Property Rights of Third Parties Sample Clauses

Property Rights of Third Parties. Subscriber acknowledges that the Subscriber Data may include material that is either owned by or is the subject of and protected by copyright, trademark, trade name, service mark, trade secret, patent, moral, database, privacy, publicity and other intellectual property and proprietary rights of third parties ("Third Party IP Rights"). Subscriber represents and warrants that the Subscriber Data either is not subject to any Third Party IP Rights or that Subscriber has obtained appropriate legal right, consent or permission to the use thereof from the holder of such Third Party IP Rights and that the storage, transmission or use on the Site or Services of the Subscriber Data will not violate any such Third Party IP Rights. Subscriber’s indemnity to Ricoh provided in paragraph 12 hereof shall include any breach of the provisions of this paragraph.
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Property Rights of Third Parties. 1. The Licensor warrants that the Software is free from any rights of third parties which might prevent the use of the Software in accordance with the terms of this Agreement in the licensed territory. 2. If the property rights of third parties are infringed upon by the Licensee using the contractual software in accordance with the terms of this Agreement in the licensed territory, the Licensor shall release the Licensee from all legally determined payment obligations and all comparable payment obligations agreed with the previous written approval of the Licensor. The obligation of the Licensor to release the Licensee from his payment obligations is restricted to those expenses incurred inevitably by the Licensee as a result of and in conjunction with the claim of the third party and is limited to the liability agreed in § 7 of this Agreement. Any warranty claims by the Licensee remain unaffected by this and are governed by the following para. 4 and 5. 3. The Licensee is obliged to immediately inform the Licensor of any claims lodged against him and of the subsequent proceedings in writing, to grant or award the Licensor the authority and authorization required to handle the legal dispute, and to provide a reasonable level of support. 4. If using the Software in accordance with the Agreement should infringe upon the rights of third parties within the licensed territory, then the Licensor is entitled to decide either to give the Licensee permission to continue using the contractual software, to exchange the contractual software, or to change the contractual software so that using it no longer infringes upon the rights of others. 5. If the measures in para. 4 above require effort which is grossly disproportionate to the Licensee's interest in performance as specified in the content of this Agreement, the Licensor can refuse subsequent performance. 6. If the Licensee is liable for the infringement of intellectual property rights, the Licensee shall release the Licensor from all claims of third parties and shall reimburse the Licensor for the costs required for a legal defense.
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Property Rights of Third Parties. (1) The User herby recognizes ePages title and copyrights in and to the software and therefore its rights as sole licensor. ePages rights as the sole licensor shall also apply to any software extensions supplied by ePages to the User, unless otherwise agreed in writing. (2) The User hereby recognizes ePages' brand, trademark, name and patent rights with respect to the software and associated documentation. The User may not remove, modify or otherwise obscure any notice of copyright and/or other property rights included in the software itself or in the associated documentation. (3) If ePages supplies licensed software from third parties, the User shall acknowledge the copyrights and industrial property rights of the said party. (4) If ePages supplies licences Sybase software (“embedded license”), it may only be used in conjunction with ePages software.
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Property Rights of Third Parties. If a service of Peak Solution should breach the property rights of third parties, Peak Solution indemnifies the customer from all claims from third parties due to such a breach of property rights. A requirement for this is that the customer must report to Peak Solution in a timely manner the assertion of property rights infringements by third parties against the customer and includes Peak Solution in the negotiations with the third party, leaves these negotiations as far as possible to Peak Solution and supports Peak Solution in the negotiations with third parties to a reasonable extent.
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Property Rights of Third Parties. The customer bears the responsibility of ensuring that the software provided by the customer in the context of programming work by Peak Solution and the specifications provided by the customer do not lead to the breach of property rights of third parties.
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Property Rights of Third Parties. The supplier shall be liable for no patents or other property rights of third parties being infringed by its delivery and the use of the latter. It shall exempt us and our customers from all claims arising from the use and infringement of such property rights. The supplier assures that the goods are delivered free of rights of third parties, in particular that no rights can be derived by third parties from the German Trademark Act of 25th October 1998 or its respective valid version. If it emerges that the aforementioned obligations are not fulfilled, the supplier must compensate us for all losses arising from the infringement of the obligation. In particular, the supplier must take on the costs for a possible warning, as well as claims for compensation of the owner of the property right against us and claims for compensation arising from the fact that the buyer is obliged by the owner of the property right to destroy the delivered goods. In this case, the claim for compensation shall also include the lost profit.
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Property Rights of Third Parties. SIEGENIA shall not be responsible for the content or data entered or uploaded to the Supplier Portal by the Supplier, an authorised user or a third party. In particular, SIEGENIA shall not be obliged to check this supplier content for possible legal infringements. Insofar as supplier content is transmitted or provided by the Supplier, the Supplier shall warrant that said content is not covered by third-party rights, in particular copyrights, name and trademark rights, which restrict or exclude the use/processing thereof within the scope agreed here. The processing of illegal, right-wing extremist, pornographic, racist or indecent content is prohibited, as is the transmission of content that offends the sense of decency of all fair and just thinkers. In the event that a third party asserts claims against SIEGENIA which are based on the culpable infringement of its intellectual property rights by the Supplier, the Supplier shall indemnify SIEGENIA against all costs and damages upon first request. In the event of a legal dispute, the Supplier shall bear all related necessary costs. The parties must inform one another immediately of the assertion of the claim by the third party. .
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Property Rights of Third Parties. 1. mediCAD Hectec GmbH shall defend Licensee against all claims derived from an infringement of industrial property rights by contractual use of the software in the Federal Republic of Germany. mediCAD Hectec GmbH will take on Licensee’s legal costs and damages if Licensee has immediately informed mediCAD Hectec GmbH of such claims in writing and all protective measures and settlement negotiations are left to the discretion of mediCAD Hectec GmbH. 2. If claims pursuant to Paragraph 1 are made or are expected to be made against Licensee, mediCAD Hectec GmbH may change or replace the software and documentation. If it is not possible to do this or to obtain the rights of use with reasonable effort, both parties may terminate the license for the affected software without notice. In this case, in accordance with Section 7, mediCAD Hectec GmbH is liable for the damages Licensee incurs as a result of the termination. 3. mediCAD Hectec GmbH has no obligations if the claims pursuant to Paragraph 1 are based on programs or data provided by Licensee or in instances when the software and its data files were not used in the valid, unchanged original version provided by mediCAD Hectec GmbH or were used in operating conditions other than those indicated in the performance specification.
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Related to Property Rights of Third Parties

