PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. The sale of Products hereunder does not convey any express or implied license under any patent, copyright, trademark or other proprietary rights owned or controlled by Seller, whether relating to the products sold or any manufacturing process or other matter. All rights under any such patent, copyright, trademark or other proprietary rights are expressly reserved by Seller. Seller will defend any suit or proceeding brought against Buyer insofar as such suit or proceeding is based on a claim that the design or manufacture of Products furnished hereunder which were manufactured solely to Seller’s designs and specifications infringe any patent, provided Seller is promptly notified in writing of such suit or proceeding and is given full authority, information and assistance by Buyer for such defense. Seller will pay all damages and costs based on such claim of infringement which are finally awarded against Buyer in any such suit or proceeding or paid by way of settlement, but Seller shall have no liability whatsoever with respect to any settlement made by the Buyer without Seller’s prior written consent, which consent may not be unreasonably withheld. If such products are held to infringe any patent and their use or sale is enjoined, or if in the opinion of Seller such products are likely to become the subject of such a claim of infringement, Seller may, in its sole discretion and at its own expense, either procure a license which will protect Buyer against such claim without cost to Buyer, replace such products with non-infringing products, or require return of such products and refund an equitable portion of the price paid by Buyer to Seller for such products. The foregoing states Seller’s sole liability for any claim based upon or related to any alleged infringement of any patent or other intellectual property rights. Seller shall have no liability for any claim of infringement that is based on a combination of products furnished under this Agreement with products, equipment or materials not furnished hereunder, or based upon any items made with the products furnished under this Agreement.
PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS.
17.1. The CM shall secure all rights and pay all license fees, royalties, and costs arising from patents, trade secrets, copyrights, or other intellectual property rights that are in any way involved with the services or involved with or required for the services performed by or on behalf of the CM. The CM shall defend, indemnify, and save harmless the Owner and its present and future officers, employees, and agents from and against any and all liabilities (foreseeable or unforeseeable), penalties, fines, forfeitures, demands, claims, causes of actions, suits, judgments, and costs and expenses incidental thereto (including, without limitation, amounts paid pursuant to investigations, defense or settlements, and reasonable attorney's fees), which any or all of them may hereafter suffer, incur, be responsible for, or pay out as a result of any violation or an alleged violation of any patent, trade secret, copyright, or other intellectual property right resulting, in whole or in part, from any act by the CM or anyone who performs work for the CM or for whose acts the CM may be liable in connection with the Project, regardless as to whether such violation or alleged violation occurs prior to, during or after the completion of the Project. The CM shall not be responsible for or be required to provide such indemnity or defense should such patent, trade secret, copyright, or other intellectual property right be called for by the Owner or the Designer in the Contract Documents, including any drawings or specifications.
PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. Supplier shall protect all GNB proprietary information and intellectual property with the same care that they would protect their own trade secrets. GNB supplied drawings and documentation shall not be used to manufacture Supplies for any purpose other than to supply them to GNB. The supplier will limit the disclosure of GNB supplied information to only entities that have a necessary use of the information. The supplier shall have written agreements will all other parties and subcontractors to whom they disclose information, and will exercise the same care for GNB supplied information as they would their own proprietary information. The Supplier shall not use drawings, trade secrets, patents, photographs of Supplies, the GNB name, the GNB logo or any other GNB design, patent, drawing, document or trade secret for any purpose other than furnishing Supplies to GNB, unless express permission is obtained in writing from GNB. By reference the full GNB Proprietary Non-Disclosure agreement (FM-101) is incorporated into this agreement.
PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. Buyer shall indemnify Nemco against all damages, claims, costs and expenses arising out of any infringements or alleged infringement of any patent, copyright design, trademark or other intellectual property right which Nemco incurs arising out of its compliance with Buyer’s requirements. Nemco shall not be bound to defend any proceedings brought against it by any third party in respect of any such actual or alleged infringement.
PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. The SUPPLIER represents and warrants that goods provided under the P.O. may be used and sold anywhere in the world without infringing any patent, registered design, trademark, copyright, or similar intellectual property right. The SUPPLIER covenants and agrees to hold harmless, indemnify and defend Xxxxxxx, it successors, assigns customers and users from and against any damages, compensation, costs, liabilities, claim and expenses resulting from any such infringement or alleged infringement (including attorney fees) arising from the goods or services provided by the SUPPLIER under the P.O. If at any time Xxxxxxx is advised or has good cause to believe that the goods or services infringe any such patent, registered design, trademark, copyright, or similar intellectual property right, Xxxxxxx may either, (i) cancel the P.O. without thereby incurring any liability or (ii) require the SUPPLIER to provide goods or services satisfying Ricardo’s P.O. which do not so infringe. In the event of cancellation of the P.O. pursuant to this clause, the provisions of this clause remain in effect and binding upon SUPPLIER. The SUPPLIER shall give prompt written notice to Xxxxxxx of any infringement or alleged infringement of any intellectual property rights related to the goods or services provided hereunder.
PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. CARDIONET shall indemnify, defend and hold VEM harmless from and against any expense, loss, costs, damages or liability resulting from claimed infringement of patents, trademarks, copyrights, or other intellectual property rights with respect to Units, including, but not limited to, claims:
a. arising from a use of or a combination of Units with other equipment, processes, programming applications, or materials not furnished by VEM hereunder;
b. based on items made with the Units furnished by VEM hereunder; and/or
c. arising out of compliance by VEM with CARDIONET's designs, specifications or instructions. VEM shall notify CARDIONET in writing of any such claim immediately. THE FOREGOING STATES VEM's ENTIRE LIABILITY FOR ANY CLAIM BASED UPON OR RELATED TO ANY ALLEGED INFRINGEMENT OF ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS.
PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. Supplier will defend, indemnify and hold harmless Customer from any third party claims for patent, trade secret or copyright infringement arising from Customer's use of the Products except for Third Party Products. If any such claim materially interferes with Customer's use of the Products, Supplier shall, at its option: (i) substitute functionally equivalent non-infringing Products; (ii) modify the infringing Products so that they no longer infringe but remain functionally equivalent; (iii) obtain for Customer at Supplier's expense the right to continue to use the infringing Products; or (iv) if the foregoing are not commercially reasonable, refund to Customer the Price of the infringing Products, as depreciated (based on five year straight-line depreciation), in which event Customer shall return the infringing Products to Supplier. Any claims arising from Customer's use of infringing Products after Supplier's notification to discontinue use and offering one of the remedies set forth in above are the sole responsibility of Customer. The above indemnification obligation is conditional upon Customer providing Supplier prompt written notice of the infringement claim after receiving notice of such claim, allowing Supplier to control the defense of such claim, and reasonably cooperating with Supplier in such defense. Notwithstanding any other provision in this Agreement, Supplier shall not have any obligation to Customer hereunder for infringement claims based on or resulting from: (a) use of such infringing Products in combination with any computer software, tools, hardware, equipment, materials, or services, not furnished or authorized in writing for use by Supplier; (b) use of such infringing Products in a manner or environment or for any purpose for which Supplier did not design or license it, or in violation of Supplier's use instructions; or (c) any modification of such infringing Products by Customer or any third party. Supplier shall not be responsible for any compromise or settlement or claim made by Customer without Supplier's written consent..
PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. The sale of products or provision of services hereunder does not convey any express or implied license under any patent, copyright, trademark, or other proprietary rights owned or controlled by Seller, whether relating to the products sold, service provided, or any manufacturing process or other matter. All rights under any such patent, copyright, trademark, or other proprietary rights are expressly reserved by Seller. Furthermore, Xxxxx agrees not to infringe, directly or indirectly, any patents of eLuminaire with any combination or system incorporating a product sold hereunder. Seller will defend any suit or proceeding brought against Buyer insofar as such suit or proceeding is based on a claim that the design or manufacture of products furnished hereunder which were manufactured solely to Seller’s designs and specifications infringe any
PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. Varian shall, at its own expense, settle or defend any proceeding or claim against Buyer alleging that the design or manufacture of any Product furnished in Varian's commercial line of Products or manufactured to Varian specifications infringes any patents or other intellectual property rights of the United States, Canada, Japan or the European Union country in which the Buyer takes delivery of the Product. Varian shall pay all costs, damages and attorney's fees that a court finally awards as a result of such proceeding or claim. To qualify for such defense or payment, Buyer shall (a) give Varian prompt written notice of any such claim or proceeding, and (b) allow or obtain for Varian the right to control the defense of such claim or proceeding and all related settlement negotiations. If the Varian Product is held to be infringing and its use is enjoined as a result of any lawsuit or proceeding, Varian shall, at its own expenses and sole option, either:
(a) Procure a license to protect Buyer against the claim; or (
PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS. CUSTOMER shall indemnify, defend and hold VTEC harmless from and against any expense, loss, costs, damages, or liability resulting form claimed infringement of patents, trademarks, copyrights, or other intellectual property rights with respect to units, including, but not limited to, claims:
a. arising from a use of or a combination of units with other equipment, processes, programming applications, or materials not furnished by VTEC hereunder;
b. based on items made with the units furnished by VTEC hereunder; and/or
