PATENTS AND COPYRIGHT INDEMNITY Sample Clauses

PATENTS AND COPYRIGHT INDEMNITY. A. Contractor shall indemnify and hold the State harmless and shall defend at its own expense any action brought against the State based upon a claim of infringement of a United States’ patent, copyright, trade secret, or trademark for Property purchased under this Agreement. Contractor will pay all damages and costs finally awarded and attributable to such claim, but such defense and payments are conditioned on the following: (i) that Contractor shall be notified promptly in writing by the State of any notice of such claim; (ii) that Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and State may select at its own expense advisory counsel; and (iii) that the State shall cooperate with Contractor in a reasonable way to facilitate settlement or defense of any claim or suit. B. Contractor shall have no liability to the State under any provision of this clause with respect to any claim of infringement that is based upon: (i) the combination or utilization of the Property with machines or devices not provided by the Contractor other than in accordance with Contractor's previously established specifications unless such combination or utilization was disclosed in the specifications; (ii) the modification of the Property unless such modification was disclosed in the specifications; or (iii) the use of the Property not in accordance with Contractor's previously established specifications unless such use was disclosed in the specifications. C. Should the Property become, or in Contractor's opinion be likely to become, the subject of a claim of infringement of a United States’ patent, the Contractor shall, at its option and expense, either procure for the State the right to continue using the Property, to replace or modify the Property so that it becomes non-infringing, or to grant the State a full refund for the purchase price of the Property and accept its return.
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PATENTS AND COPYRIGHT INDEMNITY. A. Contractor shall indemnify, defend, and hold harmless ISC, its officials, officers, employees and agents, against any and all actions, claims, suits, proceedings, losses, liability, damages, costs, and expenses (including reasonable attorney’s fees and costs), arising out of arising out of, relating to, or alleging infringement or misappropriation of a third party’s patent, copyright, trade secret, trademark, or other intellectual property right as a result of ISC’s access to or use of property, equipment, or Internet Services provided under the Contract. B. Contractor shall have no liability to ISC, its officials, officers, employees and agents under any provision of this clause with respect to any claim of infringement that is based upon: (i) the combination or utilization of the property, equipment, or Internet Services provided by Contractor with machines or devices not provided by the Contractor other than in accordance with Contractor's previously established specifications unless such combination or utilization was disclosed in the specifications; (ii) the modification of the property, equipment, or Internet Services unless such modification was disclosed in the specifications; or (iii) the use of the property, equipment, or Internet Services not in accordance with Contractor's previously established specifications unless such use was disclosed in the specifications. C. Should the property, equipment, or Internet Services become, or in Contractor's opinion be likely to become, the subject of a claim of infringement of a United States’ patent, the Contractor shall, at its option and expense, either: (i) procure for ISC the right to continue using the property, equipment, or Internet Services; (ii) replace or modify the property, equipment, or Internet Services so that it becomes non-infringing, provided such replacement or modification is functionally equivalent. In lieu of Subsections 32(C)(i)–(ii), ISC may, in its sole discretion, terminate this Contract without penalty, in which case the Contractor shall grant ISC a full refund for the purchase price (if any) of the property, equipment, or Internet Services and accept its return. D. ISC has no obligations to indemnify, defend, or hold harmless Contractor against any claim, suit, or proceeding which arises out of compliance with specifications furnished by ISC.
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PATENTS AND COPYRIGHT INDEMNITY. A. Contractor shall indemnify and hold the District harmless and shall defend at its own expense any action brought against the District based upon a claim of infringement of a United States’ patent, copyright, trade secret, or trademark for Property purchased under the Contract. Contractor will pay all damages and costs finally awarded and attributable to such claim, but such defense and payments are conditioned on the following: (i) that Contractor shall be notified promptly in writing by the District of any notice of such claim; (ii) that Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise and District may select at its own expense advisory counsel; and (iii) that the District shall cooperate with Contractor in a reasonable way to facilitate settlement or defense of any claim or suit. B. Should the Property become, or in Contractor's opinion be likely to become, the subject of a claim of infringement of a United States’ patent, the Contractor shall, at its option and expense, either procure for the District the right to continue using the Property, to replace or modify the Property so that it becomes non-infringing, or to grant the District a full refund for the purchase price of the Property and accepts its return.
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PATENTS AND COPYRIGHT INDEMNITY. A. Contractor shall indemnify and hold the District harmless and shall defend at its own expense any action brought against the District based upon a claim of infringement of a United States’ patent, copyright, trade secret, or trademark for Property purchased under the Contract. Contractor will pay all damages and costs finally awarded and attributable to such claim, but such defense and payments are conditioned on the following: (i) that Contractor shall be notified promptly in writing by the District of any notice of such claim;
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PATENTS AND COPYRIGHT INDEMNITY. X. Xxxxxx agrees to defend or settle, at its sole expense, any suits brought against Outokumpu, HTX Tech JV, HTX Tech JV and/or Heat-Transfer-JV based upon a claim that Intellectual Property owned by Lennox included in the Joint Product developed, produced, and sold hereunder infringes a U.S. or foreign patent or copyright and to pay costs and damages finally awarded in any such suit. Lennox agrees to indemnify Outokumpu, HTX Tech JV and/or Heat-Transfer-JV for any actual damages resulting from a suit alleging infringement of any such patent or copyright by the Intellectual Property owned by Lennox included in the Joint Product, subject to the limits of liability set forth in Section 11 hereof. Such indemnification shall be contingent upon Outokumpu, HTX Tech JV and Heat-Transfer-JV notifying Lennox promptly upon receipt of notice or information of a suit alleging such infringement. The foregoing indemnity does not apply to (1) to any application which does not include Intellectual Property owned by Lennox, (2) infringements or alleged infringements as a direct result of modifications, adaptations or changes made by Outokumpu, HTX Tech JV and Heat-Transfer-JV or a third party to the Intellectual Property owned by Lennox or use of such modifications, adaptations or changes in conjunction with the Intellectual Property owned by Lennox, and (3) any settlements of a suit or proceeding made without Lennox’s written consent. B. The foregoing states the entire liability of Lennox for patent and copyright infringement with respect to Intellectual Property owned by Lennox. IN NO EVENT SHALL LENNOX BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS OR COPYRIGHTS. C. Outokumpu agree to defend or settle, at their collective expense, any suits brought against Lennox, HTX Tech JV and Heat-Transfer-JV based upon a claim that either Intellectual Property owned by Outokumpu included in the Products developed, produced, and sold hereunder infringes a U.S. or foreign patent or copyright and to pay costs and damages finally awarded in any such suit. Outokumpu agrees to indemnify Lennox, HTX Tech JV and Heat-Transfer-JV for any actual damages resulting from a suit alleging infringement of any such patent or copyright by the Intellectual Property owned by Outokumpu included in the Joint Product, subject to the limits of liability set forth in Section 10 hereof. Such indemnification shall be...
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PATENTS AND COPYRIGHT INDEMNITY. 29.1 The Contractor shall be solely responsible for any claim that the Equipment or parts thereof supplied infringes a patent or copyright, trade secrets, trademarks and other intellectual property rights which affects the performance of this Contract. 29.2 If the Government use or possession of the Equipment is likely to Constitute an infringement, then the Contractor shall promptly and as its own expenses procure for the Government the right to continue using and possessing the equipment so as to advice the infringement ( in which event the Contractor shall compensate the Government for the amount of any direct loss or damage sustained or incurred by the Government during such modification or replacement). 29.3 if the alternatives in 29.2 above are not available the Contractor shall remove the Equipment from the Installation Site and refund the purchase price to the Government. 29.4 The expiry or earlier termination of this Contract shall not affect the liability of the Government and shall be kept indemnified and held harmless in respect of any claim arising there from.
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PATENTS AND COPYRIGHT INDEMNITY. The Subcontractor/Vendor agrees to defend (including attorney's fees) indemnify and save harmless Xxxxx, LLC and Corporate Realty, Inc. (as defined in Section 5) from any and all claims, penalties, damages, demands or other losses (“Claims”) for infringement of patents or copyrights or violations of patent rights or copyrights arising out of Subcontractor/Vendor's performance of this agreement and agrees to pay all damages, costs and expenses that Xxxxx, LLC and Corporate Realty, Inc. (as defined in Section 5) may incur as a result of any such Claims.
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Related to PATENTS AND COPYRIGHT INDEMNITY

