PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT Sample Clauses

PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT. The vendor guarantees goods sold to the County were manufactured or produced in accordance with applicable federal labor laws, and that the sale or use of the articles described herein do not infringe any patent, copyright or trademark. The vendor covenants that it will, at its own expense, defend every suit which shall be brought against the County (provided that such vendor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent, copyright or trademark by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit.
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PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT. The contractor guarantees goods sold to the County were manufactured or produced in accordance with applicable federal labor laws, and that the sale or use of the articles described herein do not infringe any patent, copyright, software or trademark. The contractor covenants that it will, at its own expense, defend and hold harmless the County from every suit which must be brought against Sauk County (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent, copyright, software or trademark by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits, reasonable expenses, reasonable attorney fees in defense of such actions, recoverable in any such suit.
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PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT. MS shall defend and pay the amount of any final adverse judgement against CUSTOMER, or settlement to which MS has consented, resulting from claims of infringement of any United States patent, copyright, trademark and/or service mark xxxh respect to a Product, provided that the Product has not been altered, and provided further that MS is notified promptly in writing of such a claim and has sole control over its defense or settlement, and CUSTOMER provides reasonable assistance in the defense of the same.
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PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT. All royalties for any patent, invention, article, name, symbol, logo or arrangement that may be furnished by TELERGY and used or embraced in TELERGY Facilities shall be paid solely by TELERGY. TELERGY shall protect and save harmless NIAGARA against any and all claims, demands, proceedings, judgments, orders and costs, including legal fees and disbursements, on account of any such royalty or fee and shall pay all judgments against NIAGARA resulting therefrom before they become enforceable liens against NIAGARA property. Should any suits for infringement of patents, copyrights or trademarks be brought against NIAGARA, TELERGY shall give a bond in amount and with sureties satisfactory to NIAGARA to indemnify NIAGARA against any judgments, costs, and attorneys' fees and disbursements. Should any injunction be threatened or issued, TELERGY shall promptly secure dissolution thereof by giving bond or otherwise or, a NIAGARA's option, shall promptly cease use of the article, arrangement, invention, name or logo that is subject to such dispute.
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PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT. (a) DISTRIBUTOR agrees not to sell any products which infringe any valid patent, copyright and trademark held by MONARCH, but it shall be the responsibility of MONARCH to advise DISTRIBUTOR as to which of said products infringe MONARCH patents, copyright and trademarks. (b) MONARCH represents that the use or sale of Products sold to DISTRIBUTOR under this Agreement will not infringe any valid patents, copyrights or trademarks not licensed to or controlled by MONARCH. In the event that any suit alleging patent, copyright and/or trademark infringement is brought against DISTRIBUTOR, MONARCH will promptly defend such suit at MONARCH'S expense and will hold DISTRIBUTOR harmless from damages, attorney fees and court costs in connection with such suit; provided DISTRIBUTOR promptly notifies MONARCH of any such suit and renders reasonable assistance to MONARCH when requested by MONARCH, at MONARCH'S expense, in connection with the defense of any such suit, and provided further that MONARCH has sole control of any such suits and any settlement negotiations. MONARCH will also extend this indemnification to DISTRIBUTOR'S customers of such Products provided such customer agrees to the terms of this indemnification.
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PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT. NO PARTNERSHIP OR AGENCY Nothing in this Agreement shall be deemed to create or constitute a partnership, joint venture, franchise, agency, or contract of employment between MS and CUSTOMER.
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PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT. The contractor guarantees goods sold to WHCO were manufactured or produced in accordance with applicable federal labor laws and the sale or use of the articles described herein will not infringe any patent, copyright or trademark. The contractor covenants that it will be its own expense defend every suit which shall be brought against WHCO (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent, copyright or trademark by reason of the sale or use of such articles, and agrees that it will pay all costs, damages and profits recoverable in any such suit.
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PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT. 10.1. Subject to Section 11, Limitation of Liability, in the event of any proceeding (suit, claim, or action) against Customer arising from allegations that the licensed Software or its Documentation or part thereof, furnished by PPM under this Agreement (hereinafter “Product”) infringes a U.S. patent, copyright, or trademark of any third party, PPM will, if such infringement does not result solely from modifications, enhancements, or additions to the Product made by Customer, or any person or entity, acting under the direction or control of the Customer or Customer’s use of any Product in combination with other products not furnished by PPM, and provided Customer promptly notifies PPM in writing of said proceedings, defend Customer’s right or interest in the Product, and said infringement claim at PPM’s expense and PPM shall pay any judgment or settlement against the Customer resulting from said proceeding. PPM shall make such defense by counsel of its own choosing and Customer shall reasonably cooperate with said counsel. PPM shall have sole control of said defense and settlement of any such claim. 10.2. In the event any such infringement is found by a court of competent jurisdiction to be caused by modifications, enhancements or additions to the Product made by the Customer or any person or entity, acting under the direction or control of the Customer or Customer’s use of the Product in combination with other products not furnished by PPM, Customer agrees to reimburse PPM any reasonable defense expenses inclusive of reasonable attorney’s fees which may have been expended by PPM in defense of said claim, as well as to pay any judgment rendered against PPM as a result of said proceedings. 10.3. In the event any Product furnished hereunder is, in PPM’s opinion, likely to become the subject of a claim of infringement, or does become the subject of a claim of infringement, of any duly issued U.S. patent, copyright or trademark of a third party, PPM at its option and expense may, either (1) procure for Customer the right to continue using the Product, (2) modify the Product to make it non-infringing but functionally the same, (3) replace the Product with a non-infringing equivalent, or (4) terminate the Agreement and accepting the return of the infringing item(s), providing Customer with a refund of the license fees paid for the infringing item prorated on a five (5) year, straight-line depreciation basis beginning from the initial date of delivery. 10.4. THE...
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PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT. 12.1 If LICENSEE learns of the possible infringement by a third party of any Licensed Patents, Licensed Copyrights, or Licensed Trademarks, LICENSEE will inform THE REGENTS in writing within thirty (30) days and provide all known evidence of the infringement. LICENSEE will not contact such third party concerning the infringement without prior written approval of THE REGENTS. The Parties will use their best efforts to terminate such infringement without litigation. 12.2 LICENSEE may request in writing that THE REGENTS take legal action against an infringer of any Licensed Patents, Licensed Copyrights, or Licensed Trademarks, which request must include reasonable evidence of the infringement and of potential damages to LICENSEE. Within one hundred (100) days after the date of receipt by THE REGENTS of LICENSEE'S request, if the infringement continues, THE REGENTS will notify LICENSEE in writing that THE REGENTS will either:
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Related to PATENT, COPYRIGHT AND TRADEMARK INFRINGEMENT

