PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase order. The Contractor shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase order. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, a...
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of this Contract that is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. A. Seller shall defend, at its expense, any claim against Buyer alleging that Products furnished under this Agreement (other than claims related to the Buyer's logo and/or trademark) infringe any patent, copyright or trademark and shall pay all costs and damages awarded, provided Seller is notified in writing of such claim and permitted to defend and compromise such claim. If a final injunction against Buyer's use of the Products results from such a claim (or, if Buyer reasonably believes such a claim is likely) Seller shall, at its expense, and at Buyer's request, either use commercially reasonable efforts to obtain for Buyer the right to continue using the Product or replace or modify the Product so that it becomes noninfringing. In the event that Seller cannot obtain such right for Buyer, Seller shall repurchase all finished Products which Buyer has unsold in its warehouse at that time. The foregoing states the sole and exclusive liability of Seller for infringement of proprietary rights.
B. Seller warrants that there are no claims of infringement with respect to the Product.
C. Seller is authorized to use Compaq logo and trademark only to the extent necessary to meet the required specification for the Product(s). No other rights with respect to Buyer's trademarks, trade names or brand names are conferred, other expressly or by implication, upon Seller.
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. Seller shall indemnify and hold harmless Buyer from any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit or proceeding from infringement of any patent, trademark or copyright by reason of the sale or use of any product sold to Buyer hereunder, and from reasonable expenses incurred by Buyer in defense of such suit or proceeding. In the event of an injunction or restraining order, Seller shall, at its PURCHASE ORDER – GENERAL TERMS AND CONDITIONS Rev 13, 06.15.18 own expense, either procure for Buyer the right to continue to sell and use the product, or replace or modify the product so that it becomes non-infringing. Seller shall also indemnify Buyer’s customers and agents for such infringement if and to the extent that Xxxxx has agreed so to indemnify them, but to no greater extent than Seller has indemnified Buyer herein and under the same conditions as set forth herein.
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. A. Indemnity by Seller. Seller will, at its expense, defend, indemnify ------------------- and hold Buyer, its Affiliates, officers and directors harmless from any costs, expenses (including reasonable attorney's fees), losses, damages, court judgments or awards or liabilities (collectively, "Damages") incurred as a result of any claim that any Service or Product provided by Seller to Buyer pursuant to this Agreement infringes or is alleged to infringe any patent, copyright, trade secret, trademark, mask work right or other proprietary right(s) of a third party, but solely to the extent such infringement or alleged infringement arises out of or relates to a Seller Responsibility; provided that Seller is promptly notified by Buyer, rendered reasonable assistance by Buyer (at Seller's expense) and permitted to control the defense or settlement of such claim. As used herein, "Seller Responsibility" means any aspect of the manufacture of the Products or performance of the Services that is not specifically required in writing by Buyer in its specified designs, Materials, processes or other instructions and with respect to which there is a non-infringing alternative available to implement such requirements, or any deviations from such requirements by Seller or its agents. For the avoidance of doubt, a Seller Responsibility occurs with respect to any discretionary action by Seller in the manner of implementing Buyer's requirements if a non-infringing alternative exists. Without limiting the foregoing, such indemnification shall not apply to infringing combinations to the extent arising from the combination of the Product with other items in which the combination was not performed by Seller or its agents or from claims for infringement to the extent arising from changes to the Products not made by Seller or its agents.
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. 11.1 Defense by Adobe. Subject to the limitations set forth below, Adobe shall defend, indemnify and hold Vendor harmless with respect to all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, with respect to any claim that the Adobe Product Packages as designed by Adobe infringe upon any U.S. patent, U.S. trademark or U.S. copyright; provided, however, that Vendor (i) promptly notifies Adobe in writing of such claim, suit, or proceeding; (ii) gives Adobe the right to control and direct investigation, preparation, defense and settlement of such claim or suit; and (iii) gives Vendor's assistance and full cooperation for the defense of same. Notwithstanding the foregoing, Adobe shall have no right to settle such claim, unless as a result of such settlement Vendor is released from any liability with respect to such claim. Adobe shall pay any resulting costs, damages, and attorney fees finally awarded, but Adobe is not liable for costs or expenses Vendor incurs without Adobe's written authorization. If such claim has occurred or, in Adobe's opinion, is likely to occur, Adobe may, at is election and expense, either obtain for Vendor the right to continue, reproducing and/or assembling such allegedly infringing Adobe Product Package, replace or modify the Adobe Product Package so it is not infringing, or remove such Adobe Product Package from this Agreement.
