Common use of Proprietary Rights Indemnity Clause in Contracts

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. 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-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. 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 use of the Service(s) or the use thereof service infringes a United States patent, Trade Xxxxtrademark, Service Xxxxservice xxxx, or copyright (an "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) it becomes non-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 agreement with the End-Users.

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 use of the Service(s) or the use thereof service infringes a United States patent, Trade Xxxxtrademark, Service Xxxxservice xxxx, or copyright (an "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) it 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 agreement with the End-Users.

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 Master 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 Infiingement 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-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 Xxxxx.Xx costs or expenses will be incurred by the Master Distributor in defense of any such claim. Not withstanding Notwithstanding 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. 4.1 If timely and promptly notified of any action (and all claims relating to such action) brought against Master Distributor, Agent based upon a claim that the Service(s) or the use thereof infringes a United States patent, Trade Xxxxtrade xxxx, Service Xxxxservice xxxx, or copyright ("Infringement Claim"), PVI shall defend and hold harmless the Mater Distributor Agent 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 if in PVI's opinion, the Services are likely to become the subject of an Infringement Claim, PVI willmay, 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 Agent for an Infringement Claim, if such claim results from Master DistributorAgent's modification of the Services in any manner, but Agent confirms he has no right to make any such modification. 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 Agent 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 , without PVI's inability to provide the Service in the Market Area as contemplated by this Agreementprior written approval. 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.