Proprietary Rights Indemnification. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City’s use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services.
Proprietary Rights Indemnification. (a) Xxxxxxx.xxx represents and warrants that it is the sole owner of the Software, or has procured the Software under valid licenses from the owners thereof, and Xxxxxxx.xxx further represents and warrants that it has full power and authority to grant the rights herein granted without the consent of any other person. Xxxxxxx.xxx shall defend and indemnify and hold GE harmless against any amounts awarded in a settlement or final court decision arising from any claim, suit, or other proceeding brought against GE based on an allegation that the Software or any elements thereof, or the use of any Software furnished by Xxxxxxx.xxx pursuant to this Agreement constitutes a violation or infringement of any worldwide copyright, trade secret, or other proprietary information right, or U.S. patent provided that Xxxxxxx.xxx is notified promptly in writing of such allegation, suit, or proceeding and given full, complete, and exclusive authority, and complete information and assistance (at Xxxxxxx.xxx's expense) for the defense of same. Xxxxxxx.xxx shall pay without limitation all damages and costs incurred by GE with respect to such suits or proceedings, but Xxxxxxx.xxx shall not be responsible for any compromise made by GE or its agents without Xxxxxxx.xxx's consent. If such Software is held by a court of competent jurisdiction to constitute infringement, and its use is enjoined, Xxxxxxx.xxx shall, at its own expense without limitation, either promptly procure the right for continued use of such Software by GE, or, if the performance thereof will not thereby be materially adversely affected promptly replace or modify such product(s) so that it becomes non-infringing. If neither of the actions specified for Xxxxxxx.xxx in the preceding sentence is commercially feasible, then as a last resort, Xxxxxxx.xxx shall accept return of such Software and refund to GE all fees paid by GE for such Software if such return of Software occurs within the five (5) year period beginning on the Effective Date, plus any unused maintenance fees paid for the Software and any costs incurred by GE in the removal of such Software and installation of alternative products. After such five (5) year period beginning with the sixth (6th) year, GE shall be entitled to a pro-rata refund based upon a five (5) year depreciation schedule. During the pendency of any claim against GE with respect to Xxxxxxx.xxx's ownership or authority, GE may withhold payment of any sum otherwise required to be paid here...
Proprietary Rights Indemnification. Licensor represents and warrants to the Licensee that no item of the Software Product provided under this License Agreement is currently the subject of any litigation known to Licensor, and, to its knowledge, Licensor has all right, title, ownership interest, and/or marketing rights necessary to provide the Software Product to Licensee and that each License, the Software Product and their use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“Infringement”). Licensor shall indemnify and hold Licensee and its successors, officers, directors, employees, and agents harmless from and against any and all third party demands seeking damages as well as any defense expenses (limited to fees, costs, or expenses of hired or appointed attorneys; the costs of proceedings involved in the suit, including court reporter’s, arbitrator’s or mediator’s fees; and independent expert’s or special investigator’s fees, costs or expenses) resulting from or arising out of any claims, complaints or causes of action relating to the Software Product (so long as it has not been modified or altered in any fashion by anyone other than Licensor), any breach or claimed breach of the foregoing warranties, or any claim of an Infringement, and Licensor shall defend and settle, at its expense, all suits or proceedings arising therefrom. Licensee shall inform Licensor of any such suit or proceeding against Licensee. Licensor shall control the defense of any such claim or action but Licensee shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing. Licensor shall notify Licensee of any actions, claims, or suits against Licensor based on an alleged Infringement of any party’s intellectual property rights in and to any component of the Software Product. In the event an injunction is sought or obtained against use of the Software Product or in Licensee’ opinion is likely to be sought or obtained, Licensor shall promptly, at its option and expense, either (i) procure for Licensee the right to continue to use the infringing Software Product as set forth in this License Agreement, or
Proprietary Rights Indemnification. Trancell hereby represents and ---------------------------------- warrants that the Products and the sale and use of the Products do not infringe upon any copyright, patent, trade secret or other proprietary or intellectual property right of any third party, and that there are no suits or proceeding, pending or threatened alleging any such infringement. Trancell shall indemnify and hold Tech Data, Tech Data's subsidiaries and their respective, officers, directors, employees and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs and expenses, which they or any of them incur or become obligated to pay resulting from or arising out of any breach or claimed breach of the foregoing warranty. Tech Data shall inform Trancell of any such suit or proceeding filed against Tech Data and shall have the right, but not the obligation, to participate in the defense of any such suit or proceeding at Tech Data's expense. Trancell shall, at its option and expense, either (i) procure for Tech Data, its Customers and End Users the right to continue to use the Product as set forth in this Agreement, or (ii) replace, to the extent Products are available, or modify the Product to make its use non-infringing while being capable of performing the same function without degradation of performance. Trancell shall have no liability under this Section 6.2 for any infringement based on the use of any Product, if the Product is used in a manner or with equipment for which it was not reasonably intended. Trancell's obligations under this Section 6.2 shall survive termination of this Agreement.
