Common use of Patent/Copyright Infringement Indemnification Clause in Contracts

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. (a) To the extent permitted by law, the Contractor must indemnify and hold Xxxxx XXXX Xxxxxxx County 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 Xxxxxxx County 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 Xxxxxxx County's 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 Xxxxxxx County's 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 Xxxxxxx County with appropriate credits to Xxxxx XXXX Xxxxxxx County against the Contractor's charges and reimburse Xxxxx XXXX Xxxxxxx County for any losses or costs incurred as a consequence of Xxxxx XXXX Xxxxxxx County ceasing its use and returning it. (c) Notwithstanding the foregoing, the Contractor has no obligation to indemnify or defend Xxxxx XXXX Xxxxxxx County 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 XXXXXxxxxxx County; (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 XXXXXxxxxxx County; 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. (a) To the extent permitted by law, the Contractor must indemnify and hold Xxxxx XXXX the State 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 the State 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 the State's 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 the State's 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 the State with appropriate credits to Xxxxx XXXX the State against the Contractor's charges and reimburse Xxxxx XXXX the State for any losses or costs incurred as a consequence of Xxxxx XXXX the State ceasing its use and returning it. (c) Notwithstanding the foregoing, the Contractor has no obligation to indemnify or defend Xxxxx XXXX the State 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 XXXXthe State; (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 XXXXthe State; 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. (a) To the extent permitted by law, the Contractor must indemnify and hold Xxxxx XXXX the State 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 the State 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 the State's 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 the State's 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 the State with appropriate credits to Xxxxx XXXX the State against the Contractor's charges and reimburse Xxxxx XXXX the State for any losses or costs incurred as a consequence of Xxxxx XXXX the State ceasing its use and returning it. (c) Notwithstanding the foregoing, the Contractor has no obligation to indemnify or defend Xxxxx XXXX the State 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 XXXXthe State; (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 XXXXthe State; 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. (a) To the extent permitted by law, the The Contractor must indemnify and hold Xxxxx XXXX the State 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 the State 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 the State's 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 the State's 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 the State with appropriate credits to Xxxxx XXXX the State against the Contractor's charges and reimburse Xxxxx XXXX the State for any losses or costs incurred as a consequence of Xxxxx XXXX the State ceasing its use and returning it. (c) Notwithstanding the foregoing, the Contractor has no obligation to indemnify or defend Xxxxx XXXX the State 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 XXXXthe State; (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 XXXXthe State; 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. (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 DocuSign Envelope ID: FEA8B815-462E-4754-80C1-C99A6B04C0F3 commodity with equipment, software, or commodities not supplied by the Contractor under this Contract.

Patent/Copyright Infringement Indemnification. (a) To the extent permitted by law, the Contractor must indemnify and hold Xxxxx XXXX Westwood 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 Westwood 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 Westwood's 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 Westwood's 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 Xxxxxxxx with appropriate credits to Xxxxx XXXX Westwood against the Contractor's charges and reimburse Xxxxx XXXX Westwood for any losses or costs incurred as a consequence of Xxxxx XXXX Westwood ceasing its use and returning it. (c) Notwithstanding the foregoing, the Contractor has no obligation to indemnify or defend Xxxxx XXXX Westwood 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 XXXXWestwood; (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 XXXXWestwood; 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.