Common use of SOFTWARE INDEMNIFICATION Clause in Contracts

SOFTWARE INDEMNIFICATION. If Supplier will provide any software under the Contract, Supplier warrants that it has the full right to grant this entire license to UTMB. At Supplier’s expense, Supplier shall hold harmless, indemnify, and defend UTMB against any claim that any software or documentation provided to UTMB by Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, UTMB will: (i) give Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow Supplier to control, and will fully cooperate with Supplier in, the defense against such claim and all related negotiations. In the event such claims are raised against both UTMB and Supplier, UTMB may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. Supplier’s obligation under this Section is conditioned upon UTMB’s agreement that, if the operation of any software provided by Supplier becomes or, in Supplier's reasonable opinion is likely to become, the subject of such claim, UTMB shall permit Supplier, at Supplier's option and expense, to either procure the right for UTMB to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Supplier is unwilling or unable to procure the right to use the software or replace or modify it as described above, Supplier shall refund to UTMB any license fees and, if applicable, professional services or installation fees paid to Supplier by UTMB relating to such software.

SOFTWARE INDEMNIFICATION. If Supplier Contractor will provide any software under the Contract, Supplier Contractor warrants that it has the full right to grant this entire license to UTMBLIT. At SupplierContractor’s expense, Supplier Contractor shall hold harmless, indemnify, and defend UTMB LIT against any claim that any software or documentation provided to UTMB LIT by Supplier Contractor infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, UTMB LIT will: (i) give Supplier Contractor prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow Supplier Contractor to control, and will fully cooperate with Supplier Contractor in, the defense against such claim and all related negotiations. In the event such claims are raised against both UTMB LIT and SupplierContractor, UTMB LIT may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. SupplierContractor’s obligation under this Section is conditioned upon UTMBLIT’s agreement that, if the operation of any software provided by Supplier Contractor becomes or, in Supplier's reasonable opinion is likely to become, the subject of such claim, UTMB LIT shall permit SupplierContractor, at SupplierContractor's option and expense, to either procure the right for UTMB LIT to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Supplier Contractor is unwilling or unable to procure the right to use the software or replace or modify it as described above, Supplier Contractor shall refund to UTMB LIT any license fees and, if applicable, professional services or installation fees paid to Supplier Contractor by UTMB LIT relating to such software.

SOFTWARE INDEMNIFICATION. If Supplier Contractor will provide any software under the ContractAgreement, Supplier Contractor warrants that it has the full right to grant this entire license to UTMB. At SupplierContractor’s expense, Supplier Contractor shall hold harmless, indemnify, and defend UTMB against any claim that any software or documentation provided to UTMB by Supplier Contractor infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, UTMB will: (i) give Supplier Contractor prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney GeneralGen- eral, allow Supplier Contractor to control, and will fully cooperate with Supplier Contractor in, the defense against such claim and all related negotiations. In the event such claims are raised against both UTMB and SupplierContractor, UTMB may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. SupplierContractor’s obligation under this Section is conditioned upon UTMB’s agreement that, if the operation of any software provided by Supplier Contractor becomes or, in SupplierContractor's reasonable opinion is likely to become, the subject of such claim, UTMB shall permit SupplierContractor, at SupplierContractor's option and expense, to either procure the right for UTMB to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Supplier Contractor is unwilling or unable to procure the right to use the software or replace or modify it as described above, Supplier Contractor shall refund to UTMB any license fees and, if applicable, professional services or installation fees paid to Supplier Contractor by UTMB relating to such software.

SOFTWARE INDEMNIFICATION. If Supplier will provide any software under the Contract, Supplier warrants that it has the full right to grant this entire license to UTMBXxxxx University. At Supplier’s expense, Supplier shall hold harmless, indemnify, and defend UTMB Xxxxx University against any claim that any software or documentation provided to UTMB Xxxxx University by Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, UTMB Xxxxx University will: (i) give Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow Supplier to control, and will fully cooperate with Supplier in, the defense against such claim and all related negotiations. In the event such claims are raised against both UTMB Xxxxx University and Supplier, UTMB Xxxxx University may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. Supplier’s obligation under this Section is conditioned upon UTMBXxxxx University’s agreement that, if the operation of any software provided by Supplier becomes or, in Supplier's reasonable opinion is likely to become, the subject of such claim, UTMB Xxxxx University shall permit Supplier, at Supplier's option and expense, to either procure the right for UTMB Xxxxx University to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Supplier is unwilling or unable to procure the right to use the software or replace or modify it as described above, Supplier shall refund to UTMB Xxxxx University any license fees and, if applicable, professional services or installation fees paid to Supplier by UTMB Xxxxx University relating to such softwaresuchsoftware.