  • PATENT AND COPYRIGHT INDEMNITY CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products. b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding. c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance. d. Notwithstanding this Section 38, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.

  • PATENT, TRADEMARK AND COPYRIGHT INDEMNITY Seller will indemnify, defend and hold harmless Buyer and its customer from all claims, suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents known at the time of such infringement, exceeding actual damages and/or including attorneys' fees and/or costs), liabilities, damages, costs and attorneys' fees related to the actual or alleged infringement of any United States or foreign intellectual property right (including, but not limited to, any right in a patent, copyright, industrial design or semiconductor mask work, or based on misappropriation or wrongful use of information or documents) and arising out of the manufacture, sale or use of products by either Buyer or its customer. Buyer and/or its customer will duly notify Seller of any such claim, suit or action; and Seller will, at its own expense, fully defend such claim, suit or action on behalf of indemnitees. Seller will have no obligation under this article with regard to any infringement arising from (a) Seller's compliance with formal specifications issued by Buyer where infringement could not be avoided in complying with such specifications or (b) use or sale of products in combination with other items when such infringement would not have occurred from the use or sale of those products solely for the purpose for which they were designed or sold by Seller. For purposes of this article only, the term Buyer will include The Boeing Company and all Boeing subsidiaries and all officers, agents and employees of Boeing or any Boeing subsidiary.

