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.
Appears in 14 contracts
Samples: Professional Services, Professional Services, Professional Services
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 participatein 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.
Appears in 10 contracts
Samples: Master Agreement for Professional Services, Master Agreement for Professional Services, Master Agreement for Professional Services
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 20 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.
Appears in 4 contracts
Samples: Professional Services, Professional Services, Professional Services
Proprietary Rights Indemnity. Contractor shall indemnify, defend indemnify and hold harmless the District, its officers, directors, and employees, agents from and against any losses suffered by the District as a result of Contractor’s breach of its warranties set forth in Section 21 20 of this Agreement. Contractor shall defend, indemnify, and hold harmless the 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. The 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 the Contractor’s control; provided that the District shall have the right to participate in the defense of any such infringement claim using counsel of its choice, at the District’s expense. No settlement shall be made without notice to, and the prior written consent of, the District.
Appears in 1 contract
Samples: Professional Services
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 22 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.
Appears in 1 contract
Samples: Professional Services