  • Rights of Third Parties A person who is not a Party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement. This clause shall not affect any right or remedy of a third party which exists or is available apart from that Act.

  • Contracts (Rights of Third Parties ACT 1999

  • CONTRACT (RIGHTS OF THIRD PARTIES ACT 1999

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

  • THE CONTRACTS (RIGHTS OF THIRD PARTIES ACT 1999

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment. 10.7.2 Each Party shall give prompt written notice to the other of claims or suits arising out of actual or alleged Infringement of Patent Rights, Know-How or other intellectual property owned by a third party, as a result of any use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event Licensee, subject to the provisions of Section 10.7.3, shall have the right to contest or defend such claim or suit on behalf of itself and on behalf of Ipsen. If Licensee elects to contest or defend such claim or suit, Licensee shall notify Ipsen of such election, and shall keep Ipsen fully informed of any development in such claim or suit, including by transmitting copies of all documents in such claim or suit. If Licensee contests or defends a claim or suit pursuant to this Section 10.7.2 and Ipsen has not elected to contest or defend such claim or suit subject to, and in accordance with, the provisions of Section 10.7.3, then (a) Licensee shall control the defense of such claim or suit, (b) Ipsen shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Licensee and at Licensee’ sole cost and expense; and (c) Licensee shall have the right to compromise or settle such claim or suit; provided, however, that, if such claim or suit was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Know-How, any such compromise or settlement by Licensee of such claim or suit shall be subject to Xxxxx’x prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Licensee’s control of the defense of any claim or proceeding pursuant to this Section 10.7.2, Ipsen shall have the right to participate in such defense using counsel of its own choice and at its own expense, provided that such claim or proceeding was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. 10.7.3 If, within [ ]* after Licensee receives written notice of any such claim or suit, Licensee elects not to contest or defend, or fails to notify Ipsen of its intent to contest to or defend, such claim or suit, then Ipsen shall have the right to contest or defend such claim or suit on behalf of itself and Licensee and shall keep Licensee fully informed of any development in such claim or suit, including by transmitting copies of all documents submitted in such claim or suit. Notwithstanding any of the foregoing provisions of this Section 10.7.3 to the contrary, Xxxxx’x right under this Section 10.7.3 to contest or defend such claim or suit shall apply only if either (i) such claim or suit was originally made or brought against Ipsen or any of its Affiliates or (ii) such claim or suit pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. If Ipsen contests or defends a claim or suit pursuant to this Section 10.7.3, then (a) Ipsen shall control the defense of such claim or suit, (b) Licensee shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Ipsen and at Xxxxx’x sole cost and expense and (c) Ipsen shall have the right to compromise or settle such claim or suit; provided, however, that such compromise or settlement shall be subject to Licensee’s prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Xxxxx’x control of the defense of any such claim or proceeding, Licensee shall have the right to participate in such defense using counsel of its own choice and at its own expense. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 10.7.4 The defending Party shall bear its own costs and expenses (including, without limitation, attorneys fees and court costs) in connection with the defense of any claim or suit pursuant to Section 10.7.2 or Section 10.7.3, and the defending Party shall also bear the costs and expenses of the other Party if and to the extent that such costs and expenses were incurred by such other Party in connection with reasonable assistance provided by such other Party in connection with such defense at the request of the defending Party. 10.7.5 In the event that, in connection with the defense of any claim or suit pursuant to this Section 10.7 or any settlement thereof, the defending Party shall receive damages, costs or other amounts, such damages, costs or other amounts shall be treated in the manner contemplated under Section 10.6 as if they had been received by the defending Party in connection with any action or proceeding initiated and pursued by the defending Party pursuant to Section 10.6 above. 10.7.6 The provisions of this Section 10.7 and the respective rights and obligations of the Parties under this Section 10.7 shall be without prejudice to any of the provisions of Article 15 or any of the respective rights and obligations of the Parties under Article 15.

  • INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights. 42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party. 42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies; 42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: 42.4.1 availability, provision or use of the Services (or any parts thereof); and 42.4.2 performance of the Supplier's responsibilities and obligations hereunder. 42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. 42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either: 42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or 42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and 42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.

  • Intellectual Property Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.

  • EXCLUSION OF THIRD PARTY RIGHTS A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

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