  • PATENT AND COPYRIGHT INDEMNIFICATION a. The Contractor, at its expense, shall defend, indemnify, and hold DSHS harmless from and against any claims against DSHS that any Product or Work Product supplied hereunder, or DSHS’s use of the Product or Work Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Product shall mean any Contractor-supplied equipment, Software, or documentation. The Contractor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by DSHS provided that DSHS: (1) Promptly notifies the Contractor in writing of the claim, but DSHS’s failure to provide timely notice shall only relieve the Contractor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to the Contractor; and (2) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant the Contractor sole control of the defense and all related settlement negotiations. b. If such claim has occurred, or in the Contractor’s opinion is likely to occur, DSHS agrees to permit the Contractor, at its option and expense, either to procure for DSHS the right to continue using the Product or Work Product or to replace or modify the same so that they become non-infringing and functionally equivalent. If use of the Product or Work Product is enjoined by a court and the Contractor determines that none of these alternatives is reasonably available, the Contractor, at its risk and expense, will take back the Product or Work Product and provide DSHS a refund. In the case of Work Product, the Contractor shall refund to DSHS the entire amount DSHS paid to the Contractor for the Contractor’s provision of the Work Product. In the case of Product, the Contractor shall refund to DSHS its depreciated value. No termination charges will be payable on such returned Product, and DSHS will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of four (4) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of three hundred sixty- five (365) days per year. In the event the Product has been installed less than one (1) year, all costs associated with the initial installation paid by DSHS shall be refunded by the Contractor. c. The Contractor has no liability for any claim of infringement arising solely from: (1) The Contractor’s compliance with any designs, specifications or instructions of DSHS; (2) Modification of the Product or Work Product by DSHS or a third party without the prior knowledge and approval of the Contractor; or (3) Use of the Product or Work Product in a way not specified by the Contractor; unless the claim arose against the Contractor’s Product or Work Product independently of any of these specified actions. d. This Section, Patent and Copyright Indemnification, is intended to survive the expiration or termination of the agreement.

  • Patents and Copyrights ‌ All services, information, computer program elements, reports and other deliverables which might be patented or copyrighted and created under this Contract are the property of the Department and shall not be used or released by the Consultant or any other person except with the prior written approval by the Department.

  • Other Patents and Copyrights 15 5.7 Remedies ................................................... 16

  • Trademarks, Patents and Copyrights (a) Section 4.14(a) of the Company Disclosure Letter sets forth a complete and accurate list of all copyright registrations, trademark registrations, and patents, and applications for registration of any of the foregoing, that are owned by the Company or its subsidiaries. The Company and its subsidiaries own or have the right to use in the manner currently used by the Company and its subsidiaries all patents, trademarks, trade names, copyrights, Internet domain names, service marks, trade secrets and other intellectual property rights (the “Intellectual Property Rights”) used in connection with the business of the Company and its subsidiaries as currently conducted (the “Company Intellectual Property Rights”), except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has received, since January 1, 2011, any written charge, complaint, claim, demand or notice challenging the validity of any of the Company Intellectual Property Rights, except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) To the Company’s knowledge, the conduct of the business of the Company and its subsidiaries does not infringe upon, misappropriate or otherwise violate any Intellectual Property Rights of any other person, except for any such infringement, misappropriation or other violation that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has received, since January 1, 2011, any written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or other violation that has not been settled or otherwise fully resolved, except for any such infringement, misappropriation or other violation that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s knowledge, no other person has infringed, misappropriated or otherwise violated any Company Intellectual Property Rights since January 1, 2011, except for any such infringement, misappropriation or other violation as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

  • Patent and Copyright Rights I agree to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which the Company shall deem necessary in order to apply for, obtain, maintain and transfer such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement until the expiration of the last such intellectual property right to expire in any country of the world. If the Company is unable because of my mental or physical incapacity or unavailability or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent or copyright registrations thereon with the same legal force and effect as if originally executed by me. I hereby waive and irrevocably quitclaim to the Company any and all claims, of any nature whatsoever, which I now or hereafter have for infringement of any and all proprietary rights assigned to the Company.

  • ROYALTIES, PATENTS AND COPYRIGHTS Contractor shall pay all royalties and license fees, defend suits or claims for infringement of copyrights and patent rights, and shall hold Owner harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by Owner or A/E. However, if Contractor has reason to believe that the required design, process, or product is an infringement of a copyright or a patent, Contractor shall be responsible for such loss unless such information is promptly furnished to A/E.

  • Franchises, Patents, Copyrights, Etc Each of the Borrower and its Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of its business substantially as now conducted without known conflict with any rights of others.

  • NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT The provisions of this clause shall be applicable only if the amount of this Agreement exceeds $100,000. (a) The Contractor shall report to the Government through BSA promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Agreement of which the Contractor has knowledge. (b) In the event of any claim or suit against the Government on account of any alleged patent or copyright infringement arising out of the performance of this Agreement or out of the use of any supplies furnished or work or services performed hereunder, the Contractor shall furnish to the Government when requested by the Government or BSA, all evidence and information in possession of the Contractor pertaining to such suit or claim. Such evidence and information shall be furnished at the expense of the Government except where the Contractor has agreed to indemnify the Government or BSA. (c) This clause shall be included in all subcontracts.

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