  • Copyrights, Patents and Trademarks (i) Borrower hereby represents and warrants that, as of the date of this Agreement, Borrower does not have any maskworks, computer software, or other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office and, upon Lender’s request therefor, promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application. (iii) Borrower will: (x) protect, defend and maintain the validity and enforceability of Borrower’s copyrights, patents, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consent.

  • Copyright/Trademark/Patent Consultant understands and agrees that all matters produced under this Agreement shall become the property of District and cannot be used without District's express written permission. District shall have all right, title and interest in said matters, including the right to secure and maintain the copyright, trademark and/or patent of said matter in the name of the District. Consultant consents to use of Consultant's name in conjunction with the sale, use, performance and distribution of the matters, for any purpose and in any medium.

  • Trademarks, Patents and Copyrights (a) Section 4.14(a) of the Company Disclosure Letter sets forth a complete and accurate list of all copyright registrations, trademark registrations, and patents, and applications for registration of any of the foregoing, that are owned by the Company or its subsidiaries. The Company and its subsidiaries own or have the right to use in the manner currently used by the Company and its subsidiaries all patents, trademarks, trade names, copyrights, Internet domain names, service marks, trade secrets and other intellectual property rights (the “Intellectual Property Rights”) used in connection with the business of the Company and its subsidiaries as currently conducted (the “Company Intellectual Property Rights”), except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has received, since January 1, 2011, any written charge, complaint, claim, demand or notice challenging the validity of any of the Company Intellectual Property Rights, except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) To the Company’s knowledge, the conduct of the business of the Company and its subsidiaries does not infringe upon, misappropriate or otherwise violate any Intellectual Property Rights of any other person, except for any such infringement, misappropriation or other violation that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has received, since January 1, 2011, any written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or other violation that has not been settled or otherwise fully resolved, except for any such infringement, misappropriation or other violation that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s knowledge, no other person has infringed, misappropriated or otherwise violated any Company Intellectual Property Rights since January 1, 2011, except for any such infringement, misappropriation or other violation as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

  • Patent/Copyright Materials/Proprietary Infringement Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in paragraph 18 below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, attorney’s fees, costs and expenses.

  • Patents, Trademarks, Copyrights and Licenses All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

  • Copyright Infringement Contractor shall also indemnify, defend and hold harmless all Indemnitees from all suits or claims for infringement of the patent rights, copyright, trade secret, trade name, trademark, service xxxx, or any other proprietary right of any person or persons in consequence of the use by the City, or any of its boards, commissions, officers, or employees of articles, work or deliverables supplied in the performance of Services. Infringement of patent rights, copyrights, or other proprietary rights in the performance of this Agreement, if not the basis for indemnification under the law, shall nevertheless be considered a material breach of contract.

  • Trademarks, Patents Each of the Borrower and the Subsidiaries possesses or has the right to use all of the patents, trademarks, trade names, service marks and copyrights, and applications therefor, and all technology, know-how, processes, methods and designs used in or necessary for the conduct of its business, without known conflict with the rights of others.

  • Other Patents and Copyrights 15 5.7 Remedies ................................................... 16

  • Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.

  • Patent and Copyright Rights I agree to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement until the expiration of the last such intellectual property right to expire in any country of the world. If the Company is unable because of my mental or physical incapacity or unavailability or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent or copyright registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any and all claims, of any nature whatsoever, which I now or hereafter have for infringement of any and all proprietary rights assigned to the Company.

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