Common use of Patent/Copyright Infringement Indemnification Clause in Contracts

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. 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 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 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 Services 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 goodsServices;

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 Software, Licenses and/or 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 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 Software, Licenses and/or Services 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 goodsSoftware, Licenses and Services;

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 BOR and/or the State and indemnify the BOR and the State against any award of damages and costs made against the BOR 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 goods Services constitutes an infringement of any United States Letters Patent or copyright, provided the BOR and/or the State gives the Contractor immediate 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 of the Attorney General of the State of Georgia, the State Entity BOR 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 BOR or 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 BOR or the State unless approved by the BOR and the State. In case any of the goods Services 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 BOR the right to continue using the goodsServices;

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 Institution and/or the State and indemnify the Institution and the State against any award of damages and costs made against the Institution 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 goods Services constitutes an infringement of any United States Letters Patent or copyright, provided the Institution and/or the State gives the Contractor immediate 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 of the Attorney General of the State of Georgia, the State Entity Institution 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 Institution or 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 Institution or the State unless approved by the Institution and the State. In case any of the goods Services 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 Institution the right to continue using the goodsServices;

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 BOR and/or the State and indemnify BOR and the State against any award of damages and costs made against BOR 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 goods Services constitutes an infringement of any United States Letters Patent or copyright, provided BOR and/or the State gives the Contractor immediate 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 of the Attorney General of the State of Georgia, the State Entity BOR shall tender defense of any such action to Contractor upon request by Contractor. Contractor shall not be liable for any award of judgment against BOR or 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 BOR or the State unless approved by BOR and the State. In case any of the goods Services 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 goodsServices;

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 University and indemnify the State University against any award of damages and costs made against the State University 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 Services constitutes an infringement of any United States Letters Patent or copyright, provided the State University 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 Kennesaw State Entity University 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 University 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 University unless approved by the StateUniversity. In case any of the goods Services 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 University the right to continue using the goodsServices;

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 Agency 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 Agency the right to continue using the goods;