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 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. 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 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 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. a. . In case any of the services 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 servicesServices; 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. iv. Compliance with designs, plans or specifications furnished by or on behalf of the SCSC State Entity as to the servicesServices; ii. v. Use of the services Services in combination with apparatus or devices not supplied by Contractor; iiivi. Use of the services Services in a manner for which the same was neither designed nor contemplated; or ivvii. The claimed infringement of any patent or copyright in which the SCSC State Entity or any affiliate or subsidiary of the SCSC State Entity 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 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. 1. Procure for the State the right to continue using the services; ii2. Replace or modify the same so that it becomes non-infringing; or iii3. 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. 1. Compliance with designs, plans or specifications furnished by or on behalf of the SCSC as to the services; ii2. Use of the services in combination with apparatus or devices not supplied by Contractor; iii3. Use of the services in a manner for which the same was neither designed nor contemplated; or iv4. 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. Contractor Supplier 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 goods constitutes an infringement of any United States Letters Patent or copyright, provided the State gives the Contractor Supplier immediate notice in writing of the institution of such suit, permits Contractor Supplier to fully participate in the defense of the same, and gives Contractor Supplier all available information, assistance and authority to enable Contractor Supplier to do so. Subject to approval of the Attorney General of the State of Georgia, the SCSC State Entity shall tender defense of any such action to Contractor Supplier upon request by ContractorSupplier. Contractor Supplier shall not be liable for any award of judgment against the State reached by compromise or settlement unless Contractor Supplier accepts the compromise or settlement. Contractor Supplier 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. (i) Procure for the State Entity the right to continue using the servicesgoods; (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. (iv) Compliance with designs, plans or specifications furnished by or on behalf of the SCSC State Entity as to the servicesgoods; ii. (v) Use of the services goods in combination with apparatus or devices not supplied by ContractorSupplier; iii. (vi) Use of the services goods in a manner for which the same was neither designed nor contemplated; or iv. (vii) The claimed infringement of any patent or copyright in which the SCSC State Entity or any affiliate or subsidiary of the SCSC State Entity has any direct interest by license or otherwise.