PATENT INDEMNIFICATION. The Contractor agrees to assume the defense of and shall indemnify and save harmless the Owner and all persons acting for or on behalf of it from all suits and claims against them, or any of them, arising from or occasioned by the use of any material, Equipment or apparatus, or any part thereof which infringes or is alleged to infringe on any patent rights. In case such material, equipment or apparatus, or any part thereof, in any such suit is held to constitute infringement, the Contractor, within a reasonable time, shall at its own expense, and as the Owner may elect, replace such material, Equipment or apparatus with non-infringing material, Equipment or apparatus, or remove the material, equipment, or apparatus and refund the sums paid therefor.
PATENT INDEMNIFICATION. The Contractor agrees to assume the defense of and shall indemnify and save harmless the City and all persons acting for or on behalf of it from all suits and claims against them, or any of them, arising from or occasioned by the use of any material, equipment or apparatus, or any part thereof which infringes or is alleged to infringe on any patent rights. In case such material, equipment or apparatus, or any part thereof, in any such suit is held to constitute infringement, the Contractor, within a reasonable time, shall at its own expense, and as the City may elect, replace such material, equipment or apparatus with non-infringing material, equipment or apparatus, or remove the material, equipment, or apparatus and refund the sums paid therefor.
PATENT INDEMNIFICATION. 11.1. Seller shall defend at Seller’s expense any law suit based on a claim for infringement of a valid United States patent by Seller’s Product brought by a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller.
PATENT INDEMNIFICATION. (a) The Seller warrants that it has full clear and unencumbered title to any goods purchased by the Buyer under this Contract and that at the date of delivery of such items to the Buyer; it will have full and unrestricted rights to sell and transfer all such items to the Buyer.
PATENT INDEMNIFICATION. In the event a claim is brought by a third party alleging the infringement of its United States patent by the VLI PROCESS, VLI will defend Licensee against any and all claims, suits, or proceedings alleging such infringement and will hold harmless and indemnify Licensee against any costs incurred and any sums paid or awarded with respect thereto as royalties, penalties or otherwise fixed by settlement or set by final and non-appealable court judgment or order. Licensee shall, at its own cost and expense, have the right to participate in any proceedings or negotiations; provided, however, that in such event VLI shall have sole control of the defense of any such action in all negotiations for its settlement or compromise. If VLI, at any time, fails to fulfill its defense and indemnity obligations described above, then upon written notice to VLI from Licensee, Licensee may, at its option, defend such claims, suits or proceedings, including taking control thereof, and VLI promptly shall reimburse Licensee for all reasonable expenditures and costs incurred by Licensee in connection with such defense, no less often than monthly, as such expenditures and costs are incurred. Licensee shall reimburse VLI in the amount of all costs and expenses recovered in such claims, suits or proceedings. *** Confidential material has been redacted and separately filed with the Commission. The foregoing indemnity obligation excludes claims for infringement that relate to or arise from: (i) processes and equipment not included within the definition of, or not falling within the scope of, the VLI PROCESS that is employed by Licensee in its use of the MACHINE, and (ii) the goods or products made or processed by Licensee. In the event a final injunction is obtained against the use of the infringing VLI PROCESS, VLI will, at its option and expense: (i) secure for Licensee the right to continue to use the VLI PROCESS, or (ii) replace or modify the same so it meets the agreed technical specifications but becomes non-infringing, or (iii) refund to Licensee all sums paid by Licensee for the License Fee, as well as the net book value of MACHINE, as reflected on the books and records of Licensee on the date of the entry of such injunction; and VLI will reimburse Licensee for all costs and expenses of replacement or modification of the VLI PROCESS. If VLI elects to refund to Licensee all sums paid for the License Fee (if any) and for then-depreciated book value of MACHINE, the Licensee shall...
PATENT INDEMNIFICATION. Seller shall indemnify and hold harmless Buyer against all claims or actions that are instituted against Buyer alleging that Buyer has infringed on the patent rights of others by using, reselling, or promoting the sale or resale of Seller’s Goods. Notwithstanding the foregoing, Seller shall not be obligated hereunder if: (a) Buyer fails to give Seller prompt notice of any such claims or actions, or (b) Such claims or actions are based wholly or in part on the existence or operation of any complete installation or apparatus incorporating Seller’s products as components and which is designed or manufactured by Buyer or a party other than Seller.
PATENT INDEMNIFICATION. Seller shall, at its own expense, defend any suit instituted against Buyer, based on any claim that equipment furnished hereunder infringes any Letters Patent of the United States, and Seller shall pay any damages assessed against Buyer in any such suit, provided that Buyer, upon service of process upon Buyer, gives to Seller notice in writing of the institution of such suit, and permits Seller, through counsel chosen by Seller, to defend the same, and gives Seller all information in Buyer's possession and reasonable assistance and authority to enable Seller so to do. Seller shall have no liability or obligation to Buyer for patent infringement resulting from compliance by Seller with written instructions or specifications of Buyer concerning the structure, operation, material, or method of making equipment furnished hereunder. SIGNATURES Agreed to this day of , Agreed to this day of , At Lenexa, KS. XXXXX & XXXXXXXX®, INC. Buyer Seller By (Print Name) By (Authorized Signature) By (Authorized Signature) Prepared by (Sales Representative) Address Is this purchase tax exempt? YES NO If YES, attach Sales Tax Exemption Certificate. Failure to provide tax exempt certificate prior to shipment will result in Buyer being responsible for all applicable taxes.
PATENT INDEMNIFICATION. Contractor shall indemnify, defend and hold City harmless from any and all claims, demands, and causes of action (including reasonable attorneys’ fees and costs of suit) for actual or asserted infringement or actual or asserted appropriation or use by City of trade secrets, proprietary information, know-how, copyright rights, or patented inventions included in any design or specification furnished by Contractor or arising from the use or sale of materials, equipment, methods, processes, designs and information, furnished by Contractor in connection with the Services. Contractor shall include the foregoing indemnification provision as a term of each agreement utilized by it in the performance of its work which shall extend expressly from the vendor or subcontractor to City.
PATENT INDEMNIFICATION. (a) In the event of a breach of the representation and warranty set forth in Section 9.1(c), Orbital agrees to indemnify and hold harmless ORBCOMM Global and its permitted successors and assigns of its products from and against all
PATENT INDEMNIFICATION. Except as provided in the paragraph below, and subject to the limitation set forth below, National will defend any suit or proceeding brought against the Buyer if it is based on a claim that any product, or any part hereof, made to National's design by or for National and furnished hereunder constitutes an infringement of any United States patents, in notified promptly in writing and given full and complete authority, information and assistance (at National's expense) for the defense of same. National will pay damages and costs therein awarded against the Buyer, but shall not be responsible for any compromise made without its written consent. In providing such defense, or in the event that such product, or part thereof, is held to constitute infringement and the use of such product, or part thereof is enjoined, National shall retain the right at its sole discretion to either procure for the Buyer the right to continue using such product or part thereof, or modify it so that it becomes noninfringing, or remove it, or part thereof, and grant the Buyer a credit for the depreciated value thereof, national's indemnity is expressly limited to United States patents only. In no event shall National's total liability to Buyer under the foregoing indemnity exceed the purchase price of the alleged infringing product. National makes no expressed or implied warranty that the products sold hereunder will not infringe any United States or foreign patents, trademarks, or copyrights. [illegible] infringement or contributory infringement of any patents, trademarks or copyrights related to products sold hereunder arising from (i) National's compliance with Buyer's designs, specifications, or instructions, (ii) use of any product in combination with products not supplied by National, or (iii) use of any product in connection with a manufacturing or other process.
