant to customized functional specifications for applications identified by Lessee, infringes any United States copyright, patent or trade secret; provided that Lessee promptly notifies Lessor of any such claim after receiving service of process, provides all reasonable assistance to Lessor and allows Lessor to control any resulting litigation and/or settlement negotiations. Lessor shall have no obligation with respect to any such claim of infringement based upon Lessee's modification of any Equipment or Software or their combination, operation or use with apparatus, data or computer programs not furnished by Lessor. If a claim of infringement described in this paragraph does occur, or in Lessor's opinion is likely to occur, Lessee will permit Lessor, at its option and expense, (i) to modify the Equipment or Software so that it is no longer infringing while performing substantially the same function, (ii) to obtain for Lessee the right to continue using the Equipment or Software, or (iii) if (i) and (ii) are not reasonably procurable, require Lessee to return the Equipment and Software in exchange for a refund of Monthly Rent previously paid. Lessee will indemnify, hold harmless and defend Lessor at its own expense against any claim of copyright infringement based on a specification or script provided to Lessor by Lessee. Notwithstanding any provision of this Lease to the contrary, including without limitation, this Sectionl8, Lessor is not in any way indemnifying or agreeing to defend Lessee with respect to infringement of any claim or claims of United States Patent No. 4,706,275 (the "Aerotel Patent"), until after Lessee has obtained a valid and enforceable license to practice the Aerotel Patent in connection with the use and operation of all "debit card services" offered by Lessee (as generally described in the Calling Card Services and Billing Methods Sections of Lessor's IN*Control ESP Feature 5.5 document). The limitation in the preceding sentence only applies to the use and operation of such debit card services. Lessee represents that following execution of this Agreement, in connection with any debit card services Lessee decides to offer, it will promptly commence negotiations t...
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:
PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. 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: The State will notify the Contractor of any such claim in writing and tender the defense thereof within a reasonable time; and 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. 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 for the Stat...
PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. TUTORNET and SearchHelp warrant that use of any material, product or part thereof (including, but not limited to, software, firmware, service, system design, or equipment) furnished under this Agreement by either party shall not infringe any United States patent, copyright, trade secret or other proprietary right.
