Proprietary Rights Infringement. Symetra represents and warrants to ACS that: (a) it owns the Category 6 Software; and (b) the Category 6 Software does not and shall not knowingly infringe upon any Third Party’s patent, and does not and shall not infringe upon any Third Party’s trademark, copyright or other intellectual-property rights, nor make use of any misappropriated trade secrets.
Proprietary Rights Infringement. To the extent permitted by the applicable third party agreement, Vendor warrants that it shall pass through to the County all covenants, representations, or undertakings of any third party with regard to infringement or misappropriation of Intellectual Property Rights by Software or equipment that is provided by Vendor through such third party and that is used in connection with this Agreement.
Proprietary Rights Infringement. ACS represents and warrants to Symetra that during the Term: (a) it owns, or has the right to use, on its own behalf or on Symetra’s behalf, as applicable, any and all services, techniques or products provided or used by ACS to provide the Services; and (b) such services, techniques and products provided or used by ACS to provide the Services do not and shall not knowingly infringe upon any Third Party’s patent, and do not and shall not infringe upon any Third Party’s trademark, copyright or other intellectual-property rights, nor make use of any misappropriated trade secrets.
Proprietary Rights Infringement. Without limiting any of ------------------------------- [*], in the event of any [*] or [*] by [*] of Section [*], [*] shall notify [*] and shall [*]
(i) [*] for [*] so that [*] shall [*] be in [*] of Section [*], or (ii) [*] the [*] or [*] thereof, or [*] the [*] with [*] having [*] the same or [*]. If neither of the foregoing is [*] to achieve within a [*] of time, then, in addition to any [*] available to [*], [*] may [*] this Agreement.
Proprietary Rights Infringement. All specifications, blueprints, technical documents, instructions, molds, casts, formulas, sketches, drawings, manufacturing processes, know-how, software and software protocols, electronic commerce system information, inventory management system information, and other business information supplied to Seller under the Agreement or prepared for Buyer under the Agreement shall be proprietary to Buyer (“Buyer’s Proprietary Property”) and shall remain the sole property of Buyer, except that exclusive designs developed by Seller prior to the placement of a Purchase Order shall remain the property of Seller, its agents, representatives or employees for any purpose except in connection with the work to be done by Seller for Buyer under the Agreement, and shall not be used, disclosed or made available to any other third party by Seller for its agents, representatives, or employees. By its acceptance of the Agreement, Seller agrees to take all necessary precautions against theft, destruction, damage, loss, unauthorized duplication or wrongful distribution, or unauthorized use of Buyer’s Proprietary Property. Unless otherwise agreed to by Buyer in writing, Buyer’s Proprietary Property shall be returned to Buyer upon completion of production or processing or earlier, upon Buyer’s demand.
Proprietary Rights Infringement. 8.1 DIP reserves the right to discontinue the manufacture, sale and/or use of any material which material is alleged by a third party to constitute the infringement of any patent, trade secret or other proprietary right. ECOC agrees to defend, indemnify and save DIP harmless from any cost, damages and reasonable attorney fees which it may sustain arising out of its manufacture of Products under this Agreement, provided that ECOC is promptly notified in writing of any allegation or complaint of infringement and is afforded the right to take sole charge of disposal of any infringement action with attorneys of its selection, at ECOC's expense. ECOC shall have the right, at its expense to settle any such infringement suit, without the consent of DIP. DIP shall, however, be solely responsible for claims of infringement relating to its manufacturing processes.
Proprietary Rights Infringement. Vendor shall save harmless and indemnify County including attorneys fees from any and all claims, suits and proceedings for the infringement of any patent(s), copyright(s), or proprietary right(s) covering any or all work on The Project.
Proprietary Rights Infringement. Provider promises that at no time during the Term shall the use of any services, techniques, or products provided or used by Provider infringe upon any third party's patent, trademark, copyright, or other intellectual-property right, nor make use of any misappropriated trade secrets.
Proprietary Rights Infringement. Contractor covenants that at no time during the Term shall the use of any services, techniques, or products provided or used by Contractor (except for Client Software or third-party software that Client requires Contractor to use) infringe upon any third party's patent, trademark, copyright, or other intellectual-property right, nor make use of any misappropriated trade secrets.
Proprietary Rights Infringement. A. ADP warrants and represents that the ***not infringe any patent, copyright, trademark, trade secret or other proprietary right of any third party under the laws of***. ADP shall indemnify and hold the Client Indemnitee harmless from any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of any such infringement; provided that:
i. promptly after becoming aware of the existence of any claim or litigation for which indemnity may be sought under this Paragraph 15(A), Client Indemnitee shall give ADP written notice thereof, together with any and all documentation reasonably related to such claim or litigation; provided that failure to give prompt notice to ADP shall not relieve ADP of its obligations hereunder unless, and then only to the extent that, ADP is prejudiced by such failure to give prompt notice;
ii. ADP shall have full control over the defense and settlement of any claim or litigation for which indemnification is sought under this Paragraph 15(A); ***and
iii. Indemnitee shall cooperate with ADP in every reasonable way, at ADP’s expense, to facilitate the defense or settlement of any such claim or litigation.
B. If Client is enjoined or otherwise prohibited from using the ***, in addition to its obligation to indemnify Client, ADP shall, at its sole expense and at ADP’s option, ***.
C. ADP shall have no liability for any claims of patent, copyright, trademark or trade secret infringement based on Client’s use of ***, in combination with software, data or services not supplied or specifically authorized by ADP per ADP specifications as part of this Agreement or resulting from any modification or attempted modification of such ***made by anyone other than ADP, to the extent that such claim is related to the combination with software, data or services not supplied by ADP as part of this Agreement, or to the extent such claim results from any unauthorized modification or attempted modification of such ***made by anyone other than ADP.
