Patent/Copyright Infringement Indemnification. (a) To the extent permitted by law, the Contractor must indemnify and hold Xxxxx XXXX harmless from liability, including all claims and losses, and all related costs and expenses (including reasonable attorneys' fees and costs of investigation, litigation, settlement, judgments, interest, and penalties) resulting from any action threatened or brought against Xxxxx XXXX to the extent that the action is based on a claim that any piece of equipment, software, commodity, or service supplied by the Contractor or its subcontractors, or its operation, use, or reproduction, infringes any United States patent, copyright, trademark or trade secret of any person or entity.
(b) If, in Xxxxx XXXX'x or the Contractor's opinion, any piece of equipment, software, commodity or service supplied by the Contractor or its subcontractors, or its operation, use, or reproduction, is likely to become the subject of an infringement claim, the Contractor must, at its expense: (i) procure for the State the right to continue using the equipment, software, commodity or service or, if this option is not reasonably available to the Contractor; (ii) replace or modify to Xxxxx XXXX'x satisfaction the same with equipment, software, commodity or service of equivalent function and performance so that it becomes non-infringing, or, if this option is not reasonably available to Contractor; (iii) accept its return by Xxxxx XXXX with appropriate credits to Xxxxx XXXX against the Contractor's charges and reimburse Xxxxx XXXX for any losses or costs incurred as a consequence of Xxxxx XXXX ceasing its use and returning it.
(c) Notwithstanding the foregoing, the Contractor has no obligation to indemnify or defend Xxxxx XXXX for, or to pay any costs, damages or attorneys' fees related to, any infringement claim based upon: (i) equipment, software, commodity or service developed based on written specifications of Xxxxx XXXX; (ii) use of the equipment, software, or commodity in a configuration other than implemented or approved by the Contractor, including any modification of the same by Xxxxx XXXX; or (iii) the combination, operation, or use of the equipment, software, or commodity with equipment, software, or commodities not supplied by the Contractor under this Contract.
Patent/Copyright Infringement Indemnification. Contractor shall, at its own expense, be entitled to and shall have the duty to participate in the defense of any suit instituted against the State and indemnify the State against any award of damages and costs made against the State by a final judgment of a court of last resort in such suit insofar as the same is based on any claim that any of the goods constitutes an infringement of any United States Letters Patent or copyright, provided the State gives the Contractor immediate notice in writing of the institution of such suit, permits Contractor to fully participate in the defense of the same, and gives Contractor all available information, assistance and authority to enable Contractor to do so. Subject to approval of the Attorney General of the State of Georgia, the State Entity shall tender defense of any such action to Contractor upon request by Contractor. Contractor shall not be liable for any award of judgment against the State reached by compromise or settlement unless Contractor accepts the compromise or settlement. Contractor shall have the right to enter into negotiations for and the right to effect settlement or compromise of any such action, but no such settlement shall be binding upon the State unless approved by the State. In case any of the goods is in any suit held to constitute infringement and its use is enjoined, Contractor shall, at its option and expense: Procure for the State Entity the right to continue using the goods;
Patent/Copyright Infringement Indemnification. (a) To the extent permitted by law, the Contractor must indemnify and hold Xxxxx X.X.
Patent/Copyright Infringement Indemnification. Contractor shall, at its own expense, be entitled to and shall have the duty to participate in the defense of any suit instituted against the State and indemnify the State against any award of damages and costs made against the State by a final judgment of a court of last resort in such suit insofar as the same is based on any claim that any of the services constitutes an infringement of any United States Letters Patent or copyright, provided the State gives the Contractor immediate notice in writing of the institution of such suit, permits Contractor to fully participate in the defense of the same, and gives Contractor all available information, assistance and authority to enable Contractor to do so. Subject to approval of the Attorney General of the State of Georgia, the SCSC shall tender defense of any such action to Contractor upon request by Contractor. Contractor shall not be liable for any award of judgment against the State reached by compromise or settlement unless Contractor accepts the compromise or settlement. Contractor shall have the right to enter into negotiations for and the right to effect settlement or compromise of any such action, but no such settlement shall be binding upon the State unless approved by the State.
