Common use of PATENTS AND COPYRIGHT INDEMNITY Clause in Contracts

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.

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)–(ii31(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.

PATENTS AND COPYRIGHT INDEMNITY. A. Contractor shall indemnify, defend, indemnify and hold harmless ISCthe University, its officialsthe Idaho State Board of Education, officersthe State of Idaho, employees and all of their employees, agents, and representatives (the "University Parties") and shall defend at its own expense any action xxxxxx t against any and all actions, claims, suits, proceedings, losses, liability, damages, costs, and expenses (including reasonable attorney’s fees and costs), arising out the University Parties based upon a claim of arising out of, relating to, or alleging infringement or misappropriation of a third party’s United States' patent, copyright, trade secret, trademarkor 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 University of any notice of such claim; (ii) that Contractor shall have the sole control of the de fense of any action on such claim and all negotiations for its settlement or other intellectual property right as compromise and the University may select a result t its own expense advisory counsel; and (iii) that the University shall cooperate with Contractor in a reasonable way to facilitate settlement or defense of ISC’s access to any claim or use of property, equipment, or Internet Services provided under the Contract. B. suit. • Contractor shall have no liability to ISC, its officials, officers, employees and agents the University 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 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, equipment, or Internet Services Property unless such modification was disclosed in the specificationsspecifications ; or (iii) the use of the property, equipment, or Internet Services Property 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 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: (i) either procure for ISC the University the right to continue using the propertyProperty, equipment, or Internet Services; (ii) replace or modify the property, equipment, or Internet Services Property 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 grant the Contractor shall grant ISC University a full refund for the purchase price (if any) of the property, equipment, or Internet Services Property 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.

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 SCMS 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 SCMS 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 SCMS Services unless such modification was disclosed in the specifications; or (iii) the use of the property, equipment, or Internet SCMS 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 SCMS 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 SCMS Services; (ii) replace or modify the property, equipment, or Internet SCMS Services so that it becomes non-infringing, provided such replacement or modification is functionally equivalent. In lieu of Subsections 32(C)(i)–(ii27(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 SCMS 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.

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)–(ii26(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.