Common use of Proprietary Rights Indemnification Clause in Contracts

Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold Customer Indemnitees harmless from and against any and all Claims, including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from any Customer Indemnitee, arising out of a claim that the Services infringes or misappropriates any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Service Provider is enjoined from delivering either preliminary or permanently, or continuing to license to Customer, the Services and such injunction is not dissolved within thirty (30) days, or in the event that Customer 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 use of the Services, then Service Provider shall, at its expense: (a) obtain for Customer the right to continue using such Services; (b) replace or modify such Services so that it does not infringe upon or misappropriate such proprietary right and is free to be delivered to and used by Customer; 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 Customer the full cost associated with Termination Assistance Services.

Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold Customer harmless Indemnitees harmless from and against any and all Claims, including reasonable attorneys' ’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Customer Indemnitee, by reason of any Claim arising out of a claim that or relating to the Services infringes allegedly or misappropriates actually infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Service Provider is enjoined from delivering either preliminary or permanently, or continuing to license to Customer, providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that Customer EBCE 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 Customer EBCE the right to continue using such Services; (b) replace or modify such Services so that it does they do not infringe upon or misappropriate such proprietary right and is free to be delivered to and used by CustomerEBCE; 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 Customer EBCE any prepaid fees and the full cost associated with Termination Assistance any Transition Services.

Proprietary Rights Indemnification. Service Provider ITrackr agrees to indemnify, defend, and hold Customer RespondQ Indemnitees harmless from and against any and all Claims, including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from any Customer RespondQ Indemnitee, arising out of a claim that the Services infringes or misappropriates any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Service Provider ITrackr is enjoined from delivering either preliminary or permanently, or continuing to license to CustomerRespondQ, the Services and such injunction is not dissolved within thirty (30) days, or in the event that Customer RespondQ 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 use of the Services, then Service Provider ITrackr shall, at its expense: (a) obtain for Customer RespondQ the right to continue using such Services; (b) replace or modify such Services so that it does not infringe upon or misappropriate such proprietary right and is free to be delivered to and used by CustomerRespondQ; or, (c) in the event that Service Provider ITrackr is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider ITrackr shall reimburse to Customer RespondQ the full cost associated with Termination Assistance Services.

Proprietary Rights Indemnification. Service Provider SearchStax agrees to indemnify, defend, and hold defend Customer Indemnitees harmless Indemnitee from and against any and all Claims, including reasonable attorneys' ’ fees, costs, and expenses incidental thereto, which may be suffered incurred by, accrued against, charged to, or recoverable from any Customer Indemnitee, but only to the extent caused by, arising out of, or relating to the work of SearchStax by reason of any Claim arising out of a claim that or relating to the Services infringes infringing or misappropriates misappropriating any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that Service Provider SearchStax is enjoined from delivering either preliminary or permanently, or continuing to license to Customer, providing the Services and such injunction is not dissolved within thirty (30) calendar days, or in the event that Customer 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 shallSearchStax will, at its expense: (a) obtain for Customer the right to continue using such Services; (b) replace or modify such Services so that it does they do not infringe upon or misappropriate such proprietary right and is free to be delivered to and used by Customer; or, (c) in the event that Service Provider SearchStax is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider shall SearchStax will reimburse to Customer any prepaid fees and the full cost associated with Termination Assistance any Transition Services.