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
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Samples: Software License Agreement
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.
Appears in 1 contract
Samples: Software License Agreement
Proprietary Rights Indemnification. Licensor Licensors 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 LicensorLicensors, and, to its knowledge, Licensor Licensors 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 Licensors 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 feesactions, claims, losses, damages, liabilities, awards, costs, or and expenses of hired or appointed attorneys; the costs of proceedings involved in the suit, (including court reporter’s, arbitrator’s or mediator’s legal 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 LicensorLicensors), any breach or claimed breach of the foregoing warranties, or any claim of an Infringement, and Licensor Licensors shall defend and settle, at its expense, all suits or proceedings arising therefrom. Licensee shall inform Licensor Licensors of any such suit or proceeding against Licensee. Licensor Licensors 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 Licensors shall notify Licensee of any actions, claims, or suits against Licensor Licensors 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 Licensors 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,
Appears in 1 contract
Samples: Software License Agreement
Proprietary Rights Indemnification. Licensor represents The Company shall, at its own expense, defend any suit instituted against Distributor which is based on an allegation that any Product manufactured by the Company and warrants sold to the Licensee that no item of the Software Product provided under this License Agreement is currently the subject Distributor hereunder constitute an infringement of any litigation known to Licensorpatent, 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, secret or other proprietary or intellectual property right of any third party or contribute to such violation or infringement (“Infringement”). Licensor and shall indemnify and hold Licensee and its successors, officers, directors, employees, and agents harmless from and Distributor against any award of damages and all third party demands seeking damages as well as costs made against Distributor by a final judgment of a court of last resort if it is determined therein that 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 such Product constitutes an infringement of any claimspatent, complaints copyright, trade secret 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 proprietary right of any third party, provided that Distributor gives the Company timely notice in writing of any notice or claims of infringement and permits the Company through the Company's counsel to defend the same and gives the Company all available information, assistance and authority to enable the Company to assume such suit or proceeding against Licenseedefense. Licensor The Company shall have control of the defense of any such claim suit, including appeals from any judgment therein and any negotiations for the settlement or action but Licensee shall have the right compromise DISTRIBUTION SERVICES AGREEMENT Allixxx Xxxine Company d/b/a Rolls-Roycx Xxxxxxx Xxxe 20 thereof with full authority to participate in the defense of any such suit enter into a binding settlement 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 Productcompromise. In the event an injunction that any Product is sought or obtained against held to infringe and its use of is enjoined, the Software Product or in Licensee’ opinion is likely to be sought or obtained, Licensor shall promptlyCompany shall, at its option and expense, either (i) procure for Licensee Distributor and its customers the right to continue using such Product, (ii) provide the necessary parts and documentation to replace or modify such Product so that it no longer infringes, or (iii) grant Distributor a credit for such Product upon its return to the Company, allowing for reasonable depreciation for use, damage and obsolescence. Notwithstanding the above, the Company shall have no liability whatsoever to Distributor with respect to any patent infringement or claim thereof which is based upon or arises out of (i) the use of any Product in combination with an apparatus or device not manufactured or supplied by the infringing Software Company, if such combination causes the infringement, (ii) the use of any Product as set forth in this License Agreementa manner for which it was neither designed nor contemplated, oror (iii) any modification of any Product by Distributor or any third party which causes the Product to become infringing.
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