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. A. Indemnity by Seller. Seller will, at its expense, defend, indemnify and hold Buyer, its Affiliates, officers and directors harmless from any costs, expenses (including reasonable attorney's fees), losses, damages, court judgments or awards or liabilities (collectively, "Damages") incurred as a result of any claim that any Service or Product provided by Seller to Buyer pursuant to this Agree-
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. In consideration of the purchase of the Goods described herein Seller agrees to hold harmless, indemnify, protect and defend Buyer and customers and the users of its products against all suits of law or in equity, and all claims, demands, damages and judgments arising out of or due to actual or alleged infringement of any patent, copyright or trademark, together with all expenses incurred by Buyer in connection therewith by reason of the sale or use of all the Goods purchased except those specifically designated by Buyer.
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. (a) Subject to the provisions of this Section 6, CyberCash shall at its expense, defend any action against Merchant to the extent such action is based on a claim that the Software or a component of the Software provided by CyberCash to Merchant pursuant to this Agreement infringes a United States patent, copyright, trademark or other intellectual property right, and CyberCash shall pay those damages or costs finally awarded against Merchant in such action which are attributable to such claim, provided that Merchant notifies CyberCash promptly in writing of such action, Merchant gives CyberCash sole control of the defense thereof (and any negotiations for settlement or compromise thereof), and Merchant cooperates in the defense thereof at CyberCash's expense. If the Software or any component of the Software becomes, or in CyberCash's opinion is likely to become, the subject of a claim of infringement, then Merchant shall permit CyberCash, at its option and expense, either (i) procure for Merchant the right to continue using the Software or the infringing component of the Software, (ii) replace or modify Software or the infringing component of the Software so that it becomes non-infringing, or (iii) terminate this Agreement. Merchant shall not incur any costs or expenses for the account of CyberCash under or pursuant to this Section 6(a) without CyberCash's prior written consent.
(b) CyberCash shall have no obligation to defend any action against Merchant to the extent such action is based upon a claim of infringement arising from (i) the use of the Software or a component of the Software by Merchant in a manner other than as specified or permitted by CyberCash, (ii) the use of the Software or a component of the Software by Merchant in combination with other products, equipment, devices or software (including without limitation any application software produced by Merchant for use with the Software or a component of the Software) not supplied by Cybercash if such infringement charge would have been avoided in the absence of such combination, or (iii) the alteration or modification of the Software or a component of the Software by Merchant (or by CyberCash in compliance with specifications provided by Merchant) if such infringement charge would have been avoided in the absence of such alteration or modification.
(c) In the event an infringement action or claim is brought against CyberCash which is based on the conduct of Merchant described in paragraph (b) ab...
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. 11.1 Subject to the limitations set forth herein below, Adobe shall defend Xxxxx from all claims, suits or proceedings with respect to any claim that the Adobe Product Packages as designed by Adobe, infringe upon any European Union ("EU") member state copyright, trade xxxx or patent; provided, however, that Xxxxx, at its own expense (i) promptly notifies Adobe in writing of such claim, suit or proceeding (ii) gives Adobe the right to control and direct investigation, preparation, defense and settlement of any claim, suit or proceeding; (iii) makes no admission of liability; and (iv) gives assistance and full co-operation for the defense of same and further provided that Adobe's liability with respect to portions of Adobe Product Packages provided by or licensed from third parties will be limited to the extent Adobe is indemnified by such third parties. Adobe shall pay any resulting damages, costs and expenses finally awarded to a third party but Adobe is not liable for such amounts, or for settlements incurred by Xxxxx without Adobe's written authorisation. If such claim, suit or proceeding has occurred or, in Adobe's opinion, is likely to occur, Adobe may, at its election and expense, either obtain for Xxxxx the right to continue manufacturing such allegedly infringing Adobe Product Packages, replace or modify the Adobe Product Packages so they are not infringing, or remove such Adobe Product Packages from this Agreement.