a. In case any of the services is in any suit held to constitute infringement and its use is enjoined, Contractor shall, at its option and expense:
i. Procure for the State the right to continue using the services;
ii. Replace or modify the same so that it becomes non-infringing; or
iii. Remove the same and cancel any future charges pertaining thereto.
b. Contractor, however, shall have no liability to the State if any such patent, or copyright infringement or claim thereof is based upon or arises out of:
i. Compliance with designs, plans or specifications furnished by or on behalf of the SCSC as to the services;
ii. Use of the services in combination with apparatus or devices not supplied by Contractor;
iii. Use of the services in a manner for which the same was neither designed nor contemplated; or
iv. The claimed infringement of any patent or copyright in which the SCSC or any affiliate or subsidiary of the SCSC has any direct interest by license or otherwise.
Patent/Copyright Infringement Indemnification. Seller is unaware of any claim, either threatened or impending, that the Products infringe any patent, trademark or copyright. Seller agrees to indemnify and hold harmless Buyer from and against all damages, liability and cost suffered or incurred as a result of any claim that any Products furnished pursuant to this Agreement constitutes an infringement of any patent, trademark or copyright provided that Buyer gives Seller reasonable notice of any such claims. Said indemnification shall extend only to damages assessed against or costs incurred by Buyer as the result of a judgment rendered by a court of last resort or a court of lower jurisdiction from which no appeal has been taken holding that any Product, spare parts and documentation furnished pursuant to this Agreement constitutes an infringement of any patent, trademark or copyright, or to any settlement of such claim consented to in writing by Seller. Buyer shall not be entitled to recover from Seller any loss of profits suffered by Buyer as a result of such infringement or alleged infringement.
Patent/Copyright Infringement Indemnification. The Contractor shall defend, indemnify and hold harmless the State of Iowa, the Department, its employees and agents from any and all liabilities, damages, settlements, penalties, judgments, fines and claims, and all related costs and expenses, including reasonable attorney’s fees of the Attorney General’s office, and the reasonable attorney’s fees of other counsel required to defend the Department, incurred in connection with any action or proceeding based on a claim that any piece of equipment, software, commodity, or service infringes any United States or foreign patent, copyright, trademark, trade secret supplied or used by the Contractor or any subcontractor to perform this Contract, or the operation of such equipment, software, commodity or service, or the use or reproduction of any documentation provided with such equipment, software, commodity or service, or other proprietary right of any person or entity, which right is enforceable under the laws of the United States. In addition, should the equipment, software, commodity, or service, or operation thereof, become the subject of a claim of infringement, the Contractor shall at the Contractor’s sole expense: Procure for the Department the right to continue using the equipment, software, commodity, or service, or, if such option is not reasonably available to the Contractor, Replace or modify the same with equipment, software, commodity, or service of equivalent function and performance so that it no longer infringes, or, if such option is not reasonably available to the Contractor, Accept its return by the Department with appropriate credits to the Department against the Contractor’s charges and reimburse the Department for any losses or costs incurred as a consequence of the Department ceasing its use and returning it. The above remedies shall be in addition to and not exclusive of other remedies provided by this agreement or by law. The provisions of this Subsection shall survive the termination or expiration of the Contract.
Patent/Copyright Infringement Indemnification. The Contractor shall defend, indemnify and hold harmless the State of Iowa, the Department, its employees and agents from any and all liabilities, damages, settlements, penalties, judgments, fines and claims, and all related costs and expenses, including reasonable attorney’s fees of the Attorney General’s office, and the reasonable attorney’s fees of other counsel required to defend the Department, incurred in connection with any action or proceeding based on a claim that any piece of equipment, software, commodity, or service infringes any United States or foreign patent, copyright, trademark, trade secret supplied or used by the Contractor or any subcontractor to perform this Contract, or the operation of such equipment, software, commodity or service, or the use or reproduction of any documentation provided with such equipment, software, commodity or service, or other proprietary right of any person or entity, which right is enforceable under the laws of the United States. In addition, should the equipment, software, commodity, or service, or operation thereof, become the subject of a claim of infringement, the Contractor shall at the Contractor’s sole expense and at the Department’s sole discretion.
