Proprietary Rights Indemnity. Contractor shall indemnify, defend and hold harmless District, its officers, directors, and employees, agents from and against any losses suffered by District as a result of Contractor’s breach of its warranties set forth in Section 21 of this Agreement. Contractor shall defend, indemnify, and hold harmless District, its officers, directors, employees, agents from and against any claim, demand, challenge, suit, loss, cost, damage, or liability based on any assertion that the Work or any component or part thereof infringes, misappropriates, or violates any patent right, copyright right, trade secret, or other proprietary right of any third party. District shall notify Contractor in writing of the initial claim or action brought against it. The selection of counsel, the conduct of the defense of any lawsuit, and any settlement shall be within Contractor’s control; provided that District shall have the right to participate in the defense of any such infringement claim using counsel of its choice, at District’s expense. No settlement shall be made without notice to, and the prior written consent of, District.
Proprietary Rights Indemnity. Cadence will defend at its own expense, or its option reimburse Customer for reasonable costs of defense, in connection with any legal action brought against Customer to the extent that it is based on a claim or allegation that any Software infringes a U.S. patent or copyright of any third party, and Cadence will pay any costs and damages finally awarded against Customer in any such action that are attributable to any such claim or incurred by Customer through settlement thereof, but shall not be responsible for any compromise made or expense incurred without its consent. However, such defense and payments are subject to the condition that Customer gives Cadence prompt written notice of such claim, allows Cadence to direct the defense and settlement of the claim, and cooperates with Cadence as necessary for defense and settlement of the claim. Should any Licensed Materials, or the operation thereof, become or in Cadence’s opinion be likely to become, the subject of such claim, Cadence may, at Cadence’s option and expense, procure for Customer the right to continue using the Licensed Materials, replace or modify the Licensed Materials so that they become non-infringing, or terminate the license granted hereunder for such Licensed Materials and refund to Customer the Fees (less a reasonable charge for the period during which Customer has had availability of such Licensed Materials for Use and of the Maintenance Services). Cadence will have no liability for any infringement claim to the extent it; (i) is based on modification of Licensed Materials other than by Cadence, with or without authorization; or (ii) results from failure of Customer to Use and Updated version of the Licensed Materials; or (iii) is based on the combination or Use of a Licensed Materials with any other software, program or device not provided by Cadence if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence with designs, plans or specifications furnished by Customer, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed Materials. THE FOREGOING STATES CADENCE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENTS.
Proprietary Rights Indemnity. 4.1 If timely and promptly notified of any action (and all claims relating to such action) brought against Master Distributor, based upon a claim that the Service(s) or the use thereof infringes a United States patent, Trade Xxxx, Service Xxxx, or copyright ("Infringement Claim"), PVI shall defend and hold harmless the Mater Distributor against such action at its expense and pay the costs and damages awarded in any such action, provided that PVI shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. At any time during the course of any Infringement Claim, or in PVI's opinion, the Services are likely to become the subject of an Infringement Claim, PVI will, at its option and its sole expense, either procure the right to continue using the Service(s), or replace or modify the same so that such Service(s) becomes non-infringing. PVI will not have any liability to Master Distributor for an Infringement Claim, if such claim results from Master Distributor's modification of the Services in any manner.
4.2 The foregoing states the entire liability of PVI with respect to an Infringement Claim. No costs or expenses will be incurred by the Master Distributor in defense of any such claim. Not withstanding the provisions of section 4.2 PVI shall be liable to the Master Distributor for the Market Area fee paid pursuant to this Agreement in the event that infringement claim results in PVI's inability to provide the Service in the Market Area as contemplated by this Agreement.
4.3 The purchase of the Services contemplated by this Agreement may result in an implied license to the End-User to use the Services patented by PVI. No license to make, sell, or use the Services shall be created other than that explicitly set forth in PVI's Service forms with the End-Users.
Proprietary Rights Indemnity. Lessor shall indemnify, defend, and hold harmless University, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) resulting from any judgment or proceeding in which it is determined, or any settlement agreement arising out of the allegation, that Xxxxxx's furnishing or supplying University with parts, goods, components, programs, practices, or methods under this order or University's use of such parts, goods, components, programs, practices, or methods supplied by Lessor under this order constitutes an infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party. The foregoing shall not apply unless University has informed Xxxxxx as soon as practicable of the suit or action alleging such infringement. Lessor shall not settle such suit or action without the consent of University. University retains the right to participate in the defense against any such suit or action.