SOFTWARE INDEMNIFICATION. If Supplier will provide any software under the Contract, Supplier warrants that it has the full right to grant this entire license to UTMBXxxxx University. At Supplier’s expense, Supplier shall hold harmless, indemnify, and defend UTMB Xxxxx University against any claim that any software or documentation provided to UTMB Xxxxx University by Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, UTMB Xxxxx University will: (i) give Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow Supplier to control, and will fully cooperate with Supplier in, the defense against such claim and all related negotiations. In the event such claims are raised against both UTMB Xxxxx University and Supplier, UTMB Xxxxx University may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. Supplier’s obligation under this Section is conditioned upon UTMBXxxxx University’s agreement that, if the operation of any software provided by Supplier becomes or, in Supplier's reasonable opinion is likely to become, the subject of such claim, UTMB Xxxxx University shall permit Supplier, at Supplier's option and expense, to either procure the right for UTMB Xxxxx University to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Supplier is unwilling or unable to procure the right to use the software or replace or modify it as described above, Supplier shall refund to UTMB Xxxxx University any license fees and, if applicable, professional services or installation fees paid to Supplier by UTMB Xxxxx University relating to such software.

SOFTWARE INDEMNIFICATION. If Supplier will provide any software under the Contract, Supplier warrants that it has the full right to grant this entire license to UTMBXXXXX UNIVERSITY. At Supplier’s expense, Supplier shall hold harmless, indemnify, and defend UTMB XXXXX UNIVERSITY against any claim that any software or documentation provided to UTMB XXXXX UNIVERSITY by Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, UTMB XXXXX UNIVERSITY will: (i) give Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow Supplier to control, and will fully cooperate with Supplier in, the defense against such claim and all related negotiations. In the event such claims are raised against both UTMB XXXXX UNIVERSITY and Supplier, UTMB XXXXX UNIVERSITY may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. Supplier’s obligation under this Section is conditioned upon UTMBXXXXX UNIVERSITY’s agreement that, if the operation of any software provided by Supplier becomes or, in Supplier's reasonable opinion is likely to become, the subject of such claim, UTMB XXXXX UNIVERSITY shall permit Supplier, at Supplier's option and expense, to either procure the right for UTMB XXXXX UNIVERSITY to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Supplier is unwilling or unable to procure the right to use the software or replace or modify it as described above, Supplier shall refund to UTMB XXXXX UNIVERSITY any license fees and, if applicable, professional services or installation fees paid to Supplier by UTMB XXXXX UNIVERSITY relating to such software.

SOFTWARE INDEMNIFICATION. If Supplier Contractor will provide any software under the ContractAgreement, Supplier Contractor warrants that it has the full right to grant this entire license to UTMB. At SupplierContractor’s expense, Supplier Contractor shall hold harmless, indemnify, and defend UTMB against any claim that any software or documentation provided to UTMB by Supplier Contractor infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, UTMB will: (i) give Supplier Contractor prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney GeneralGen­eral, allow Supplier Contractor to control, and will fully cooperate with Supplier Contractor in, the defense against such claim and all related negotiations. In the event such claims are raised against both UTMB and SupplierContractor, UTMB may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. SupplierContractor’s obligation under this Section is conditioned upon UTMB’s agreement that, if the operation of any software provided by Supplier Contractor becomes or, in SupplierContractor's reasonable opinion is likely to become, the subject of such claim, UTMB shall permit SupplierContractor, at SupplierContractor's option and expense, to either procure the right for UTMB to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Supplier Contractor is unwilling or unable to procure the right to use the software or replace or modify it as described above, Supplier Contractor shall refund to UTMB any license fees and, if applicable, professional services or installation fees paid to Supplier Contractor by UTMB relating to such software.

SOFTWARE INDEMNIFICATION. If Supplier will provide any software under the Contract, Supplier warrants that it has the full right to grant this entire license to UTMB. At Supplier’s expense, Supplier shall hold harmless, indemnify, and defend UTMB against any claim that any software or documentation provided to UTMB by Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, UTMB will: (i) give Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney GeneralGen­eral, allow Supplier to control, and will fully cooperate with Supplier in, the defense against such claim and all related negotiations. In the event such claims are raised against both UTMB and Supplier, UTMB may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. Supplier’s obligation under this Section is conditioned upon UTMB’s agreement that, if the operation of any software provided by Supplier becomes or, in Supplier's reasonable opinion is likely to become, the subject of such claim, UTMB shall permit Supplier, at Supplier's option and expense, to either procure the right for UTMB to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Supplier is unwilling or unable to procure the right to use the software or replace or modify it as described above, Supplier shall refund to UTMB any license fees and, if applicable, professional services or installation fees paid to Supplier by UTMB relating to such software.

SOFTWARE INDEMNIFICATION. If Supplier will provide any software under the ContractAgreement, Supplier warrants that it has the full right to grant this entire license to UTMB. At Supplier’s expense, Supplier shall hold harmless, indemnify, and defend UTMB against any claim that any software or documentation provided to UTMB by Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, UTMB will: (i) give Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney GeneralGen­eral, allow Supplier to control, and will fully cooperate with Supplier in, the defense against such claim and all related negotiations. In the event such claims are raised against both UTMB and Supplier, UTMB may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. Supplier’s obligation under this Section is conditioned upon UTMB’s agreement that, if the operation of any software provided by Supplier becomes or, in Supplier's reasonable opinion is likely to become, the subject of such claim, UTMB shall permit Supplier, at Supplier's option and expense, to either procure the right for UTMB to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Supplier is unwilling or unable to procure the right to use the software or replace or modify it as described above, Supplier shall refund to UTMB any license fees and, if applicable, professional services or installation fees paid to Supplier by UTMB relating to such software.