a. Procure for the Department the right to continue using the equipment, software, commodity, or service, or, if such option is not reasonably available to the Contractor,
b. Replace or modify the same with equipment, software, commodity, or service of equivalent function and performance so that it no longer infringes, or, if such option is not reasonably available to the Contractor,
c. Accept its return by the Department with appropriate credits to the Department against the Contractor’s charges and reimburse the Department for any losses or costs incurred as a consequence of the Department ceasing its use and returning it. The above remedies shall be in addition to and not exclusive of other remedies provided by this agreement or by law. The indemnification obligations contained in Section 14 shall survive the termination of this Contract.
Patent/Copyright Infringement Indemnification. Contractor shall, at its own expense, be entitled to and shall have the duty to participate in the defense of any suit instituted against UGA and/or the State and indemnify UGA and the State against any award of damages and costs made against UGA or the State by a final judgment of a court of last resort in such suit insofar as the same is based on any claim that any of the Services constitutes an infringement of any United States Letters Patent or copyright, provided UGA and/or the State gives Contractor prompt notice in writing of the institution of such suit, permits Contractor to fully participate in the defense of the same, and gives Contractor all available information, assistance and authority to enable Contractor to do so. Subject to approval
(i) Procure for the State the right to continue using the Services;
(ii) Replace or modify the same so that it becomes non-infringing; or
(iii) Remove the same and cancel any future charges pertaining thereto. Contractor, however, shall have no liability to UGA or the State if any such patent or copyright infringement or claim thereof is based upon or arises out of:
(i) Compliance with designs, plans or specifications furnished by or on behalf of UGA as to the Services;
(ii) Use of the Services in combination with apparatus or devices not supplied by Contractor;
(iii) Use of the Services in a manner for which the same was neither designed nor contemplated; or
(iv) The claimed infringement of any patent or copyright in which UGA or any affiliate or subsidiary of UGA has any direct interest by license or otherwise.
Patent/Copyright Infringement Indemnification. Contractor shall, at its own expense, be entitled to and shall have the duty to participate in the defense of any suit instituted against the State and indemnify the State against any award of damages and costs made against the State by a final judgment of a court of last resort in such suit insofar as the same is based on any claim that any of the Services constitutes an infringement of any United States Letters Patent or copyright, provided the State gives the Contractor immediate notice in writing of the institution of such suit, permits Contractor to fully participate in the defense of the same, and gives Contractor all available information, assistance and authority to enable Contractor to do so. Subject to approval of the Attorney General of the State of Georgia, the State Entity shall
(i) Procure for the State the right to continue using the Services;
(ii) Replace or modify the same so that it becomes non-infringing; or
(iii) Remove the same and cancel any future charges pertaining thereto.
(i) Compliance with designs, plans or specifications furnished by or on behalf of the State Entity as to the Services;
(ii) Use of the Services in combination with apparatus or devices not supplied by Contractor;
(iii) Use of the Services in a manner for which the same was neither designed nor contemplated; or
(iv) The claimed infringement of any patent or copyright in which the State Entity or any affiliate or subsidiary of the State Entity has any direct interest by license or otherwise.
Patent/Copyright Infringement Indemnification. The Contractor shall indemnify, defend and hold harmless the Authority, its employees and agents from and against all losses, liabilities, damages (including taxes), and all related costs and expenses (including reasonable attorneys' fees and disbursements and costs of investigation, litigation, settlement, judgments, interest and penalties) incurred in connection with any action or proceeding threatened or brought against the Authority to the extent that such action or proceeding is based on a claim that any piece of equipment, software, commodity or service supplied by the Contractor or its subcontractors, or the operation of such equipment, software, commodity or service, or the use or reproduction of any documentation provided with such equipment, software, commodity or service infringes any United States or foreign patent, copyright, trade secret or other proprietary right of any person or entity, which right is enforceable under the laws of the United States.