Proprietary Rights Indemnity. (a) Cimetrix represents and warrants that (i) Cimetrix is the sole author of the Licensed Software and has full and exclusive right to grant all licenses and rights granted therein; (ii) that the Licensed Software has not been published under circumstances that have caused loss of copyright therein; (ii) that the Licensed Software does not infringe any patent, copyright, trade secret or other proprietary right (including trade secrets of any third party); and (iv) no claim, regardless of whether embodied in an action past or present, of infringement of any patent, copyright, trademark or other intellectual property
(b) Fuji Machine agrees that Cimetrix has the right to defend, or at its option to settle, any claim, suit or proceeding (collectively, "Claim") brought against Fuji Machine on the issue of infringement of any United States patent, United States copyright or United States trademarks by the Licensed Software. Cimetrix shall have sole control of the defense of the Claim, and Cimetrix agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against Fuji Machine on such Claim. Fuji Machine agrees that Cimetrix at its sole option shall be relieved of the foregoing obligations unless Fuji Machine notifies Cimetrix promptly in writing of such Claim and gives Cimetrix authority to proceed as contemplated herein, and, at Cimetrix's expense, gives Cimetrix proper and full information and assistance to settle and/or defend any such Claim. If the Licensed Software is the subject of any Claim for infringement of another party's copyright, and the distribution or use of the Licensed Software is or may be enjoined, then Cimetrix may: at its option and expense (i) procure for Fuji Machine and its customers the right under such copyright to distribute or use, as appropriate, the Licensed Software or part thereof; (ii) suitably modify the Licensed Software or part thereof; or (iii) if the use of the Licensed Software, or part thereof, is prevented by injunction, terminate this Agreement.
(c) Notwithstanding the provisions of Paragraph 8(b) above, Cimetrix assumes no liability for (i) any infringement claims with respect to Fuji Machine's portion of the Bundled Products, or (ii) the modification of the Licensed Software by Fuji Machine.
Proprietary Rights Indemnity. Licensor shall indemnify, hold harmless and defend Licensee, its agents, officers and employees against any and all claims made against Licensee that use of the Licensed Trademark and/or the Software infringes any license, patent, copyright, trademark, trade secret or other proprietary right, and hold Licensee harmless against any and all damages, judgments and attorneys' fees arising out of the foregoing; provided, however, that Licensee shall give Licensor prompt written notice of such claims and that such indemnity shall not extend to modifications of the Software made by Licensee or its sublicensees.
Proprietary Rights Indemnity. Contractor shall indemnify, defend and hold harmless District, its officers, directors, and employees, agents from and against any losses suffered by District as a result of Contractor’s breach of its warranties set forth in Section 20 of this Agreement. Contractor shall defend,
Proprietary Rights Indemnity. Developer agrees to defend, indemnify ----------------------------- and hold harmless Apple and Apple's affiliates, directors, officers, employees, agents and contractors from any and all losses, damages, liabilities, costs, expenses (including reasonable attorney's fees), judgments or settlement amounts arising out of or in connection with any claim that the marketing, sale or use of a Program infringes any patent, copyright, trademark, trade secret, privacy right, right of publicity or other proprietary right of a third party.
Proprietary Rights Indemnity. Hemisphere shall indemnify, defend and hold harmless Licensee from and against any and all actions, claims, demands, proceedings, liabilities, direct damages, judgments, settlements, fines, penalties, costs and expenses, including royalties and attorneys' fees and related costs, in connection with or arising out of any actual infringement of any third party patent, copyright or other intellectual property right by the Software or by its use, in accordance with this Agreement and documentation, PROVIDED THAT: (a) Hemisphere has the right to assume full control over any action, claim, demand or proceeding, (b) Licensee shall promptly notify Hemisphere of any such action, claim, demand, or proceeding, and (c) Licensee shall give Hemisphere such reasonable assistance and tangible material as is reasonably available to Licensee for the defense of the action, claim, demand or proceeding. Licensee shall not settle or compromise any of same for which Hemisphere has agreed to assume responsibility without Hemisphere's prior written consent. Licensee may, at its sole cost and expense, retain separate counsel from the counsel utilized or retained by Hemisphere.
Proprietary Rights Indemnity. SII agrees to defend, indemnify and ----------------------------- hold harmless Reseller and Reseller's affiliates, directors, officers, employees, agents and contractors from any and all losses, damages, liabilities, costs, expenses (including reasonable attorney's fees), judgments or settlement amounts arising out of or in connection with any claim that the' marketing, sale or use of a Program infringes any patent, copyright, trademark, trade secret, privacy right, right of publicity or other proprietary right of a third party.