Proprietary Rights Indemnification. Vendor shall warrant that all elements of its solution, including all equipment, software, documentation, services and deliverables, do not and will not infringe upon or violate any patent, copyright, trade secret or other proprietary rights of any third party. In the event of any claim, suit or action by any third party against the State of Delaware, the State of Delaware shall promptly notify the vendor in writing and vendor shall defend such claim, suit or action at vendor’s expense, and vendor shall indemnify the State of Delaware against any loss, cost, damage, expense or liability arising out of such claim, suit or action (including, without limitation, litigation costs, lost employee time, and counsel fees) whether or not such claim, suit or action is successful. If any equipment, software, services (including methods) products or other intellectual property used or furnished by the vendor (collectively “”Products”) is or in vendor’s reasonable judgment is likely to be, held to constitute an infringing product, vendor shall at its expense and option either:
Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold harmless Indemnitees from and against any and all Claims, including reasonable lawyers fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to the Services infringing or misappropriating any patent, copyright, trade secret, trademark, or other proprietary right. In the event that Service Provider is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that Subscriber is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, then Service Provider shall, at its expense: (a) obtain for Subscriber the right to continue using such Services; (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by Subscriber; or, (c) in the event that Service Provider is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider shall reimburse to Subscriber any prepaid Service Fees.
Proprietary Rights Indemnification. If notified promptly in writing of any judicial action brought against GM based on an allegation that GM's use of the Products infringes any patent, copyright, trademark, mask work or any rights of a third party or constitutes misuse or misappropriation of a trade secret (Infringement), CWC will defend such action at its expense and will pay the costs and damages awarded in any such action or the cost of settling such action. CWC shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against GM based on an allegation that GM's use of the Products constitute Infringement, CWC will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that CWC shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction shall be obtained against GM's use of the Products by reason of infringement, or in CWC'
Proprietary Rights Indemnification. Chordiant represents and warrants that as of the Effective Date: no Product provided under this Agreement is the subject of any litigation ("Litigation"), furthermore, if a Product becomes the subject of Litigation after the Effective Date Chordiant will immediately notify EDS of such Litigation. EDS may terminate any License, and receive a full refund of any amounts paid for such Product after the date legal process regarding such Litigation has been served on Chordiant. Further; Chordiant represents and warrants that to Chordiant's knowledge, (i) Chordiant has all right, title, ownership interest, and/or marketing rights necessary to provide the Products to EDS, and (ii) as of the Effective Date each License, the Products and their sale, license, and use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement.
Proprietary Rights Indemnification. MigraTEC represents and warrants that (i) at the time of delivery to EDS, no Product provided under this Agreement is the subject of any litigation ("Litigation"), and (ii) MigraTEC has all right, title, ownership interest, and/or marketing rights necessary to provide the Products to EDS and that each License, the Products and their sale, license, and use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement ("Infringement"). MigraTEC shall indemnify and hold EDS and Product end users and their respective successors, officers, directors, employees, and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses (including legal fees) resulting from or arising out of any Litigation, any breach or claimed breach of the foregoing warranties, or which is based on a claim of an Infringement and MigraTEC shall defend and settle, at its expense, all suits or proceedings arising therefrom. EDS shall inform MigraTEC of any such suit or proceeding against EDS and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing. MigraTEC shall notify EDS of any actions, claims, or suits against MigraTEC based on an alleged Infringement of any party's intellectual property rights in and to the Products. In the event an injunction is sought or obtained against use of the Products or in EDS' opinion is likely to be sought or obtained, MigraTEC shall promptly, at its option and expense, either (A) procure for EDS and Product end users the right to continue to use the infringing Product as set forth in this Agreement, or (B) replace or modify the infringing Products to make its use non-infringing while being capable of performing the same function without degradation of performance.
Proprietary Rights Indemnification. (a) CBT shall indemnify CL and hold it harmless from any and all damages, liabilities, costs and expenses (including but not limited to reasonable attorneys' fees) incurred by CL as a result of any claim (or a claim by an end user that is related to a claim) that the Courseware or the Trademarks or any part thereof infringes any patent, copyright, trademark or trade secret of any third party, provided that CL promptly notifies CBT in writing of any such claim and CBT shall control and defend or settle any such claim at CBT's expense and with CBT's choice of counsel. CL shall cooperate with CBT, at CBT's expense, in defending or settling such claim and CL may join in defense with counsel of its choice at its own expense. CL may not settle any claim without CBT's prior written consent. Following notice of any claim with respect to which CL believes itself entitled to indemnification under this section, CBT shall have the right at its option and expense to (i) procure for CL and the End-Users the right or license to use the Courseware as delivered; (ii) modify the infringing materials so as to render them non-infringing; (iii) replace the Courseware or parts thereof with other functionally equivalent software; or (iv) if (i), (ii) and (iii), and each of them, are not commercially feasible, terminate this Agreement and refund to CL amounts paid for unsold inventory, which inventory CL shall promptly return to CBT.
